E. Norman Veasey, Christine T. Di Guglielmo

Indispensable Counsel (eBook, PDF)

The Chief Legal Officer in the New Reality

• Format: PDF

Produktbeschreibung

Legislation and case law following the relatively recent corporate scandals have increased scrutiny on the ethics and integrity of individuals, and the culture they create, at the highest levels within the corporate structure. The corporate General Counsel (GC) is a key member of that group. This enhanced attention increases the already substantial tensions facing the GC, who must navigate the demands and interests of various corporate stakeholders-including the board of directors, officers (particularly the CEO), stockholders, and employees-while also serving the best interests of the client, which is-and should only be-the corporation itself. In light of these heightened expectations on ethics, integrity, and other liability concerns, Indispensable Counsel: The Chief Legal Officer in the New Reality examines the key role of the independent, yet business-oriented, chief legal officer. Indispensable Counsel provides readers with the foundations of corporate representation followed by practical guidelines on how the multiple roles of GC are, or should be, resolved, with best practices as the goal. Former Supreme Court Justice of Delaware E. Norman Veasey and coauthor Christine T. Di Guglielmo bring their stature and wealth of experience in the field to bear in this must-have resource for anyone interested in the role of corporate counsel.

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Produktdetails

• Verlag: Oxford University Press
• Erscheinungstermin: 19. März 2013
• Englisch
• ISBN-13: 9780199875290
• Artikelnr.: 40175490

Autorenporträt

E. Norman Veasey is a senior partner at Weil, Gotshal & Manges. In addition to other roles in the firm, he advises on corporate governance issues involving the responsibilities of corporate directors. Mr. Veasey is the former Chief Justice of the Delaware Supreme Court, stepping down in 2004, after serving a 12-year term. His tenure as CJ was preceded by 34 years as a corporate practitioner and litigator. Christine T. Di Guglielmo is an associate at Weil, Gotshal & Manges, practicing in the Delaware office. Her practice concentrates on corporate and litigation matters. She is a graduate of the University of Pennsylvania Law School (summa cum laude), where she served as executive editor of The University of Pennsylvania Law Review. Ms. Di Guglielmo was a judicial law clerk for Chief Justice Veasey during the 2003-04 term.

Inhaltsangabe

* ABOUT THE AUTHORS
* ACKNOWLEDGMENTS
* FOREWORD by Ben W. Heineman, Jr.
* FOREWORD by Ira M. Millstein
* PREFACE
* INTRODUCTION
* CHAPTER I THE GENERAL COUNSEL'S CHALLENGES IN THE NEW REALITY
* A. The Landscape
* B. Key Characteristics of the General Counsel Position
* C. Dealing with the New Reality
* D. Key Takeaways for the General Counsel's Challenges in the New
Reality
* CHAPTER II EVOLUTION OF THE ROLE OF GENERAL COUNSEL
* A. Historical Perspective
* B. Modern Reality
* C. Key Takeaways on the Evolution of the Role of General Counsel
* CHAPTER III the general counsel on the balance beam
* A. The Many Hats Worn by the Modern General Counsel
* B. The Lonely Middle: Relationships with Senior Management and the
Board
* C. Other Relationships
* D. Key Takeaways for the General Counsel on the Balance Beam
* CHAPTER IV THE GENERAL COUNSEL LEADING THE CHARGE
* A. Establishing and Maintaining a Legal and Ethical Culture
* B. Ethics and Professional Conduct Rules Governing In-House Counsel
* C. Demonstrating Openness and Community Involvement
* D. Key Takeaways for the General Counsel in Leading the Ethical
Charge
* CHAPTER V ADVISING THE BOARD ON CORPORATE LAW AND OTHER LAWS
* A. Corporate Law and Corporate Governance Under State Law
* B. The CLO's Advice on Other Laws and Issues
* C. Key Takeaways for the General Counsel in Advising on Corporate Law
and Other Issues
* CHAPTER VI Managing the Legal Department
* A. Need for Adequate Resources
* B. Compartmentalization and Decentralization
* C. Global Challenges
* D. Working Within the Law Department Budget
* E. Choosing Outside Counsel
* F. Key Takeaways for the General Counsel in Managing the Legal
Department
* CHAPTER VII THE GENERAL COUNSEL IN THE CROSSHAIRS: EXPOSURE TO
SANCTIONS, PROSECUTION, AND LIABILITY
* A. Conceptualizing the Role: The General Counsel as Advocate,
Gatekeeper, or Persuasive Counselor
* B. Reporting up and Reporting out
* C. Understanding the Risks: Types of Liability Exposure Confronting
In-House Counsel
* CONCLUSION
* APPENDIX A Table of Contents of The Corporate Director's Guidebook
(6th ed.)
* APPENDIX B Table of Contents of Stephen A. Radin, The Business
Judgment Rule (6th ed.)