The Inside Counsel Revolution: Resolving the Partner-Guardian Tension

In the past 25 years, there has been a revolution in the legal profession. General Counsel and other inside lawyers have risen in quality, responsibility, power and status. Once second-class citizens in corporations and the legal profession, they have become core members of top corporate management, equaling in importance the Chief Financial Officer and the finance function. They have dramatically shifted power from law firms to corporate law departments, assuming strategic direction over legal matters and exercising far greater control over law firm billing and economics. Ben W. Heineman, Jr. has led that revolution in his nearly 20 years as the top lawyer at GE and then in teaching and writing as a Distinguished Senior Fellow at Harvard Law School’s Program on the Legal Profession and lecturer at Yale Law School. In this analytic and prescriptive book, he describes the essence of that transformation and the modern role of inside counsel: the key functions, relationships, issues, problems and dilemmas. Moreover, he argues for the role of inside counsel as lawyer-statesman, motivated not just by the desire for income but by broader values of integrity and corporate citizenship. In this analytic and prescriptive book, he describes the essence of that transformation and the modern role of inside counsel in helping attain the corporate mission of high performance with high integrity: the key functions, relationships, issues, problems and dilemmas. He argues for the role of inside counsel as lawyer-statesman and as a partner of the CEO but also guardian of the corporation, motivated not just by the desire for income but by broader values of integrity and corporate citizenship. The Inside Counsel Revolution is a succinct, concrete yet visionary statement of first principles from a highly regarded founder of the in-house revolution that fundamentally changed the legal profession and reframed the lawyer-statesman role in this era to serve the performance, integrity and risk goals of global capitalism. Praise for Ben W. Heineman Jr. and The Inside Counsel Revolution "Ben Heineman redefined the world of inside lawyers and corporate General Counsels. His book, The Inside Revolution: Resolving the Partner-Guardian Tension, provides a thoughtful and thought provoking analysis of the role General Counsels, and lawyers more generally, can and should play in business and society. Every lawyer working in or for a business should read this book. And every business leader who works with lawyers should read it. Ben’s analysis will help them understand what to expect from their lawyers, as it also holds a mirror to what they should expect from themselves in handling the complex issues that define the modern corporate world." — Frank Blake, former Chairman and CEO, Home Depot “This powerful book explains how the inside counsel revolution has helped shape the role of responsible global companies and has transformed the legal profession. How should the corporation where you are general counsel deal with the use in China of the ultra-sound equipment it manufactures to carry out sex-selection abortions aimed at favoring boys over girls? What's an in-house lawyer to do when her duty as guardian of the corporation conflicts with her role as the CEO's lawyer and partner? On these issues and everything else — from good citizenship, to managing the profit maximizing urges of outside law firms, to handling internal scandals, to managing risk, to dealing with laws and regulations that contradict each other once you cross a national border, to chiming in on appropriate executive compensation — Ben Heineman, Jr. has provided the ultimate analysis of how corporations can, and should, function in a complex legal environment here and around the globe. More than that, he offers a fascinating set of examples of how it’s done. Every board of directors should read this book — and make not just their lawyers but their executives, too, study it and take an oath to... Read more