Morrison’s Morsels #16

General counsel promoted to CEO. Susannah M. Kim, in her article “Dual Identities and Dueling Obligations: Preserving Independence in Corporate Representation, 68 Tenn. L. Rev. 179, 206 & n. 109 reports that “[m]any lawyers actively seek to join the ranks of senior management and leave the law department altogether. Studies have shown that in recent years, there has been a 100% increase in the number of CEOs who began their careers as lawyers.” This was cited in Deborah A. DeMott, “The Discrete Roles of General Counsel,” 74 Fordham Law Review 955-981(2005) (See my post of Jan. 27, 2006 on GC promotions.)

Independent board counsel. Having read that Rite Aid’s audit committee began an investigation and retained its own counsel and a forensic accountant (Deborah A. DeMott, “The Discrete Roles of General Counsel, 74 Fordham Law Review 955-981 (2005), I began to wonder where that right of a board might end up. Isn’t it possible that a board or a committee could interest itself in almost any activity of the company? If so, why not hire separate counsel? What happens if those lawyers disagree with the legal conclusions reach in-house or by the firm retained by the law department? (See my two posts of July 25, 2006 on independent counsel to the board.)

Law department training programs. The Viacom law department is responsible for “a novel in-house ‘Corporate College’ – an accredited CLE program that offers Viacom’s lawyers customized courses, InsideCounsel, Feb. 2006 at 59 (See my post of Feb. 1, 2006 on morsels and posts cited.).

Rapid growth of some law departments. To my posts on Google’s law department (Nov. 19, 2005) and TXU’s law department, add Home Depot’s. From April 2001, when general counsel Frank Fernandez took over, the 20 lawyers then at the company grew to almost 60 lawyers. Since about 11 of the original group left, that meant adding more than a dozen lawyers a year for nearly five years! (InsideCounsel, Feb. 2006 at 66)

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