To whom is the general counsel primarily responsible?

In-house counsel represent the company, not individual employees of the company. So runs the mantra, and it is true. A recent survey, however, published in Corp. Bd. Mbr., Vol. 11, July/Aug. 2008 at 86, extends the scope of whom the hard-pressed internal lawyers represent. One of the questions asked of the nearly 700 directors and general counsels who shared their views on boardroom issues for the magazine and FTI Consulting asked “To whom is the general counsel primarily responsible?”

Of the directors who responded, 40 percent said it is the CEO to whom the top lawyer owes top allegiance. The general counsel who responded had different views. All that the article states, in the following sentence, is that “The GCs kind of copped out, with 35% of them saying they should be equally accountable to the CEO, the board and the shareholders.” I guess the other two-thirds feel they are primarily responsible to the CEO or the board.

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