The Compleat Lawyer - General Practice, Solo, and Small Firm Division American Bar Association
General Practice, Solo, and Small Firm Division
The Compleat Lawyer
Winter 1997, Volume 14, No. 1
copyright American Bar Association. All rights reserved.

Corporate Counsel

BY ROBERT W. CASTON

Robert W. Caston is vice president and general counsel of an Illinois-based manufacturing company. He is chair of the Corporate Counsel Committee of the ABA General Practice, Solo and Small Firm Division, and a member of the editorial board of The Compleat Lawyer.

Today's corporate lawyer faces pressures to reduce cost, provide timely and correct advice on a multitude of legal topics, and justify the corporation's choice of having in-house counsel rather than outsourcing the legal department function. These pressures exist regardless of the size or sophistication of the corporate legal department.

In 1995, the Corporate Counsel Committee of the ABA General Practice, Solo and Small Firm Division conducted a poll of its committee members. The survey found that typical corporate lawyers work in a legal department of four lawyers or less and consider themselves to be generalists. These results mirror the average ABA member, who works in a practice setting of less than five lawyers and practices general civil law.

In a typical work week, the corporate counsel grapples with numerous legal questions and situations:

Monday
Phone call from purchasing department. Seems someone actually read the terms and conditions on the back page of our purchase order and has questions about the UCC and timely rejection of goods.

Conference call with outside counsel and adjuster regarding disputed workers' compensation claim. Discuss documents I need to locate in response to the plaintiff's discovery request. Follow up with employee's supervisor on existence of documents and remind her I need the originals--not copies.

Human resource department calls with question about our Section 125 flex plan. At issue: Under what circumstances can an over-the-counter medication be eligible for reimbursement under our plan. Discuss with H.R. manager the purpose of a Section 125 plan and applicable limitations for medical expenses deductions under the Internal Revenue Code

Why the Position Is Called "General" Counsel

As this look at a typical week shows, the duties of a corporate counsel range from those of a lawyer, to a department manager, to a traditional employee. Corporate lawyers work in a wide variety of areas but are specialists in none. These duties can be broken down into several broad categories:

As a lawyer:

  1. Advise directors, officers, and managers on legal issues that arise.
  2. Monitor government regulations and their impact on company operations.
  3. Work in a proactive/preventive mode as opposed to always reacting to legal issues.
  4. Coordinate activities of outside counsel (litigation, patent, labor).
  5. Prepare documents for transactional activity.
  6. Mediate disputes between departments regarding interpretation of corporate policies and procedures.

As a manager:

  1. Manage legal function and budget for corporation.
  2. Supervise departmental employees.
  3. Participate as a department manager with other managers on company-wide issues and programs (in other words, attend many meetings).
  4. Manage business functions outside of the legal area (i.e., insurance, real estate holdings, etc.). Provide sounding board for senior management in business issues discussions.

As an employee:

  1. Work in accordance with company policies and procedures.
  2. Often share gripes and complaints, just as other co-workers do, regarding pay, benefits, and others business policy decisions.
Scramble around to locate files I need for a business trip. Drive to the airport and wait two hours for delayed flight. Winter in the Midwest is delightful for air travel. Arrive at hotel after 11:00 p.m.

Tuesday
Breakfast meeting at 7:30 a.m. with the H.R. manager and an insurance representative. Battle of willpower with my annual new year's resolution to diet. Cereal and skim milk or the Eggs Benedict. Listen to a proposal for a new health insurance program. Agree to discuss it further with the H.R. manager.

Meeting with service and warranty manager to discuss impact of Clean Air Act amendments on automobile air conditioning service and testing functions. Agree to review proposed regulations and talk later with the manager about any necessary changes to our service procedure bulletins.

Call office to check my voice-mail. "Mailbox 513 is full"--so what else is new? Attempt to clear up messages, dumping or forwarding as many as possible.

Meet with plant manager and H.R. manager to discuss possible EEOC complaint from employee. Discuss basic elements to EEOC procedure and timetable. Locate supervisor and discuss actual facts of case.

Plant purchasing manager catches me coming out of the coffee room. He has a question about a NAFTA Country of Origin form he received from one of our customers.

Back to the airport and catch my flight (actually on time for a change).

Wednesday
In early to check my e-mail and prepare for a board meeting. Accounting department reminds me that my department budget for the next fiscal year is due on Friday. It's always fun to predict how many lawsuits and other problems to budget for.

Monthly board of directors meeting. Have opportunity to explain "reasonable accommodation" under the ADA (fail miserably--spend most of the time reminding them that I do not write the laws but am trying to help us follow them.)

Drive two directors to the airport--another shot at explaining "reasonable accommodation"--same fate.

Complete travel expense report and drop it off in Accounting. Promise to have budget completed by Friday.

Thursday
Call from Accounting to discuss past due accounts receivable from large customer. Prepare "nice" demand letter.

Meet with engineering department to review pending patent applications. Make list of questions to discuss with outside patent counsel.

Receive Environmental Assessment Report on one of our plant sites. Try to remember what TACO and RBCA mean while leafing through the 50-page report. Call engineer to ask for summary so that I can understand his report and discuss it with Board at next monthly meeting.

United Way Board of Directors meeting--agree to help on finance committee.

E-mail from Accounting--seems my expense report did not balance--try to find missing receipt.

Conference call with ABA group director and another committee chair regarding status of CLE program proposal for upcoming ABA Annual Meeting.

Sales department calls for help on sales contract proposal. Receive fax copy and review. Call back to discuss several areas of concern only to find out that agreement had already been signed before calling me. Discussion as to what is a "contract" and when the legal department should become involved.

Friday
The end of the week--TGIF!

E-mail from Accounting--reminding me about my budget. Voice mail from H.R.--seems they want a meeting after lunch to review a sexual harassment investigation.

Phone call from sales department--"who authorized my 'sweet demand letter' and why was the sales department not involved?" Arrange for sales and accounting to talk about the problem.

Express Courier delivers package from our registered agent. Great--just what I need, another lawsuit. Seems we are accused of violating the Tool & Die Contractor's Act. Spend two hours locating anyone with knowledge of the facts as well as attempting to locate and read the Tool & Die Contractor's Act.

Outside auditor calls for an update on the attorney opinion letter prepared at the end of the fiscal year. Agree to review and update letter.

Attend H.R. meeting on the sexual harassment claim. Review the file and discuss facts with investigator. Agree to meet again next week when results are complete. Remind everyone involved to document everthing and keep matter confidential.

Yes! Week's finally over. Head home. Realize I forgot to check e-mail and voice-mail before I left work. Use computer in study to log on. Message from H.R. department--performance review on my secretary is due on Monday. Accounting advises me that as of the close of business on Friday they had not received my department budget. At least I know what I will be doing come Monday.

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