Integration of a Code of Conduct with outside counsel guidelines, in two ways

Many companies have a Code of Business Conduct, but until I reviewed the Guidelines For Professional Service Providers of JDS Uniphase, I had not connected such a code and a law department’s guidelines for outside counsel. The JDSU guidelines attach a copy of their Code of Business Conduct and enlist the company’s service providers, such as law firms, in the enforcement and prompt disclosure of any potential breaches of The Code. It makes sense, but that watchdog position conceivably puts law firms into some delicate situations, like the report-up-the-line requirements of Sarbanes-Oxley.

I can imagine a law department taking another step. It might insist that each of its outside law firms comply with the terms of the company’s Code of Conduct. There are too many issues and contingencies that would arise if a law department were to impose the corporate code on its law firms, even though law departments already impose in varying degrees in diversity, environmental sensitivity, pro bono and other areas.

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