Attention General Counsels: Pick a Hat and Stick With It
Are in house lawyers wearing too many hats? Are you?
Take a second to evaluate just what you do for your current company. Do you provide legal advice? What about business advice? And to whom? Are you advising the Board of Directors and the Chief Executive Officer as an individual?
This may seem like an unnecessary barrage of questions, but they're incredibly important. Regulators and investors are out for blood, and you may just be exposing yourself to potential liability.
Such liability arguably increases with the more "hats" you wear. When you offer legal advice and business advice, you start to blur the attorney-client privilege. You may also create conflicts.
What would happen if litigation arises out of a corporate policy you drafted and then implemented on the company's behalf? It would be difficult to determine what is and isn't confidential should you be called to testify.
Attorneys working in house at small companies are more likely to wear multiple hats, as they often act as human resources manager, conduct internal audits and hold an executive position. However, counsel at larger firms may be more likely to find themselves part of an investigation.
Consider Robin Roger, general counsel at Harbinger Capital Partners. While employed by Harbinger, she helped Philip Falcone take out a $113 million personal loan from hedge fund. The loan was not disclosed to investors.
Experts generally agree that the Securities and Exchange Commission has set its sights on Roger because (a) Harbinger is significant enough to garner publicity, and (b) she wore two hats.
If you wear more than one hat while at work, it might be time to reevaluate your duties.
- Former Glaxo General Counsel Indicted For Cover Up (FindLaw's In House)
- How General Counsel Can Avoid Personal Liability (FindLaw's In House)
- Fair to Hold Attorneys to Responsible Corporate Officer Doctrine? (FindLaw's In House)
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