Scope of responsibility of a law department does not extend to all “processes, systems, protocols, structures, operations and controls”

“Essentially, legal departments must ensure accountability, defensibility and transparency in a company’s processes, systems, protocols, structures, operations and controls.” That prodigious comes from a White Paper on Legal GRC: November 2008 at 4.

I disagree. It is not the responsibility of a general counsel to manage the entire company, which is what the extraordinarily broad scope amounts to (See my post of Aug. 5, 2005: “pre-law” groups; July 19, 2007: GC’s role too expansive; Nov. 9, 2008: legal advice but not operational implementation; June 22, 2008: easy to ascribe responsibility to legal department; and Nov. 22, 2008: “control functions”.).

Aside from the traditional legal services provided commonly by law departments, many more functions could and do fall to the general counsel. I list below 17 of them, in roughly the order that I think are appropriate to be the responsibility of the general counsel. The final group all stands in about the same position: they should not be part of the law department.

Corporate Secretary (See my post of Dec. 12, 2007: corporate secretary with 13 references.)

Regulatory Compliance (See my post of June 11, 2008: compliance with 33 references.)

Corporate Governance (See my post of Aug. 17, 2008: corporate governance with 18 references.)

Environmental Health and Safety (See my post of March 23, 2007: Raytheon’s Office of the General Counsel; and Aug. 5, 2005: a database of EH&S issues.)

Contract management and administration (See my post of May 5, 2006: contracts with 15 references.)

Ethics (See my post of Dec. 22, 2005: ethics with 5 references.)

Government Affairs/Relations (See my post of Aug. 21, 2008: government relations and legislation influencing with 6 references.)

Security (See my post of Feb. 1, 2007: Cummins, and also aviation.)

Tax is quite commonly outside the fold. (See my post of Dec. 6, 2006: why tax lawyers don’t report to the general counsel.)

Anti-counterfeiting (See my post of May 5, 2008: Lenovo; June 11, 2008: cottage industry of counterfeit trackers; and Oct. 11, 2008: role of law department in anti-counterfeiting.)

Records retention, litigation mapping and holds (See my post of Aug. 27, 2008: litigation hold notices with 6 references.)

International trade, export-import (See my post of June 11, 2008: GM’s export compliance software.)

Employee Stock Administration (See my post of Sept. 17, 2007: equity stock administration.)

Claims (See my post of June 26, 2008: claims management moving to law departments.)

Workers compensation (See my post of June 25, 2008: workers comp should not be in the law department.)

Insurance Risk Management (obtaining insurance) (See my post of March 23, 2008: risk management with 18 references; and Aug. 21, 2005: tension between lawyers and risk managers on notification of claims.)

Records management (See my post of April 27, 2008: Kraft and team; Feb. 18, 2007 on records management; Feb. 18, 2007: five fundamentals about records management; and March 1, 2007 #1: vendors for records management.)

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