Corporate Counsel's Role in
Joseph E. Murphy
According to some people, corporate lawbreaking appears to be the norm in an anything-goes business world. Insider trading, government contract fraud, bid rigging, and uncontrolled hazardous waste dumping are all part of the "popular" image of business. And what of the lawyers who deal with the corporate behemoths? They are neatly divided into the white hats and the black hats. The white hats are worn by the embattled plaintiffs' lawyers who bring villainous corporate scoundrels to their knees and by the U.S. attorneys who replace pinstripes with prison stripes. The villains in black represent the defendants' bar and are known as unctuous mouthpieces who help the rich wrongdoers escape the law.
In this setting what is the role of the corporate counsel who is the legal representative of the corporation? Is it his or her responsibility to prevent the company from breaking the law? Are corporate counsel the designated conscience of business? For some corporate counsel the answer is that compliance is management's responsibility. They see their role as advisor, or as pit bull--but not as watchdog. Some managers see the law as the business of the lawyers. They
This chapter is based on material prepared for The Pennsylvania Lawyer, The Lawyer's Brief, and The ACCA Docket. The opinions expressed are those of the author and not necessarily those of any institution with which he is associated.