In-House Ethics

Volume 5 • Issue 4 • May/June 2019
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The Lawyers’ Lawyers

The emergence of the law firm general counsel

In the past quarter-century, the legal profession has undergone a critical transformation through the growth of in-house legal departments, the rise in prestige and influence of their general counsel (GCs), and the expansive role they have come to occupy within their organizations and beyond. Describing the core tenets of this shift, often dubbed “the in-house counsel movement,” Harvard Law School professor David B. Wilkins writes:

Lawyers in in-house legal departments now regularly perform legal work that traditionally was done by outside counsel, acting both as “diagnosticians” of their company’s legal needs and as the primary “purchasing agents” for legal services that need to be procured. In-house legal departments also rival large law firms as a destination of choice for talented lawyers.

While this development has, in recent years, been a significant focus of research, debate, and writing, much of this work—and much published here in The Practice—has centered on these developments within the context of companies, whether public or private or state owned. And on one level, this makes perfect sense. Companies are among the largest consumers of legal services in the market. Therefore, what happens inside companies has significant knock-on effects throughout the legal profession and in particular on law schools and large law firms. But on another level, focusing too heavily on the rise of company in-house legal departments risks overlooking the evolution of these teams in other organizational settings. Indeed, over the past two decades the in-house counsel movement has impacted countless organizational settings, including government (see “Checking the Balance”), public agencies (see “State agency general counsel” below), nonprofits, and, as this article explores, major law firms.

Beginning in the 1990s, the largely informal in-house roles within law firms—roles dealing with issues like conflicts, compliance, risk management, and ethics—crystallized into more formal ones. True to the narrative of the larger in-house counsel movement, many large law firms elevated the sophistication and importance of in-house legal functions as well as the lawyers overseeing them (namely, GCs). Today, virtually every large law firm in the world has its own GC.

What happens inside companies has significant knock-on effects throughout the legal profession and in particular on law schools and large law firms.

This article examines the emergence of the law firm GC—the lawyers’ lawyer. First, we review a series of seminal empirical studies capturing the development of law firm in-house lawyers in the early 2000s, including an interview with one of the principle authors of these studies, Elizabeth Chambliss, a professor of law at the University of South Carolina School of Law and director of the Nelson Mullins Riley and Scarborough Center on Professionalism. Second, we talk to Michele Coffey, GC of Morgan Lewis, to learn about the role in practice from a present-day individual and institutional perspective. In the end, we are left with a substantive description of the law firm in-house counsel role—its history, function, and place in the wider legal profession.

Studying the role

Between 2002 and 2009, Elizabeth Chambliss produced a series of empirical studies tracking the evolution of in-house functions in law firms and the professionals occupying these roles. The first was a 2002 study coauthored by David B. Wilkins that explored the in-house role in law firms—which they referred to broadly as the “compliance specialist” role—through a set of in-depth interviews and focus groups. Chambliss and Wilkins wanted to know who occupied these roles, their core functions within their firms, and how these emerging in-house capacities fit into the larger functions of law firms.

In the study, Chambliss and Wilkins offered background information on the individuals identified as compliance specialists: out of a sample of 32 participants, 27 were men (84 percent) and all were white; two-thirds (66 percent) were from law firms of more than 250 lawyers and the vast majority were appointed from within the firm (94 percent); most participants practiced for years in their firm before donning their in-house role; and litigation was the most common area of that practice (31 of 32 reported significant litigation experience). A 2008 Altman Weil survey reinforces this finding with 82 percent of its Am Law 200 sample reporting litigation as their GC’s law practice background.

Chambliss and Wilkins also offer some caution in approaching their findings. They acknowledge that their sample size is limited insofar as the participating firms were selected because they had compliance specialists, thus the results reflect the approach of the firms that are making a concerted effort in this space rather than that of the far-wider population of firms. The researchers utilized a “snowball” method to gather their initial sample of 32 participants, taking recommendations from participants to identify other possible participants, and perhaps recommendations from those participants as well.

This 2002 study provided a foundation upon which Chambliss built two subsequent studies—one published in 2006 and another in 2009—that further considered law firm in-house functions and the emerging law firm GC role. In her 2006 study, Chambliss added 16 new participants, which brought more variation with respect to background and demographics (the big exception being with gender, which was virtually unchanged at 88 percent men). In this added sample, nearly three-quarters (73 percent) were from law firms of more than 250 lawyers, and most reported being appointed from within their firms (81 percent). Chambliss’s 2009 study added 12 interviews with law firm GCs and executive managers, eight of whom were new participants. The 2006 and 2009 studies added new data through interviews, recorded observations from participants at conferences, and correspondence. The three studies cover 55 firms in total.

Put together, these three studies offer a descriptively rich perspective on how the law firm in-house function developed from the late 1990s through the early 2000s and the context in which individuals like Coffey currently operate. Looking back on the studies, Chambliss comments, “There was a lot of change around how law firms approached internal compliance, ethics, and these kinds of issues between 2001 and 2008. It really felt like we caught the wave of that change across these studies.”

The rise of the ‘ethics guy’ in law firms

Chambliss and Wilkins begin their 2002 study stating, “Anecdotal evidence suggests that large law firms increasingly are turning to in-house ethics advisors, firm general counsel, and other specialists to manage the firm’s compliance with professional regulation.” They go on to note that “[m]ost commentators attribute firms’ increasing reliance on in-house compliance specialists to the increasing complexity of professional regulation and the increasing number of claims against lawyers,” even quoting one managing partner as saying, “It’s a dangerous world that large law firms are in now. We are attractive defendants.” To be sure, law firms have long had ways of dealing with conflicts, including formal conflicts committees. And yet, having a dedicated person in such a role also charged with a wider array of ethical and compliance responsibilities was unusual up until the late 1990s and early 2000s, when law firms were becoming increasingly large and complex organizations, often spanning dozens of offices across multiple jurisdictions with thousands of employees. Thus, a functional need arose for a dedicated—as one 2002 interviewee termed it—“ethics guy.” To investigate this phenomenon, Chambliss and Wilkins interviewed a set of compliance specialists about their roles and responsibilities. Through their research, a number of broad trends emerged.

Some participants struggled to define where their responsibilities began and ended.

First, Chambliss and Wilkins found that for all firms in their sample, there was at least one partner with special responsibilities for “promoting ethics and/or regulatory compliance within the firm.” Moreover, they found that in most firms this position was formal and did not rotate. At the same time, however, these compliance specialists had a spate of formal titles reflecting the emerging nature of the role. These titles include firm counsel, general counsel, attorney to the firm, ethics partner, ethics adviser, professional responsibility advisor, chair of the ethics or professional responsibility committee, conflicts partner, chair of the conflicts committee, risk management partner, and loss prevention partner. Further reflecting the variability and emerging nature of the law firm in-house role, more than a third of the original sample reported holding more than one of these titles simultaneously.

Second, when it came to responsibilities, the roles tended to focus on the consolidation of existing tasks (such as conflicts, claims, and insurance) with evolving needs (such as employment problems, partner disputes, and risk management). The responsibilities that corresponded to the various above titles also depended largely on the firm in question. For the majority of study participants, their primary substantive role was dealing with issues around conflicts of interest. Others, however, had more extensive duties such as monitoring internal systems, providing trainings, and drafting reference materials for other lawyers in the firm. Other participants struggled to define where their responsibilities began and ended. Indeed, because these professionals typically “grew up” inside their firms, and because there was no industry standard, it was unlikely that designated compliance specialists served the same functions across law firms even if they had identical titles. What was clear, however, was that the role was linked with increasing functional needs. As noted above, during the late 1990s and early 2000s, firms were becoming larger and more complex organizations, and as such having a dedicated internal counsel made sense from an organizational and functional standpoint. In an interview with The Practice, Chambliss notes:

In the late 1990s and early 2000s, from an organizational perspective, there was a functional need for somebody to be specialized around regulatory compliance and especially conflicts of interest as firms grew and lawyers became more mobile. There was money on the table. It was important to firms to have someone pay specialized attention to conflicts so that they could take on business safely and grow and have strategic planning around their business platforms. And then, insurers were beginning to get concerned about compliance.

Third, compensation and time offered further insights into how firms weighed these positions and how the individuals who occupied them felt about their work. With respect to compensation, notably, whether or not these professionals were directly remunerated for their time spent on in-house legal matters was a key factor in determining the scope of their work. Of those who were not compensated in their compliance-specialist capacities—that is, their in-house work was considered not “billable”—many reported considering it a substantial burden. (To their credit, many noncompensated compliance specialists were also virtually the only such resource their firm had.) Those who were compensated directly, however, reported a more realized and multifaceted experience as their firm’s compliance specialist. In other words, because their compensation was tied directly to their in-house function, the role had a more centralized status.

At the end of the day, as Chambliss and Wilkins write, “firms get what they pay for.”

Finally, there was an important part-time/full-time distinction. In Chambliss and Wilkins’s sample, just less than a third (31 percent) of in-house individuals were full-time compliance specialists. As such, the vast majority—just under 70 percent—performed in-house functions on a part-time basis, spending the rest of their time as practicing, client-facing, billing lawyers for their firms. In addition to the incentive issues noted above, the researchers found that full-time compliance specialists tended to be more approachable within the firm—an important characteristic for, say, an associate who may otherwise be hesitant to impose on a partner with a problem. Nevertheless, part-time compliance specialists came with their own unique advantages, especially when working through conflicts issues. “An active practice may be especially important for conflicts specialists, because practitioners presumably are sympathetic to the disappointment of losing potential business,” write Chambliss and Wilkins. Notably, the majority of the full-time compliance specialists in the study “grew up” in the firm as a practicing lawyer, although practicing part-time compliance specialists anticipated that credibility would fade. Both groups agreed, however, that credibility relied most critically on the conspicuous support of firm leadership. At the end of the day, as Chambliss and Wilkins write, “firms get what they pay for.” They explain:

Firms that compensate in-house specialists on a part-time or full-time basis also tend to have more extensive ethical infrastructure than firms that do not. For instance, several full-time specialists in our sample are backed up by active committees and/or other compliance specialists. …  It appears, therefore, that the firms’ investment in in-house compliance specialists is related to their overall investment in ethical infrastructure, as well as to the underlying management structure of the firm.

What should one make of all this? Perhaps the biggest—and simplest—takeaway from Chambliss and Wilkins’s 2002 study was both the increasing importance of compliance specialists as well as their evolutionary nature. They write:

Most participants emphasized the “evolutionary” nature of their positions. Typically, among those with formal titles, the position began informally and expanded over time as a concomitant of firm growth. Thus, in most cases, the formalization of participants’ positions was a recognition of their functional role, rather than the product of proactive design.

Alas, the impact of liability insurance

One significant factor in the lead-up to the study—and one that remains significant to the function of many of today’s law firm GCs—was the role of outside liability insurers, in particular the Attorneys’ Liability Assurance Society (ALAS), a mutual insurance company founded by 35 law firms in 1979. As Tom Baker and Rick Swedloff document in a 2017 study, before ALAS was formed, commercial insurers grouped large law firms in the same class as law and accounting practices of all sizes, and those insurers were able to leave and enter the market with such fluidity that firms could hardly rely on them for consistent coverage. ALAS represented large firms coming together to create a more stable alternative that understood and catered to their needs. Other mutual insurance organizations arose around that same time, such as Bar Assurance and Reinsurance Limited and the Managing Partners Council, but none as large or as comprehensive as ALAS. Indeed, the requirements ALAS sets out for its members—such as a minimum number of “loss prevention partners” at each firm depending on its size and spread—affect the way many large law firms organize their in-house functions.

“When those firms formed their own insurer, ALAS, it was much more proactive and collaborative than many of the others,” explains Chambliss. Creating ALAS would go on to have a rippling effect on the risk, compliance, and broader in-house function of law firms. Chambliss continues:

Back in our original study in 2001, a lot of the people we talked to started off as their firm’s ALAS liaison. And often the conversation was something like, “Hey, will you be the ALAS liaison? They meet once a year in a hotel ballroom, and they will tell you how to do everything.” And some partner would say, “OK, I’ll do it.” From there, the role then began to grow. It wasn’t always the ALAS liaison that grew into the GC, but there was an interesting connection even in the very early days.

Today, ALAS boasts more than 200 member firms. And member firms will still designate loss prevention partners and refer to ALAS’s guidelines and best practices. Beyond the policies and coverage, ALAS provides a community and support network for law firm GCs and in-house lawyers that helps them navigate issues of risk, compliance, and ethics. “It can be lonely for in-house lawyers,” explains Chambliss. “They have no real network of people to bounce things off. ALAS played a really important networking role, especially toward the beginning and probably still.”

The maturation of the law firm general counsel

“Many worried they’d lose their authority if they weren’t rainmakers or if they didn’t have equity or if they didn’t have cultural longevity with the firm,” says Elizabeth Chambliss.

Chambliss and Wilkins’s 2002 study provided the basis upon which Chambliss layered two subsequent studies as well as foreshadowed some of the developments that occurred over the years that followed. If the early part of the 2000s was characterized by a growing need for but a lack of professional standardization of the law firm compliance specialist, the mid to late 2000s saw increased formalization of the role, including the general counsel title gaining currency. For instance, in Chambliss’s combined 2006 sample, the majority of the lawyers now went by one of three titles: firm counsel, GC, or counsel to the firm. (Notably, however, the same proportion of participants in the 2002 and 2006 studies were full-time in the role at 31 percent.) Indeed, an Altman Weil survey from 2005 found that nearly 70 percent of respondents had a GC at their firm. Moreover, as Chambliss notes, once compliance specialists were identified, firms began to rely on them more. As law firms continued to grow in size and complexity into the 2000s, issues relating to compliance, ethics, human resources, insurance, conflicts, strategy, and even real estate—issues that would be quickly identifiable to any company GC or in-house legal team—became increasingly important for law-firms-as-institutions. This, along with the firms’ desire to maintain privileged communication with these specialists, led to a greater formalization of the in-house role and what Chambliss calls “structural separation” from the role of mere “partner.” She explains:

You saw a big move during the 2000s toward a formalization of the position, a consistency in the title, and structural separation from the role of a partner. It didn’t always mean there was a full-time person, although we did increasingly see full-time counsel in the biggest firms. But there was much more attention toward separating the work of the GC as the lawyer for the entity from the work of even the same person as a partner for the client.

This separation was not unproblematic. “As the position became more and more professionalized, the challenge became are you going to be respected and will you feel satisfied if this is all you do—especially if other partners don’t know you or are suspicious of you or view you as a cost center,” Chambliss explains. “As more firm counsel transitioned to full-time in-house lawyers, many had doubts around whether that would really work. Many worried they’d lose their authority if they weren’t rainmakers or if they didn’t have equity or if they didn’t have cultural longevity with the firm.” This is where the importance of networks and insurers like ALAS comes back into play. “The ability to say, ‘We’re not going to get our insurance renewed if we don’t do A, B, C, and here’s what all the other firms are doing,’ can go a long way in getting partners to listen to in-house lawyers,” Chambliss adds.

Ultimately, the evolving functional need for more-sophisticated in-house lawyers in law firms led to a professionalization in which they moved from being part-time specialists to formal, full-time GCs. Chambliss notes that some firms even brought in nonpartner GCs from outside organizations (though evidence suggests that strategy did not always work and these individuals often had short tenures). Chambliss writes that “[b]y 2004, many firms had moved toward a professional model for law firm GC: that is, the treatment of the position as a full-time position with its own professional identity and networks, distinct from that of practicing partners.”

As law firms continued to grow in size and complexity into the 2000s, issues relating to compliance, ethics, human resources, insurance, conflicts, strategy, and even real estate became increasingly important for law-firms-as-institutions.

Reflective of this trend, according to 2008 Altman Weil data, the percentage of surveyed Am Law 200 firms with designated GCs increased from 63 percent in 2004 to 85 percent in 2008. The survey contains a wealth of data that both supports Chambliss’s findings and offers new insights around the evolution of law firm GCs. As data shows, most of these GCs were also partners/owners (82 percent in 2008, a figure that remained relatively constant over time). The vast majority of the sample reported directly to both the chairman/managing partner and the executive/management committee at 91 percent. Notably, direct access to the GC also became more widespread throughout the firms with the vast majority of partners, associates, and professional staff—and even a majority of paralegals at 59 percent—reporting such engagement in 2008. As for what these GCs were doing specifically, the vast majority reported representing firms in disputes and advising on employment law, general liability, management liability, partnership issues, professional liability, and professional responsibility. Interestingly, firm GCs in the survey typically did not advise on equipment/supplier contracts, employee benefits, and leases and landlord/commercial real estate issues—areas in which a company GC might be expected to have a larger role.

As the law firm in-house role has professionalized, it has seen the rise of not just GCs but assistant GCs and other supporting roles related to risk and compliance. “I would imagine the role of law firm GC has grown into a full-time, interesting, and important role that firms increasingly recognize,” Chambliss remarks, cautioning that her research does not extend to the present day. “I would imagine that it’s a separate professional identity in many cases than that of being a practicing partner, but one with its own satisfactions both intellectually and culturally within the firm.”

State agency general counsel

In addition to researching the emergence of law firm in-house counsel, Chambliss has also explored the role of GCs at state agencies. In a recent paper, Chambliss and coauthor Dana Remus studied state agency GCs in North and South Carolina and found interesting nuances in the GC role.

“A lot of what they did was legal and strategic and forward-looking, and yet they really didn’t have any liability or responsibility because there was always an agency director who could either do what they said or not,” Chambliss explains. “So the buck didn’t stop with them, but they had a very substantive, generalist, interesting job.” Consequently or not, the state agency counsel in their sample tended to be particularly satisfied with their work. Or, as Chambliss joked, “they were all deliriously happy with their jobs.”

Chambliss also identifies a number of areas where law firm GCs and state agency GCs had the potential for shared experiences. Issues around how these lawyers derive authority and, relatedly, how they convince their respective entities to follow rules is not all that dissimilar (experience, for example, goes a long way in both settings). “Another crosscutting issue is this question of whether it makes sense to have your own person on the inside or to hire your legal expertise on the outside,” she adds. “That make-or-buy decision is an interesting one for in-house counsel in government and in businesses and in law firms.”

At the same time, state agencies offer a very different practice setting for in-house counsel. “Often you have these political fights about who controls the lawyers, and you don’t necessarily see a corollary in the private sector,” Chambliss explains. “States have these really messy executive structures, and they change all the time. And no state is the same, so while some may have a stronger attorney general’s office, others might be more decentralized.” State agency GCs may also find themselves interpreting statutes without precedent—and without much oversight. “It’s a very interesting, generalist legal position in most cases,” Chambliss concludes. “They’re really advisors. They are front-end advisors for good government.”

Becoming general counsel: Michele Coffey at Morgan Lewis

Today, virtually every major law firm has a GC. Yet, questions remain regarding how the roles described in the empirical research have developed through the 2010s, how law firms have evolved to make room for these in-house lawyers, and the effect this has had on the wider profession. To better understand how Chambliss’s research extends into the present, The Practice spoke with Michele Coffey, GC of the more-than-2,000-lawyer law firm Morgan Lewis. While there is no single model or experience for a law firm GC, Coffey’s story offers a real example of how a major law firm is approaching the position and how someone in the role today has navigated her career to occupy it.

“When the chair of our firm asked me if I would become the GC,” recalls Morgan Lewis’ Michele Coffey, “I honestly thought she had the wrong number. I couldn’t imagine why she would take a securities enforcement lawyer and ask her to become the GC.”

Coffey joined Morgan Lewis as a senior associate in the fall of 1994 working with products liability and securities litigation. As she grew within the firm, Coffey’s penchant for trying cases, separate from her growing securities litigation practice, landed her in a number of other commercial litigation matters just when they seem poised to go to trial. After 20 years at Morgan Lewis, Coffey had gotten to know a lot about the firm from a number of vantage points. In the fall of 2014, Jami McKeon took the helm as chair of Morgan Lewis. “When Jami became the chair of our firm, she asked me if I would become the GC,” recalls Coffey. “I honestly thought she had the wrong number. I couldn’t imagine why she would take a securities enforcement lawyer and ask her to become the GC.” Paraphrasing her chair’s pitch for why she should take on the role, Coffey recalls her saying, “What’s really needed to be law firm GC is judgment and temperament. If you have those things, and you add those with resilience, the rest will fall into place.” With the confidence of her chair, Coffey took the job.

Coffey was not the firm’s first GC, but the role was still taking shape. “Just as it is in the marketplace generally, it’s been an evolving role at Morgan Lewis,” says Coffey. Prior to the official role of GC, she notes, there was another designation—attorney for the firm—that was occupied by practicing lawyers and adjunct professionals—similar to the models Chambliss and Wilkins noted in their 2002 study. Over time, the role demanded more, such as a full-time position for whomever held the title. But being a full-time GC was something Coffey initially resisted. Upon accepting the position, Coffey and McKeon agreed that she would not leave her practice completely. “I loved my practice,” Coffey recalls. “I did not want to leave my practice, so Jami said keep it. And we tried that,” she says in between pauses, “but it was crushing.”

In addition to McKeon becoming chair of Morgan Lewis in the fall of 2014, the firm also underwent a massive expansion as it absorbed hundreds of lawyers from the collapse of Boston-based law firm Bingham McCutchen. In a short span, Morgan Lewis nearly doubled in size, substantially grew its international presence, and faced a significant culture shock as hundreds of Bingham lawyers joined the firm. Indeed, the firm faced many of the same teething pains that any company undergoing a major M&A deal might experience and that require the counsel of a full-time GC. “So the idea of my straddling both my role as a practicing partner and my newly minted role as GC waned,” remembers Coffey. It was clear that occupying those two high-level roles at once was not a viable option, which left her with a choice. “Now, I am 100 percent GC.”

The firm needed someone full-time in the role, having become so large and complex—just like any other organization—that there was a functional need for a lawyer’s lawyer. Coffey explains that, over time, she better understood why she was the firm’s choice:

When you talk about the evolution of the role, not only has it evolved into more of a full-time, formalized role, but it’s also starting to evolve into less of a transitional role for people who are on their way out of practice—an evolution that had already started with my predecessor. And my coming in with all the credibility that comes with having a successful practice, in conjunction to a number of other prior leadership roles, gave me more knowledge of our firm, our culture, our lawyers’ practices, the struggles they faced, and ultimately the questions they had for me. And all that gave me more confidence in my ability to guide them, advise them, and support them.

As GC, Coffey is a valued senior adviser to firm leadership and the go-to lawyer for issues of ethics, professional conduct, and internal legal issues.

Learning to become GC was its own challenge. Coffey notes that she did have the opportunity to learn from the previous GC, which, as she explains, proved invaluable. “I officially became GC January 1, 2015, but for a few months before, I more or less apprenticed with my predecessor,” explains Coffey. “He was very generous with his time, and for the first six or so months he was my phone-a-friend and was just wonderful in supporting me.” Since the 2002 Chambliss and Wilkins study, law firm GCs have also developed their own professional networks—itself reflective of the increasing institutionalization of the role. Coffey was quickly invited to join law firm GC roundtables and also connected with other peers through ALAS, the primary insurance carrier for Morgan Lewis and many other firms—networks that largely did not exist in the late 1990s and early 2000s. “They took me under their wing and let me know that everybody starts off not quite knowing what the role is, not knowing how to succeed, and having abject fear of failure,” reflects Coffey. “They were and continue to be great resources. We bounce things off of one another with some frequency. Just knowing there was a network out there was hugely important.”

The job

The empirical studies noted above sketch some of the needs and influences that precipitated today’s more robust in-house structures in law firms. Coffey’s day-to-day experience fills that picture in with how it all functions in practice—and a complex picture it is. We asked her about the various roles she occupies on a given day as GC. Among the countless functions Coffey performs, some of the most significant include:

Adviser. At the heart of the job, Coffey serves as chief legal and ethical adviser to the firm. As she explains, this aspect of the job is wide-ranging. She might advise leadership on legal, ethical, and professional conduct implications that come with growth. She might advise on the ethical and legal implications of innovation, whether that is contemplating artificial intelligence or a new floor plan of an office. She might advise on policy, whether that’s charting a new approach to litigation funding or ensuring the success of workplace programs such as Morgan Lewis’s Ramp Up Program, which is designed to support associates returning to work after an extended absence. And all this might come up in one day. As GC, Coffey is a valued senior adviser to firm leadership and the go-to lawyer for issues of ethics, professional conduct, and internal legal issues. (Interestingly, in line with the 2008 Altman Weil survey, Coffey notes that Morgan Lewis’s in-house team tends not to deal with real estate issues, which are instead left to the firm’s real estate practice group.)

Risk mitigator. Another central function of the law firm GC is interacting with the firm’s insurers, such as ALAS. “That means not only making sure that we have the appropriate coverage in place—and that we abide by all of the things that we need to abide by in order not to void coverage—but handling the docket of actual and threatened claims against the firm,” Coffey explains. “It is my job to be proactive in trying to reduce those claims, whether through training, intervention, real-time counseling, or other means. And, of course, risk mitigation is not only about legal risk, but risk to the brand and risk to the reputation of the firm.”

Culture creator. A third pillar of the law firm GC role, as Coffey describes it, is “creating, maintaining, and perpetuating a culture of compliance.” As GC it is her job to oversee the space where the firm’s many lawyers intersect with the laws, rules, and codes that govern their activity—and to help them navigate through that space ethically. This is all the more complex in a large law firm, explains Coffey. “In the past 10 days, I’ve been in our Princeton, London, Abu Dhabi, Dubai, and New York offices, which is quite a bit of terrain to cover,” she says. In Coffey’s view, all this mileage is vital to her role. “It’s important to be known, to be accessible, and to share an understanding of the things that confront our lawyers and our personnel every day,” she asserts. Ultimately, the culture of compliance that Coffey is constantly working toward is one where her lawyers are not just able to identify issues but willing to pick up the phone and seek help when they find themselves confronted with an ethical issue.

Coffey performs these core functions each and every day—and this 5,000-foot view does not do justice to the immense detail and texture on the ground. “A big part of what I do every day is field those what-should-I-do calls,” she says. Those calls, Coffey explains, wind up covering a vast range of issues:

I can find myself on any given day dealing with relationships with heads of state, the intersection of practices with marijuana law, what to do about Brexit and its potential impact on the EU practices of our U.K. lawyers, relations among and the well-being of our workforce. I mean, garden-variety conflicts; crazy, I-never-saw-this-coming conflicts; and everything in between.

“Some days I sit here speechless from the diversity of issues that I’ve dealt with over the day,” says Michele Coffey.

It is important to note that the work of the law firm GC, especially at a large firm like Morgan Lewis, is both like—and unlike—that of GCs in other settings. On one level, being an adviser, a risk mitigator, or a culture creator are highly analogous to the roles and responsibilities of most company GCs. And yet there are differences at the micro and macro levels. At the micro level, Coffey notes that there are plenty of issues she simply does not have to deal with as a GC of a law firm:

We’re not a publicly traded company. We’re not regulated that way. And remember, I served as a practicing lawyer—I served a highly regulated business. We’re regulated as lawyers, of course, but not in the same way. I don’t have the same kinds of disclosure obligations. I don’t have that type of formal board reporting or audit committee to deal with. I don’t have that public company aspect of things, which was very much a big part of what my clients, and my GC counterparts at those clients, had at the time when I was practicing.

At the macro level, while she performs critical advising tasks like any other GC, she is often doing so for other lawyers who are often also co-owners—partners—of her organization. Unlike the typical company GC, who often interacts with business executives (who are ultimately employees of the company), the typical law firm GC is dealing with clients that are often both lawyers (and all the complexity that entails) as well as partners, who by their very nature are co-owners of that organization. This, of course, creates a whole set of organizational logics unique to the law firm GC role.

Nevertheless, these challenges come with the territory. Put together, Coffey is safeguarding an organization of more than 2,200 lawyers spread across continents and jurisdictions, each of whom is serving clients and dealing with their own complex legal issues on a day-to-day basis. Coffey’s focus is therefore not just reactive but proactive in establishing a culture of compliance and ethicality because she is charged with thinking about every touch point in a complex and constantly developing picture. “Some days I sit here speechless from the diversity of issues that I’ve dealt with over the day.”

The team

Thankfully, Coffey notes, she is not alone in her firm. Indeed, if one is gauging the functions and influence of the law firm GC, another significant consideration is the team surrounding her. While the precise size and composition varies depending on the firm, an in-house staff could consist of a combination of full-time lawyers, part-time lawyers, and lawyers who are deputized for in-house functions on a case-by-case basis. At Morgan Lewis, Coffey has a dedicated new business intake and conflicts team that does the initial “blocking and tackling” on conflicts, a dedicated employment counsel who focuses on compliance for the firm in its capacity as an employer, and an administrative deputy responsible for, among other things, reviewing various contracts for the firm. This forms a sort of core in-house staff working under the GC.

For law firms, the development of their in-house function has meant better care of their own risk, compliance, and ethical affairs.

Coffey has also designated a loss-prevention partner in each Morgan Lewis office larger than 10 lawyers, in line with a recommendation from ALAS. These full-time practicing lawyers act as Coffey’s “eyes and ears on the ground,” whether that is triaging issues that arise or simply acting as the go-to people in their respective offices for local or regional ethical or risk-related questions. “These loss-prevention partners have been selected by me because of their judgment and experience,” says Coffey. “Oftentimes, they have had in their past, if not currently, an aspect of their practice that has given them particular insider experience with professional conduct rules.” Of course, Coffey concedes, there are always going to be lawyers who only have time to work directly with the GC. “They’ll bypass loss-prevention partners altogether, no matter how I try to create a structure beneath me,” she says with a laugh. “That’s just never going to work for some people.”

Lastly, there are the lawyers who are deputized for in-house functions on an ad hoc basis. These lawyers typically have a particular expertise relevant for a given in-house issue who can act as attorney for the firm or assist Coffey as an adviser. “Where I need a subject-matter expert on something, say it’s a tax question, I might deputize one of our tax lawyers to help me advise the firm,” she explains. Looking at the full picture, Coffey has multiple layers of lawyers performing the law firm’s in-house work. The GC is at the center of this constellation of actors. Coffey is orchestrating workflows and addressing issues as they are elevated to her level, working with an inner core of full-time in-house lawyers, coordinating with an outer ring of loss-prevention partners that span Morgan Lewis’s global presence, and reaching out to other lawyers as needed to get the best possible legal minds working in the interest of the firm according to the problem at hand.

The future is in-house

Between empirical research and first-person accounts, it is clear that the law firm GC role is evolving. Recognizing their own organizational growth and the increasingly complicated compliance environment, firms are increasingly devoting more lawyers, more time (and money), and more focus to in-house functions. As we see in “The Inside Track,” the way in-house lawyers (and future in-house lawyers) are trained is beginning to evolve as well—necessarily shifting with a changing reality. Looking back, Coffey remembers the mindset she took from law school as a recent graduate, and it is one she sees in new lawyers even today. “As recent graduates we were so consumed with making sure we understand the substantive components of our practice,” she recalls. “So much so that we might have been looking at the ethical aspects and the professional responsibility aspects as boxes to check—the MPRE, for example—to become a lawyer and get to the substance.” Rather than trying to check the boxes and move on, however, Coffey urges lawyers, and especially young lawyers, to adopt a mindset of ethicality as an ongoing aspect of being a complete lawyer.

The law firm GC is at the center of a constellation of actors—an inner core of full-time in-house lawyers, an outer ring of loss-prevention partners, and other lawyers as needed.

For law firms, the development of their in-house function has meant better care of their own risk, compliance, and ethical affairs. “When somebody is specifically in charge of compliance, you get more attention to compliance,” says Chambliss. “And having someone who’s actually compensated or recognized or encouraged to play this role—our thinking was this would only improve a firm’s efforts to be better in these areas.” Precisely how far this development has advanced is yet unclear, but Chambliss points to three critical questions that offer useful starting points for such research: What is the formal authority structure in today’s large law firms? How do they approach issues of succession? And how is firm culture conceived and weighed in this equation? Whatever the answers are, however, the days of the informal in-house management are at an end and an era of deliberate in-house function in law firms is now fully under way.

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In-House Ethics Volume 5 • Issue 4 • May/June 2019

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