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The GC Evolution

I recently spoke about prospects for federal privacy legislation at the annual conference of the International Association of Privacy Professionals. This group didn't even exist when I graduated from law school in the 1980s, but today it fills one of the largest ballrooms in Washington, D.C. Many of these privacy officers work closely with in-house counsel on a daily basis. The meeting reminded me of the constant evolution of roles in our nation's companies. New positions are born constantly, and older roles seldom remain static.

The in-house counsel role has its origins in the late 1800s, when railroads first added lawyers to their executive teams. As they expanded across the country, railroads were the first businesses to be subject to the laws of multiple states on a daily basis. Their continued growth turned on their ability to manage legal issues in a way that no industry had experienced before. No longer comfortable relying solely on outside lawyers, they hired general counsel, thereby ensuring that they could integrate their assessments of legal issues with other business considerations.

The role of in-house counsel has constantly evolved ever since, ebbing and flowing in response to broader societal forces. These have included changes in the regulatory and political climate, economic trends and new ideas in management philosophy. The current decade is particularly dynamic, shaped by a variety of trends.

The first trend is the most obvious--the decline in the public's confidence in business integrity. Regulators and business executives alike have asked in-house counsel to play an expanded role in ensuring stricter legal compliance and stronger business ethics. The roles and responsibilities of in-house counsel have expanded as a result.

A second trend is the impact of rapid changes in science and engineering. History suggests technological advancement almost always leads to important changes in the law. New legal fields emerge and older legal principles are altered to account for the impact of new technology on society. An issue such as privacy illustrates this phenomenon. With the expanded collection and use of personal information, privacy laws are changing around the world. This is driven not only by legislation, but also by new interpretations of long-standing consumer protection laws. In-house counsel are playing a key role in anticipating, adapting to and shaping these changes.

Another trend is the increased attention the media pays to legal decisions. Cable television introduced multiple channels hungry for news, and Internet news organizations and bloggers further intensified media scrutiny of companies' activities.

The result is that business decisions and legal controversies are subject to an unprecedented level of discussion and scrutiny. I'm no longer surprised when an obscure clause in one of our licensing contracts becomes the subject of fervent debate. That's something the railroad giants definitely didn't need to address.

These trends are changing the role of in-house counsel. We need to integrate with a broadening array of other disciplines. This adaptation requires general counsel to have a deeper understanding of business models, science and technology, government affairs, international cultures and public relations. Lawyers increasingly are part of multi-disciplinary departments. We work more closely with these other experts, and to be effective we need to be problem solvers and even diplomats, collaborating closely with business leaders while still preserving our more traditional roles.

Ultimately, these forces are expanding our opportunities to contribute to our companies and the broader economy. In-house counsel positions are becoming even more interesting and more important. But as in all situations when the bar is raised, there are also new and bigger challenges. Change is constant, and we need to adapt to it.


Brad Smith is the senior vice president, general counsel and corporate secretary of Microsoft Corp.

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Brad Smith

Brad Smith has nearly 20 years of leadership experience in the web consumer, enterprise software and communication service provider industries, spanning sales and marketing, product...

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