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Part I of this article begins with an overview of the history of the corporate general counsel position and then outlines formal and informal roles contemporary general counsel play, concluding with a discussion of the importance of a broad vision of the role in fostering corporate integrity and professional ethics. Part II looks at the responsibilities of general counsel in connection withSarbanes-Oxley and the 2003 amendments to the Model Rules of Professional


Part III focuses on two areas that merit careful consideration concerning the role of general counsel in the struggle to promote corporate integrity and professional responsibility. The first section advocates caution with respect to the increasingly popular practice of retaining separate "independent" counsel to handle various corporate legal matters. Overuse of this device wastes resources, and, more importantly, threatens to undermine the authority and effectiveness of general counsel. Consequently, the article suggests consideration of an ethical rule pertaining to coordination of counsel absent extraordinary circumstances.

The second section of Part III turns to the critical need for ongoing attention to the relationship between general counsel and corporate directors. Lawyers and business managers alike need standards applicable to the intersection of their roles, both as a basis for guidance and as a source of authority to invoke as a bulwark against countervailing pressures that assault integrity and professionalism. Accordingly, standards pertaining to general counsel attendance at board meetings and ongoing communication with independent directors have a great deal of merit. In addition, this article proposes a standard requiring chief legal officers to report to directors on the resignation or termination of in-house lawyers or outside counsel handling significant matters for a company and the reasons therefore.



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