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Corporations, non-profit organizations and government provide excellent employment opportunities for lawyers, with attractive salaries, sophisticated work and increasing prestige. This 2-credit course will acquaint students with the role of the chief legal officer (CLO) in these types of institutions. The legal duties and ethical responsibilities of the CLO, the practical aspects of the job, and the consequences of lawyers' and law department failures to steer their organizations away from risk will be addressed. The CLO's role in corporate governance will be considered, along with the increased prosecutorial willingness to sanction corporate officers, including attorneys, for institutional wrongdoing. In international companies, the CLO is additionally challenged to deal with foreign regulators and comply with the laws of foreign countries. Guests including corporate general counsels, general counsels of government agencies, and other experts will share real-life examples of the principles discussed in this course. Prerequisites: Contracts, Legal Rhetoric, and Business Associations or its equivalent. Legal Ethics and White Collar Crime or Corporate Crime are recommended, but not required. JD class, LLM by permission space permitting.
The course will acquaint students with the history and present day role of the chief legal officer (CLO) and other attorneys working in corporations, government agencies and non-profit institutions, focusing particularly on the challenges facing CLOs based on the many hats they wear in modern corporations. Performance of multiple roles presents risks for in-house attorneys, including the risk of government investigations and claims under D&O liability insurance policies. Students will receive an overview of the substantive legal duties and ethical obligations of the CLO, the practical aspects of the job, such as managing staff attorneys, budgets, and outside counsel, and the consequences of the law department’s failure to steer the organization away from sanctions, prosecution and other legal risks, including reputational risk.
Focus on corporate governance has thrust many CLOs into the spotlight in the post-financial crisis economy. Emerging corporate governance principles and legal provisions, such as those found in the Dodd-Frank Act, raise the legal bar for corporations. Because a CLO cannot be an expert in every area of law relevant to the company, risk assessment, development of compliance programs, and management of internal investigations often fall within the CLO’s domain. The course will consider how a CLO manages these functions. We will review the CLO’s decision-making duties, ranging from advising the board of directors to hiring and deploying in-house attorneys and outside counsel, managing a law department budget, adopting and implementing alternative fee arrangements with legal service providers, and managing corporate communications that involve legal matters.
We will consider the global reach of many corporations, the applicability of the laws of many countries to a single company, and the implications for the CLO and the law department, including retention of lawyers in other countries. Challenges to be considered include dealing with foreign regulators, offshoring, and complying with laws such as the U.S. Foreign Corrupt Practices Act and its foreign-country equivalents. The course will also consider how and why some corporate lawyers make the transition from the law department into business management functions.
Several sessions will focus on the practice of law within government agencies and non-profit institutions, with their specialized needs. High-level government attorneys, including political appointees, will share their perspectives on advising various branches of government.
Textbooks and Other Materials
The textbook information on this page was provided by the instructor. Students should use this information when considering purchases from the AU Campus Store or other vendors. Students may check here to determine if books are currently available for purchase online.
“Indispensable Counsel, The Chief Legal Officer in the New Reality,” by E. Norman Veasey and Christine T. DiGuglielmo (Oxford University Press, 2012) (available in hardback and a Kindle edition); “The Pivotal Role of the General Counsel in Promoting Corporate Integrity and Professional Responsibility,” by Sarah Helene Duggin, 51 St. Louis U. L.J. 989 (2006-07); Chapter 8, "From Warfare to Lawfare," in "Kill or Capture" by Daniel Klaidman (2012, Houghton Mifflin Harcourt Publishing Co.)
First Class Readings
Not available at this time.
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