This commentary is a response to previous CorpCounsel.com articles discussing the ethical responsibilities of the general counsel within the corporation.

“Truly independent professional judgment can be best given in an atmosphere in which the lawyer is truly independent.”
–In re Drake, 642 P.2d 296 (1982)

Based on my work for the Lawyer Independence Project (LIP), I’d like to join the discussion about the role of the general counsel in corporate ethics and offer my views regarding the recent contributions to CorpCounsel.com by Robert C. Weber (“Is the GC the Conscience of the Company? Maybe Not”) and Ben Heineman Jr. (“General Counsel are One Conscience of the Company”).

LIP’s work is built on two basic and interrelated principles, both of which are firmly rooted in the literature and the codified ethical norms of the legal profession:

  1. Due, among other things, to the “Officer of the Court” (OC) status of the American lawyer, we are uniquely charged with maintaining our intellectual, moral, and practical independence from our clients and from all other inappropriate influences.
  2. Apart from the context of ongoing litigation, U.S. lawyers are prohibited from engaging in “zealous advocacy” on behalf of our clients, as that phrase is commonly understood. Instead, in the context of the work that is undertaken by the vast majority of lawyers (particularly in-house counsel)—transactional and regulatory issues, along with forward-looking structuring and planning—we are charged with balancing the interest of our clients with the legitimate interests of any and all other stakeholders, including government and society at large, and serving not only the letter of the law, but its spirit as well.

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