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Top Ten Cases Involving Ethical Issues for In-House Counsel (United States)
Speakers on ethical issues for in-house counsel often get challenged by the audience as to the reality of the problems posed. Many in-house counsel apparently believe that the ethical rules do not apply to them, or apply with less force.
In fact, reported cases involving ethical issues in-house counsel have risen dramatically in recent years. What follows is a list of ten of the most significant cases involving in-house counsel and ethical issues.
1. Kaye v. Rosefielde , 75 A.3d 1168, 1204 (New Jersey Super. Ct. App. Div. 2013).
This is a dream case for commentators on in-house ethics because it raises two of the most common "defenses" asserted by in-house lawyers when pushing back against ethical concerns.
Mr. Rosefielde was in-house for several small companies owned by Mr. Kaye. He also represented Mr. Kaye himself and a trust for his children. As he had done many times before, Mr. Rosefielde created a small company at Mr. Kaye's direction and gave himself a small equity share. He did not hide this from Mr. Kaye, but he also did not comply with Rule of Professional Conduct 1.8 regarding business transactions with a client.
Mr. Kaye later sued Mr. Rosefielde for malpractice, and alleged among other things that Mr. Rosefielde had violated Rule 1.8 by not advising Mr. Kaye in writing to have another lawyer review the transaction, and giving him (Mr. Kaye) time to do so.
Mr. Rosefielde's first defense was that the requirements of Rule 1.8 regarding a business transaction with a client did not apply to him because he was in-house. This was rejected so soundly as to be described as being irrational:
"Independent of the particular facts of this case, we also discern no rational basis to exempt attorneys who have been hired by corporate clients to serve as in-house counsel from the ethical requirements of RPC 1.8" (Emphasis added.)
Another argument of Mr. Rosefielde was that for some conduct he was acting as officer of the company, not as its in-house lawyer, and therefore the ethical rules did not apply to his conduct. This was also squarely rejected as "fallacious."
Practice Tips: The ethical rules, including Rule 1.8 restrictions on getting an equity interest in your client, apply to you. Further, the ethical rules probably apply even when you are acting not as counsel, but as an officer of the company.
2. Yanez v. Plummer , 164 Cal. Rptr. 3d 309 (California Ct. App. 2013)
This case involved an incident at a factory. The company conducted an investigation, and Mr. Yanez, a company employee and bystander witness, told the investigator the company was not at fault. In later litigation, Mr. Yanez was identified as a witness and his deposition was to be taken.
The company agreed to provide him with counsel to defend the deposition, and it provided its in-house counsel Mr. Plummer. Literally on the way to the deposition, Mr. Yanez told Mr. Plummer that: (a) he had lied to the company investigator; and (b) that the truth was worse for the company than he had said previously. Mr. Plummer essentially said: "Just tell the truth; you'll be fine."
Mr. Yanez indeed testified differently than he had told the company investigator. The company opened a new investigation, and subsequently fired Mr. Yanez for lying during the first investigation. He sued the company for wrongful discharge and Mr. Plummer for malpractice. While the trial court granted summary judgment for Mr. Plummer, the court of appeals reversed.
Mr. Plummer's error was in not recognizing that, once Mr. Yanez told him that his testimony at deposition would be different than he had given previously and not as favorable to the company, Mr. Plummer had an irreconcilable conflict of interest between his two clients (the company and Mr. Yanez).
Practice tip: In-house counsel have to be vigilant regarding possible conflicts when representing anyone other than the company.
3. Pang v. International Document Services, 2015 WL 4724812 (Utah).
The in-house attorney reported improper business practices "up the ladder" as required by Rule 1.13. At some point, the attorney was fired and brought suit for retaliatory discharge. The attorney's claim was dismissed and the dismissal was affirmed on appeal. The Utah Supreme Court held that the attorney was an employee at will, was entitled to be fired for any reason not illegal, and the ethical requirements that he report "up the ladder" were insufficient to overcome the general public policy in favor of employees being at will.
This is contrary to other cases that have allowed lawyers to bring suit for whistle-blower terminations, seeking monetary relief but not reinstatement. In Van Asdale v. International Game Technology , 587 F.3d 989 (9th Cir. 2009), the Ninth Circuit reinstated a claim for wrongful discharge under Sarbanes Oxley brought by two terminated in-house counsel. The in-house counsel had brought suit claiming they were discharged for reporting possible stock fraud to higher-ups within the company. The District Court had granted summary judgment on the grounds that the claims were not "protected activity." The Ninth Circuit, however, reversed, holding that reporting stock fraud was a protected activity.
Practice tip: complying with your ethical obligations may not be painless. This is the life we have chosen, and it comes with some costs.
4. Anwar v. Fairfield Greenwich Ltd., 982 F. Supp. 2d 260 (Southern District of New York 2013)
This is yet another in the long line of cases out of the Southern District of New York (SDNY) involving issues of in-house counsel not being licensed in the jurisdiction where they regularly office. The court held that there was no attorney-client privilege for communications between the in-house counsel and the client because the in-house counsel was not licensed and, therefore, not an "attorney."
There is some split of authority on this issue. Some courts have held that if the attorney is licensed somewhere then the fact that the attorney is practicing law without a license in the particular state does not implicate the attorney-client privilege. Other courts have held this rule only applies where the company reasonably relies on the attorney having a license.
Crews v. Buckman Labs. Int'l , 78 S.W.3d 852 (Tenn. 2002) demonstrated the burden on counsel, co-workers, and the client that can arise from the unlicensed practice of law in-house. An associate in-house counsel discovered that the general counsel was not licensed to practice law in Tennessee where the general counsel officed. She reported this first to the general counsel and later to the company's board of directors. After considerable time, the general counsel was still not admitted, so the in-house obtained her own legal advice concerning her ethical obligations and felt compelled to report the unlicensed practice of law to appropriate State agency. The reporting counsel was later fired and brought suit for common-law retaliatory discharge. No lawyer should want to subject their client to this kind of embarrassment, and this was all driven by the general counsel's refusal to become licensed in the state where she practiced.
Practice Tip: Not being licensed in the jurisdiction where you regularly office can be a crime, an ethical violation in the state where you are licensed, can get your colleagues in trouble, and can wreck your client's claim to the attorney-client privileged. Please consider getting licensed where you regularly office.
5. Haeger v. Goodyear Tire and Rubber Co, 793 F. 1122 (9th Cir. 2015).
In this case, Goodyear withheld documents and otherwise gave false responses during discovery. The court entered drastic sanctions against Goodyear, and the "nail in the coffin" was the fact that Goodyear's in-house counsel had participated in reviewing the false discovery responses before they were filed.
Practice Tip: If you are practicing law, take it seriously.
6. People v. Miller, 354 P.3d 1136 (Colorado O.P.D.J. 2015).
A lawyer was helping run the family business, which was controlled by his mother and shared with his siblings. There was no engagement letter. As the mother started aging and fading, there were disputes among the children (the lawyer and his siblings) how things should be handled.
The lawyer had the mother sign documents giving lots of power and authority to the lawyer and putting him on a salary, and he hid these documents from his siblings. The lawyer was disciplined for violations of Rule 1.7 (conflicts of interest); Rule 1.8 (business transaction with a client); and Rule 8.4(c) (dishonesty, fraud, and deceit). Interestingly, disciplinary prosecutor asked for a 90-day suspension as a penalty, but the court sua sponte imposed twice that.
Practice Tip: All the ethical rules apply to in-house counsel, including prohibition on deceitful conduct.
7. Douglas v. DynMcDermott Petroleum Operations Co., 144 F.3d 364 (5th Cir. 1994)
This case involved an in-house attorney who complained to the US Department of Energy (DOE) about discrimination at her client. To further her case, she gave information to the DOE about other complaints of discrimination at the company. Even though she prevailed in her jury trial, the ruling was reversed. The Fifth Circuit held that there was no exception to the ethical rules that allowed her to disclose information regarding other wrongs without client consent, which she did not have. The verdict was reversed and the case dismissed based on the lawyer's misconduct.
Practice Tip: You cannot talk about client information with any third parties absent with some narrow exceptions. Even when an exception applies, it is no broader than is absolutely necessary to fulfill the purpose of the exception.
8. Dinger v. Allfirst Fin., Inc., 82 Fed. Appx. 261, 265 (3rd Cir. 2003)
In this case, former officers of a bank brought a claim against the bank, alleging that its in-house counsel had given them bad legal advice regarding the exercise of stock options. The company won on summary judgment on the merits of the case, with the District Court determining that the lawyer's advice had been reasonable. The issue of the lawyer giving advice to someone other than his client was not discussed. In affirming, the Third Circuit noted that "The District Court recognized that defendants owed plaintiffs a fiduciary duty based on the confidential relationship that existed between [the lawyer] and plaintiffs, but found no breach of that duty."
Practice Tip: Be careful in giving advice to anyone other than your client. You may inadvertently create an attorney-client relationship.
9. In re Teleglobe Commc'ns. Corp., 493 F.3d 345 (3rd Cir. 2007)
This case involved a dispute among related companies. The in-house counsel for one company had often performed legal work for the related companies. In the dispute, it was determined that the lawyer's notes were not privileged as to any of the companies in the dispute, as he was each company's lawyer. It was also held that the common-interest doctrine did not apply to protect the notes, because that doctrine requires the involvement of multiple lawyers.
An even more striking case arose in GSI Commerce Solutions, Inc. v. BabyCenter, L.L.C. , 618 F.3d 204 (2nd Cir. 2010). Again, this case involved the question of attorney-client relationship where a lawyer did legal work for multiple closely-related companies. When a dispute arose between a subsidiary and a third party, the subsidiary was able to disqualify the third-party's lawyer who had previously done work for the parent company. The court held that the connection between the wholly owned subsidiary and its parent corporation was sufficiently close that the two were a single client for attorney-disqualification purposes. The court noted, among other things, that the subsidiary and the parent relied on the same in-house legal department, and that the parent's legal department had been involved in the dispute between the plaintiff and subsidiary since it first arose.
Practice Tip: When you do work for related companies, you are the lawyer for all of them, owe fiduciary duties to all of them, and cannot prefer one over the other.
10. Harkabi v. SanDisk Corp., 275 F.R.D. 414 (S.D.N.Y. 2010)
In this case, the defendant was sanctioned because its in-house counsel failed to preserve evidence while litigation was pending. Although in-house counsel was involved in several steps to protect information, he did not supervise or even approve the copying and wiping of laptop hard-drives and was not involved in the transfer of email archives from servers. Thus, when that information was no longer available, the defendant was determined to have a culpable state of mind regarding the failure to preserve.
Practice Tip: If you are going to bring litigation in house, be aware of the risks. Your in-house litigators will essentially have the duties of both lawyer and client.
The ethical rules still apply to in-house counsel. Not only that, the stakes are higher because it is much more difficult for your to disengage from your client when you are in-house. If you have any questions about your ethical duties at all, contact the author.
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How to write a case brief for law school: Excerpt reproduced from Introduction to the Study of Law: Cases and Materials,
Third Edition (LexisNexis 2009) by Michael Makdisi & John Makdisi
C. HOW TO BRIEF
The previous section described the parts of a case in order to make it easier to read and identify the pertinent information that you will use to create your briefs. This section will describe the parts of a brief in order to give you an idea about what a brief is, what is helpful to include in a brief, and what purpose it serves. Case briefs are a necessary study aid in law school that helps to encapsulate and analyze the mountainous mass of material that law students must digest. The case brief represents a final product after reading a case, rereading it, taking it apart, and putting it back together again. In addition to its function as a tool for self-instruction and referencing, the case brief also provides a valuable “cheat sheet” for class participation.
Who will read your brief? Most professors will espouse the value of briefing but will never ask to see that you have, in fact, briefed. As a practicing lawyer, your client doesn’t care if you brief, so long as you win the case. The judges certainly don’t care if you brief, so long as you competently practice the law. You are the person that the brief will serve! Keep this in mind when deciding what elements to include as part of your brief and when deciding what information to include under those elements.
What are the elements of a brief? Different people will tell you to include different things in your brief. Most likely, upon entering law school, this will happen with one or more of your instructors. While opinions may vary, four elements that are essential to any useful brief are the following:
(a) Facts (name of the case and its parties, what happened factually and procedurally, and the judgment)
(b) Issues (what is in dispute)
(c) Holding (the applied rule of law)
(d) Rationale (reasons for the holding)
If you include nothing but these four elements, you should have everything you need in order to recall effectively the information from the case during class or several months later when studying for exams.
Because briefs are made for yourself, you may want to include other elements that expand the four elements listed above. Depending on the case, the inclusion of additional elements may be useful. For example, a case that has a long and important section expounding dicta might call for a separate section in your brief labeled: Dicta. Whatever elements you decide to include, however, remember that the brief is a tool intended for personal use. To the extent that more elements will help with organization and use of the brief, include them. On the other hand, if you find that having more elements makes your brief cumbersome and hard to use, cut back on the number of elements. At a minimum, however, make sure you include the four elements listed above.
Elements that you may want to consider including in addition to the four basic elements are:
(e) Dicta (commentary about the decision that was not the basis for the decision)
(f) Dissent (if a valuable dissenting opinion exits, the dissent’s opinion)
(g) Party’s Arguments (each party’s opposing argument concerning the ultimate issue)
(h) Comments (personal commentary)
Personal comments can be useful if you have a thought that does not fit elsewhere. In the personal experience of one of the authors, this element was used to label cases as specific kinds (e.g., as a case of vicarious liability) or make mental notes about what he found peculiar or puzzling about cases. This element allowed him to release his thoughts (without losing them) so that he could move on to other cases.
In addition to these elements, it may help you to organize your thoughts, as some people do, by dividing Facts into separate elements:
(1) Facts of the case (what actually happened, the controversy)
(2) Procedural History (what events within the court system led to the present case)
(3) Judgment (what the court actually decided)
Procedural History is usually minimal and most of the time irrelevant to the ultimate importance of a case; however, this is not always true. One subject in which Procedure History is virtually always relevant is Civil Procedure.
When describing the Judgment of the case, distinguish it from the Holding. The Judgment is the factual determination by the court, in favor of one party, such as “affirmed,” “reversed,” or “remanded.” In contrast, the Holding is the applied rule of law that serves as the basis for the ultimate judgment.
Remember that the purpose of a brief is to remind you of the important details that make the case significant in terms of the law. It will be a reference tool when you are drilled by a professor and will be a study aid when you prepare for exams. A brief is also like a puzzle piece.
The elements of the brief create the unique shape and colors of the piece, and, when combined with other pieces, the picture of the common law takes form. A well-constructed brief will save you lots of time by removing the need to return to the case to remember the important details and also by making it easier to put together the pieces of the common law puzzle.
D. EXTRACTING THE RELEVANT INFORMATION: ANNOTATING AND HIGHLIGHTING
So now that you know the basic elements of a brief, what information is important to include under each element? The simple answer is: whatever is relevant. But what parts of a case are relevant? When you read your first few cases, you may think that everything that the judge said was relevant to his ultimate conclusion. Even if this were true, what is relevant for the judge to make his decision is not always relevant for you to include in your brief. Remember, the reason to make a brief is not to persuade the world that the ultimate decision in the case is a sound one, but rather to aid in refreshing your memory concerning the most important parts of the case.
What facts are relevant to include in a brief? You should include the facts that are necessary to remind you of the story. If you forget the story, you will not remember how the law in the case was applied. You should also include the facts that are dispositive to the decision in the case. For instance, if the fact that a car is white is a determining factor in the case, the brief should note that the case involves a white car and not simply a car. To the extent that the procedural history either helps you to remember the case or plays an important role in the ultimate outcome, you should include these facts as well.
What issues and conclusions are relevant to include in a brief? There is usually one main issue on which the court rests its decision. This may seem simple, but the court may talk about multiple issues, and may discuss multiple arguments from both sides of the case. Be sure to distinguish the issues from the arguments made by the parties. The relevant issue or issues, and corresponding conclusions, are the ones for which the court made a final decision and which are binding. The court may discuss intermediate conclusions or issues, but stay focused on the main issue and conclusion which binds future courts.
What rationale is important to include in a brief? This is probably the most difficult aspect of the case to determine. Remember that everything that is discussed may have been relevant to the judge, but it is not necessarily relevant to the rationale of the decision. The goal is to remind yourself of the basic reasoning that the court used to come to its decision and the key factors that made the decision favor one side or the other.
A brief should be brief! Overly long or cumbersome briefs are not very helpful because you will not be able to skim them easily when you review your notes or when the professor drills you. On the other hand, a brief that is too short will be equally unhelpful because it lacks sufficient information to refresh your memory. Try to keep your briefs to one page in length. This will make it easy for you to organize and reference them.
Do not get discouraged. Learning to brief and figuring out exactly what to include will take time and practice. The more you brief, the easier it will become to extract the relevant information.
While a brief is an extremely helpful and important study aid, annotating and highlighting are other tools for breaking down the mass of material in your casebook. The remainder of this section will discuss these different techniques and show how they complement and enhance the briefing process.
Annotating Cases
Many of you probably already read with a pencil or pen, but if you do not, now is the time to get in the habit. Cases are so dense and full of information that you will find yourself spending considerable amounts of time rereading cases to find what you need. An effective way to reduce this time is to annotate the margins of the casebook. Your pencil (or pen) will be one of your best friends while reading a case. It will allow you to mark off the different sections (such as facts, procedural history, or conclusions), thus allowing you to clear your mind of thoughts and providing an invaluable resource when briefing and reviewing.
You might be wondering why annotating is important if you make an adequate, well-constructed brief. By their very nature briefs cannot cover everything in a case. Even with a thorough, well-constructed brief you may want to reference the original case in order to reread dicta that might not have seemed important at the time, to review the complete procedural history or set of facts, or to scour the rationale for a better understanding of the case; annotating makes these tasks easier. Whether you return to a case after a few hours or a few months, annotations will swiftly guide you to the pertinent parts of the case by providing a roadmap of the important sections. Your textual markings and margin notes will refresh your memory and restore specific thoughts you might have had about either the case in general or an individual passage.
Annotations will also remind you of forgotten thoughts and random ideas by providing a medium for personal comments.
In addition to making it easier to review an original case, annotating cases during the first review of a case makes the briefing process easier. With adequate annotations, the important details needed for your brief will be much easier to retrieve. Without annotations, you will likely have difficulty locating the information you seek even in the short cases. It might seem strange that it would be hard to reference a short case, but even a short case will likely take you at least fifteen to twenty-five minutes to read, while longer cases may take as much as thirty minutes to an hour to complete. No matter how long it takes, the dense material of all cases makes it difficult to remember all your thoughts, and trying to locate specific sections of the analysis may feel like you are trying to locate a needle in a haystack. An annotation in the margin, however, will not only swiftly guide you to a pertinent section, but will also refresh the thoughts that you had while reading that section.
When you read a case for the first time, read for the story and for a basic understanding of the dispute, the issues, the rationale, and the decision. As you hit these elements (or what you think are these elements) make a mark in the margins. Your markings can be as simple as “facts” (with a bracket that indicates the relevant part of the paragraph). When you spot an issue, you may simply mark “issue” or instead provide a synopsis in your own words. When a case sparks an idea — write that idea in the margin as well — you never know when a seemingly irrelevant idea might turn into something more.
Finally, when you spot a particularly important part of the text, underline it (or highlight it as described below).
With a basic understanding of the case, and with annotations in the margin, the second read-through of the case should be much easier. You can direct your reading to the most important sections and will have an easier time identifying what is and is not important. Continue rereading the case until you have identified all the relevant information that you need to make your brief, including the issue(s), the facts, the holding, and the relevant parts of the analysis.
Pencil or pen — which is better to use when annotating? Our recommendation is a mechanical pencil. Mechanical pencils make finer markings than regular pencils, and also than ballpoint pens. Although you might think a pencil might smear more than a pen, with its sharp point a mechanical pencil uses very little excess lead and will not smear as much as you might imagine. A mechanical pencil will also give you the freedom to make mistakes without consequences. When you first start annotating, you may think that some passages are more important than they really are, and therefore you may resist the urge to make a mark in order to preserve your book and prevent false guideposts. With a pencil, however, the ability to erase and rewrite removes this problem.
Highlighting
Why highlight? Like annotating, highlighting may seem unimportant if you create thorough, well-constructed briefs, but highlighting directly helps you to brief. It makes cases, especially the more complicated ones, easy to digest, review and use to extract information.
Highlighting takes advantage of colors to provide a uniquely effective method for reviewing and referencing a case. If you prefer a visual approach to learning, you may find highlighting to be a very effective tool.
If annotating and highlighting are so effective, why brief? Because the process of summarizing a case and putting it into your own words within a brief provides an understanding of the law and of the case that you cannot gain through the process of highlighting or annotating.
The process of putting the case into your own words forces you to digest the material, while annotating and highlighting can be accomplished in a much more passive manner.
What should you highlight? Similar to annotating, the best parts of the case to highlight are those that represent the needed information for your brief such as the facts, the issue, the holding and the rationale.
Unlike annotating, highlighting provides an effective way to color code, which makes referring to the case even easier. In addition, Highlighters are particularly useful in marking off entire sections by using brackets. These brackets will allow you to color-code the case without highlighting all the text, leaving the most important phrases untouched for a more detailed highlight marking or underlining.
Highlighting is a personal tool, and therefore should be used to the extent that highlighting helps, but should be modified in a way that makes it personally time efficient and beneficial. For instance, you might combine the use of annotations in the margins with the visual benefit of highlighting the relevant text. You may prefer to underline the relevant text with a pencil, but to use a highlighter to bracket off the different sections of a case. Whatever you choose to do, make sure that it works for you, regardless of what others recommend. The techniques in the remainder of this section will describe ways to make full use of your highlighters.
First, buy yourself a set of multi-colored highlighters, with at least four, or perhaps five or six different colors. Yellow, pink, and orange are usually the brightest. Depending on the brand, purple and green can be dark, but still work well. Although blue is a beautiful color, it tends to darken and hide the text.
Therefore we recommend that you save blue for the elements that you rarely highlight.
For each different section of the case, choose a color, and use that color only when highlighting the section of the case designated for that color. Consider using yellow for the text that you tend to highlight most frequently. Because yellow is the brightest, you may be inclined to use yellow for the Conclusions in order to make them stand out the most. If you do this, however, you will exhaust your other colors much faster than yellow and this will require that you purchase an entire set of new highlighters when a single color runs out because colors such as green are not sold separately. If instead you choose to use yellow on a more frequently highlighted section such as the Analysis, when it comes time to replace your yellow marker, you will need only to replace your yellow highlighter individually. In the personal experience on one of the authors, the sections of cases that seemed to demand the most highlighter attention were the
Facts and the Analysis, while the Issues and Holdings demanded the least. Other Considerations and
Procedural History required lots of highlighting in particular cases although not in every case.
Experiment if you must, but try to choose a color scheme early on in the semester and stick with it. That way, when you come back to the first cases of the semester, you will not be confused with multiple color schemes. The basic sections of a case for which you should consider giving a different color are:
(b) Procedural History
(c) Issue (and questions presented)
(d) Holding (and conclusions)
(e) Analysis (rationale)
(f) Other Considerations (such as dicta)
Not all of these sections demand a separate color. You may find that combining Facts and Procedural History or Issues and Holdings works best. Furthermore, as mentioned above, some sections may not warrant highlighting in every case (e.g., dicta probably do not need to be highlighted unless they are particularly important). If you decide that a single color is all that you need, then stick to one, but if you find yourself highlighting lots of text from many different sections, reconsider the use of at least a few different colors. Highlighters make text stand out, but only when used appropriately. The use of many colors enables you to highlight more text without reducing the highlighter’s effectiveness. Three to four colors provides decent color variation without the cumbersomeness of handling too many markers.
Once you are comfortable with your color scheme, determining exactly what to highlight still may be difficult. Similar to knowing what to annotate, experience will perfect your highlighting skills. Be careful not to highlight everything, thus ruining your highlighters’ effectiveness; at the same time, do not be afraid to make mistakes.
Now that we have covered the basics of reading, annotating, highlighting, and briefing a case, you are ready to start practicing. Keep the tips and techniques mentioned in this chapter in mind when you tackle the four topics in the remainder of this book. If you have difficultly, refer back to this chapter to help guide you as you master the case method of study and the art of using the common law.
More Helpful Links
The american legal system, how to brief a case, how to read a casebook 101, top 20 things you need to know about law school, learn to spot issues like a lawyer, why an internet search is not legal research, why go to law school, what’s the most challenging part of law school, what advice would you give yourself about law school.
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Roula Khalaf, Editor of the FT, selects her favourite stories in this weekly newsletter.
The case studies below featuring the most innovative legal teams in North America highlight examples of their work in the following areas:
Legal team operations
Outside counsel management, sustainability and impact, commercial and strategic advice, people and skills.
All the case studies were researched, compiled and ranked by RSGI. “Winner” indicates that the organisation won an FT Innovative Lawyers North America award for 2023. The full list of award winners is available here.
More on FT.com: Best practice case studies
Read the other FT Innovative Lawyers North America ‘Best practice case studies’, which showcase the standout innovations made for and by people working in the legal sector:
Practice of law Business of law
Honeywell: Winner Originality: 8; Leadership: 8; Impact: 9; Total: 25 Management of sanctions compliance for transactions has been improved at Honeywell, the engineering and technology conglomerate, thanks to a new tool. It automates processes to update documents, approve requests, and identify and report on any frozen assets, and also helps ensure that compliance continues if sanctions change. The tool has cut the compliance team’s response times to new sanctions-related requests from the business. The team has also trained a machine-learning technology to predict tariff codes for imports and exports, which has more than doubled the team’s capacity to classify 10,000-plus parts exported each month.
Highly commended
Flex O: 7; L: 8; I: 8; Total: 23 Electronics and diversified manufacturing company Flex built an in-house tool to expedite the process for sealing agreements with customers. The contract lifecycle management software tracks metrics on more than 3,000 contracts, and live dashboards are available to the senior managers, business units and legal team to manage risks and spot trends. For example, the tool provided hard evidence that lower-risk contracts are correlated with higher margins. Separately, an ethics and compliance scorecard provides detailed comparisons and data on compliance-related activities on more than 10 Flex sites.
Intel O: 7; L: 8; I: 8; Total: 23 The legal operations team at Intel is making sure the computer chipmaker’s legal team is both fully equipped, and ready, to use artificial intelligence as it develops. Legal operations staff spent two years cleaning and ordering the legal department’s data, which allowed them to start testing more than 40 practical applications for generative AI. The in-house team is also working with law firms to test use of AI assistants in litigation e-discovery processes.
Marsh McLennan O: 8; L: 8; I: 7; Total: 23 As part of a strategic push to modernise the legal and compliance team of more than 650 people, professional services group Marsh McLennan has created extra legal roles and introduced new technology. The new jobs include a chief legal innovation counsel and legal innovation and tech (LIT) team members. The new tech has helped to halve the time the team spends manually reviewing contracts and has automated financial crime alerting, as well as the way requests from the business relating to sanctions are handled. The LIT lab is now working with other teams in Marsh McLennan to develop tools to speed up data privacy, procurement and M&A processes.
Accenture O: 7; L: 8; I: 7; Total: 22 Working with AI tech company BlackBoiler, the legal team at professional services group Accenture has overhauled how it reviews contracts. Low-risk contracts are now reviewed, edited and sent to the relevant person for signature within five minutes. For more complex documents, the tool ensures a human reviewer focuses on the most important clauses, which cuts manual review time by up to 90 per cent. The approach has cut the number of contracts that need legal review by nearly two-thirds, improved turnaround time and made it easier for clients to do business with Accenture.
General Motors O: 7; L: 7; I: 7; Total: 21 Supply chain disruptions caused a flood of new requests to General Motors’ global purchasing and supply chain legal team. It worked with other departments — legal operations, operational excellence, and IT — and drew on management methodologies, such as Agile and Six Sigma, to create a new process and a tool to manage requests.
Equitable O: 6; L: 7; I: 7; Total: 20 Each year, financial services provider Equitable manages 100 or so legal “holds” — instructions to preserve often large volumes of data ahead of an expected litigation. The legal team led a project to automate the previously manual process and to stop storing data in multiple locations. As a result, it has saved more than 1,500 manual hours and cut both data costs and the risk of missing data.
Liberty Mutual: Winner Originality: 8; Leadership: 8; Impact: 8; Total: 24 For global insurer Liberty Mutual, managing legal spend and relationships is highly complex, as it handles thousands of litigations a year and uses more than 1,000 firms to cover all the legal specialities and jurisdictions. So a legal data science team and in-house lawyers created new data models to manage legal spending and relationships. The team takes a data-driven approach to compare law firms and to allocate cases. This has reduced the cost of litigation.
The Clorox Company O: 7; L: 8; I: 8; Total: 23 Consumer goods maker Clorox implemented comprehensive changes to improve how it manages budgets and outside law firm fees. The legal team can now track legal spend via real-time dashboards and has cut costs by 20 per cent while handling higher volumes and greater complexity of work. Data on spending has led to more efficient use of its own resources and that of external firms.
Cardinal Health O: 7; L: 8; I: 6; Total: 21 The legal team at US healthcare provider Cardinal Health has set out to achieve more strategic partnerships with its law firms. Changes include new feedback and reporting processes to ensure better value for Cardinal Health, but also a commitment to helping its law firms. For example, it actively facilitates law firm associates being involved in more interesting work. It also encourages law firms to set healthy boundaries around work-life balance when working on its projects.
Equitable O: 7; L: 7; I: 7; Total: 21 The legal team at the financial services and insurance company is mandated to interview at least one leading counsel from a diverse background for every matter that it assigns to outside law firms. Leading counsel receive the most pay and credit. In 2023, 86 per cent of leading counsel on Equitable matters were from under-represented groups.
Intel O: 6; L: 7; I: 8; Total: 21 Over the past 18 months, the legal team at the computer chipmaker has changed the way Intel allocates work to outside law firms, saving millions of dollars. It introduced outside counsel management technology, from Persuit, which it uses to compare bids for large legal matters and to manage work sent to lower-cost providers. Live feedback on law firms is now improving the way Intel works with its most-used legal partners.
Redfin O: 6; L: 6; I: 7; Total: 19 Two technologies have helped the legal team at real estate services company Redfin to cut costs. Using ediscovery software Exterro, it can handle 80 per cent of litigation review work in-house, cutting the cost of this work by 25 per cent. And data provided by legal operations software Brightflag helps to manage spending on law firms.
Upwork: Winner Originality: 8; Leadership: 8; Impact: 8; Total: 24 The legal team at freelancing platform Upwork leads on sustainability initiatives, including ways to reduce its environmental impact, and to promote diversity and inclusion. In 2022, after Russia’s invasion of Ukraine, the team helped make changes to support freelancers and businesses in the country that use the platform. Initiatives included providing fast access to funds. The team quickly identified more than 70,000 freelancers on Upwork in Ukraine and set up processes for business clients to request freelancers displaced or affected by the war. By September 2023, the Ukraine-based freelancers had earned more than $413mn through jobs advertised on Upwork since the start of the war.
Hewlett Packard Enterprise O: 7; L: 8; I: 8; Total: 23 The legal team designed processes, documents and training to allow technology company HPE’s financial services business to expand into offering asset management. The new business unit offers a range of ways for clients to manage their IT, with a focus on smarter, more energy efficient and generally sustainable use of tech. Lawyers helped design processes to allow computer equipment to be re-engineered and reused while meeting regulatory requirements. The new services will cut HPE’s overall carbon emissions and reduce electronic waste, which contributes by far the most toxins in landfill.
Amazon O: 7; L: 8; I: 8; Total: 23 A dedicated sustainability legal team is leading new initiatives to support decarbonisation at ecommerce company Amazon — for example, by investing in carbon capture and offsets, restoring rainforests, and co-founding the Climate Pledge Fund. This fund will invest in tech that helps companies reach net zero carbon emissions. Lawyers also led the creation and governance of a programme to flag to customers when a product bought through the platform has at least one of more than 50 sustainability certifications.
General Motors O: 7; L: 8; I: 7; Total: 22 As the US carmaker switches to electric vehicles, lawyers in General Motors’ securities practice team are designing sustainable financing to underpin the company’s broader commitments. The team supported the creation of General Motors’ sustainable finance framework and the issuance of its first green bonds. The $2.25bn raised in 2022 will support making electric vehicles and other clean energy projects and investments.
General Motors: Winner Originality: 8; Leadership: 8; Impact: 9; Total: 25 Lawyers at General Motors formed part of a cross-departmental centre of excellence devoted to battery raw materials, which was tasked with securing and speeding up supplies of materials for electric vehicles. One of the team’s first deals was a $650mn investment in US miner Lithium Americas in early 2023. Lawyers negotiated a transaction in which the investment was sliced into tranches, delaying a portion of payment until after the separation of Lithium Americas’ US and Argentine businesses. This meant the second part of the investment could be made in the US entity only, which includes the strategically important, but contentious, Thacker Pass project in Nevada. Lithium Americas estimates the mine will produce enough lithium for up to 1mn electric vehicles a year.
Microsoft O: 7; L: 9; I: 8; Total: 24 A new specialist unit within the legal team at Microsoft supports responsible and strategic use of data. It tracks trends relating to policies and regulation around the world, including the US tech company’s submissions to regulators and policymakers globally. The unit also helps research engineers and data scientists identify data that they can safely collect and use. It launched an awards programme to recognise best uses of data to support sustainability, health and social equity in Microsoft.
Uber O: 8; L: 8; I: 8; Total: 24 The legal team plays a central role in the design and launch of new products by the ride-hailing platform, many of which have no legal precedent. In 2023, Uber Teen launched in the US to allow parents and carers to add teenagers to their Uber accounts so they can ride alone. Lawyers worked through legal questions to make safety features available, including audio recordings of trips and live tracking. Separately, the team has developed legal agreements to allow Uber to offer rides and deliveries in autonomous — driverless — vehicles. They are playing a prominent role in developing safety standards for the industry.
Brookfield Asset Management O: 8; L: 8; I: 7; Total: 23 The legal team of the Canadian investment group’s infrastructure affiliate, advised by law firm Kirkland & Ellis, negotiated a creative investment structure for a $30bn joint venture with computer chipmaker Intel to expand a semiconductor plant in Arizona. Such facilities are traditionally financed by banks. But supply chain disruptions and legislation designed to subsidise US chipmakers and tech companies have led to demand for big but flexible investments to fund environmentally sustainable plants in the US. Brookfield’s move creates a model for private capital investments for similar deals.
Pfizer O: 7; L: 8; I: 8; Total: 23 Pharmaceutical company Pfizer’s plans to launch 19 new medicines and vaccines globally over 2023 and 2024 mean the international legal team is, in effect, working on hundreds of launches because each country has its own rules for intellectual property and regulations. The team created an online product launch hub, used by 400-plus legal professionals, to help manage risks consistently and to speed up their advice.
OpenAI O: 8; L: 7; I: 7; Total: 22 The legal team at OpenAI, the start-up behind the chatbot ChatGPT, is navigating the unprecedented legal issues surrounding the development and regulation of generative AI as well as its own boardroom turmoil. It has supported OpenAI’s shift to a commercial “capped-profit” company structure, its fast growth since the launch of ChatGPT in late 2022, and partnerships that include $13bn in investment commitments from Microsoft.
OTC Markets Group O: 7; L: 7; I: 7; Total: 21 Financial services business OTC Markets Group provides price and liquidity information for over-the-counter securities. Its legal team has now navigated complex regulations and won approval from the US Financial Industry Regulatory Authority to allow investors to trade digital assets on its platform. The team has also worked with legislators to create new rules for OTC-traded companies in order to raise capital and offer shares to employees.
The Not Company O: 6; L: 7; I: 7; Total: 20 The US-based legal team at The Not Company created simpler, modular contracts to enable the plant-based food tech group to partner with bigger businesses more easily. For example, the companies can now agree an initial R&D stage while postponing negotiation of future ownership of intellectual property. This faster, more flexible process has enabled the company to close several deals with leading big food brands.
DXC Technology: Winner Originality: 8; Leadership: 9; Impact: 8; Total: 25 Since IT services company DXC Technology was formed from a merger six years ago, its legal team of 400-plus has undergone several upheavals. It is now focusing on both staff wellbeing and on building skills to make the most of generative AI. Team members attend wellbeing sessions — with neuroscientists, and meditation and yoga instructors — and a software tool helps identify when they are overloaded with tasks. Training on AI, a requirement for the whole legal team, includes: generative AI prompting; advanced legal technology courses with the Legal Design School; and a four-month innovation course.
Liberty Mutual O: 8; L: 8; I: 8; Total: 24 To keep pace with rapid legal and technological change, the team at the global insurer launched a legal innovation programme in 2022 to develop new products and promote more innovative thinking and actions. A new award recognises individuals or teams for trying something new, whether it succeeds or not. Innovation workshops enable lawyers to collaborate with technologists and other colleagues to develop ideas, such as processes to improve how lawyers work with the rest of the business on new products and complex contracts.
Moderna O: 7; L: 9; I: 7; Total: 23 The legal team at pharma company Moderna has embraced generative AI through investment, training and working with the company’s technologists to develop AI applications. AI tools are changing how the team negotiates contracts, helping business colleagues prepare their own legal agreements, and helping to draft patents and manage trademarks. Moderna’s outside law firms are asked to share how they are using AI and must have an AI strategy for any new legal matter.
Prudential Financial O: 7; L: 9; I: 7; Total: 23 The US insurer’s general counsel, Ann Kappler, leads a mental health and wellness programme for employees. An initial focus was to use open forums and talks from experts to help remove the stigma around talking about mental health problems. Employees can now access up to $1,000 a year to spend on wellness benefits, such as mental health services. In addition, managers will be assessed on how they support wellbeing in their teams.
Hewlett Packard Enterprise O: 6; L: 8; I: 7; Total: 21 The Worldwide Innovation Law Lab (Will) initiative at the US tech company helps co-ordinate innovative projects across the global legal department. In the past two years, the team has introduced virtual reality for meetings as well as a platform, Micro-Tips, for employees to share advice via short videos on the tools they use. The Will project is now running training and collecting ideas for using generative AI within the HPE legal department.
The Clorox Company O: 6; L: 7; I: 7; Total: 20 The legal team at consumer goods business The Clorox Company designed an interactive game called “Hey Legal, This OK?”, in which a host asks legal questions related to Clorox’s business. The questions spur consideration of real legal and business challenges and generate an interactive discussion. The programme has improved team members’ ability to spot problems and has also created new connections, which helps foster knowledge-sharing across different parts of the team.
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Leadership in Corporate Counsel
PROGRAM DATES: June 2-5, 2025
PROGRAM FEE: $14,500
APPLICATION DEADLINE: April 11, 2025
The Leadership in Corporate Counsel program is specifically designed for lawyers to gain the knowledge and tools to be an effective leader in your in-house department.
The Leadership in Corporate Counsel program offers in-house leaders insights into the challenges they face and the frameworks, concepts, and tools they need to succeed in their increasingly complicated roles. General counsels of leading organizations encounter challenges unlike those faced by law firm or other external-client facing, professional service firm leaders. Through our highly interactive case-study method, contextualized specifically for lawyers in key in-house roles, we will develop your capabilities around building an effective legal department, creating a culture of innovation, interacting with boards, managing through crises, and understanding the disruptive forces that are changing the global market for legal services.
About the Leadership in Corporate Counsel program
Leadership in Corporate Counsel’s curriculum will provide you with perspectives, concepts, management tools, and skills that will help you be a more effective leader of your corporate legal department.
The program aims to prepare you to:
- Identify and apply personal leadership strategies to better balance your complex responsibilities as a lawyer and leader within your organization and legal department.
- Elevate your department within your organization and lead more effectively by building your team leadership skills.
- Position yourself as a “trusted advisor” within your organization and understand the approaches to implementing key organizational changes as part of developing an organizational strategy.
- Make better strategic decisions and manage crises.
The Learning Model
Case studies, lectures, classroom discussions, and small group discussions afford participants the opportunity to consider multiple pathways to sustained success for their teams and organizations. Learning by case method allows participants to work through possible approaches and solutions to real-world problems in a classroom context.
Participants will develop a holistic understanding of the challenges facing, and the skills and perspectives required of, effective Corporate Counsel leaders. The course will explore topics such as:
- Balancing professional responsibilities
- The power of alignment among corporate strategy, functional strategy, the organization of the corporate counsel office, and the professionals that constitute legal departments
- Drivers of superior quality of service to internal clients
- The motivation drivers of professionals
- Incentive systems, including promotion and compensation
- Managing and leading change
- Leadership and Diversity
Participants in this program should be currently active as leaders in an in-house legal department. Roles include:
- General Counsel
- Associate General Counsel
- Chief Legal Officer
- Vice President
- Head of Legal
At the time of attendance, participants should have teams of professionals reporting to them. Those planning to transition into an in-house leadership role should apply for the program once they are active in that role. In-house legal leaders from government and not-for-profit organizations are also welcome to apply.
To ensure a collegial, small group setting, class size is limited. We encourage a broad cross-section of participants across geographies and industries.
Visit the Admissions page for information on the process.
Our core faculty are members of the Harvard Law School faculty – distinguished academicians, educators, researchers, authors, and practitioners in their respective fields. Representing various disciplines, they are close to practice through relationships with law firm leaders and through personal involvement as consultants for top firms around the world.
Teaching Team
David Wilkins, Harvard Law School – Co-Faculty Chair
Hillary Sale, Georgetown Law
Scott Westfahl, Harvard Law School – Co-Faculty Chair
“ Participation in Leadership in Corporate Counsel was an intense intellectual experience. I appreciated the content of the program, the use of the case study method, and the excellent selection of discussion topics. However, the biggest advantage was the interaction between experienced lecturers and participants from all over the world. This extraordinary atmosphere of academic discussion, and constructive exchange of views produced amazing results. Everyone was fully engaged and was willing to share their knowledge, comment on cases and listen to others.
These were ideal conditions to strengthen my leadership competences, to benefit from many experiences, to get to know different ideas for solving problems characteristic only for corporate counsels. What is interesting, in my opinion, the program in fact does not finish at the moment of receiving the certificate. My group keeps in touch and we still support each other in the exchange of professional experience. This is exactly what I expected when I chose Leadership in Corporate Counsel. ” Wojciech Bartnik Regional Legal Counsel Northern & Eastern Europe A global leader in heavy lifting and engineered transport
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In fact, reported cases involving ethical issues in-house counsel have risen dramatically in recent years. What follows is a list of ten of the most significant cases involving in-house counsel and ethical issues. 1. Kaye v. Rosefielde, 75 A.3d 1168, 1204 (New Jersey Super.
Harvard Law School | The Case Studies. Develop the theory and practice of negotiation and dispute resolution. a valuable tool for experiential, participant-centered learning. Understand the control structures within US public companies.
The following cases explore issues unique to the in-house counsel profession. Each teaching unit can stand alone as a cohesive experiential component for existing courses; educators can also combine the teaching units on this page to create longer case studies courses.
Case briefs are a necessary study aid in law school that helps to encapsulate and analyze the mountainous mass of material that law students must digest. The case brief represents a final product after reading a case, rereading it, taking it apart, and putting it back together again.
In the case study “Collaborating for Growth: Duane Morris in a Turbulent Legal Sector,” Heidi Gardner and Annelena Lobb examine whether the collaborative culture and structures developed by the law firm Duane Morris can survive in the midst of a unstable world economy and an increasingly cutthroat and bottom line–driven legal profession.
The case studies below featuring the most innovative legal teams in North America highlight examples of their work in the following areas: Legal team operations. Outside counsel management....
Somalia in Crisis: Famine, Counterterrorism, & Humanitarian Aid | Part B2: The NGO General Counsel Dilemma. $0.00.
In a common law system, cases play a vital role in interpreting statutes, building arguments, organizing analyses, and conveying points of view. Legal research often begins with statutes or regulations, the primary law passed by the legislature or regulatory agency in the relevant jurisdiction.
Through our highly interactive case-study method, contextualized specifically for lawyers in key in-house roles, we will develop your capabilities around building an effective legal department, creating a culture of innovation, interacting with boards, managing through crises, and understanding the disruptive forces that are changing the global ...