I believe that an effective in-house counsel is, at base, a great teacher. Let’s face it: If you can get sales professionals (who tend to have the attention span of ferrets on a double espresso) to understand the Foreign Corrupt Practices Act, you must be an outstanding teacher. If you have ever desired to ply these rare skills to teaching a law school class, then I have a suggested class for which you already have unique subject matter expertise: in-house practice.
I have taught a class on the unique aspects of being an in-house counsel for seven years at SUNY Buffalo Law School, my alma mater. I had often thought that a law school class examining in-house practice might be interesting to law students, particularly as the job has dramatically changed in recent years. So when the dean of my law school was on his annual West Coast “alumni relations” tour and asked if there was anything he could do for me, I proposed the idea of teaching a class. The anxiety of creating a class from scratch and teaching it to really bright law students (the school must have raised the admissions standards after I graduated) set in.
I developed the class around two themes: the role of in-house counsel and unique ethical issues in-house counsel face. Traditional law school curriculum has done little to educate lawyers about the role of the in-house lawyer and our emergence as a strategic force in the corporate setting. Granted, most law students do not march right into legal departments upon graduation. The class endeavors, therefore, to sensitize the students to the issues, pressures and politics faced by in-house lawyers with the hope that familiarity and empathy with these challenges will make those them more effective outside counsel.
As for the ethics focus, the first 11 years of this century have produced plenty of unfortunate case studies of in-house lawyers falling under government scrutiny and failing their ethical obligations. These examples highlight common ways in which in-house lawyers negligently or intentionally fail to act in the best interest of the client. To curtail the continued swelling of these regrettable lapses, these case studies are worthy of meticulous exploration in a law school setting.
To illustrate the complexity of these ethical issues, I teach the class mostly through role-playing. The students assume the role of an in-house lawyer. The scenarios force the students to manage conflicted business partners and consider up-the-ladder or external reporting. This helps sensitize the students to the myriad considerations and consequences of properly discharging their ethical obligations.
The final exam is modeled after in-house practice. I assign each student a different time to pick up his or her exam and ask him or her to return to the exam room 30 minutes later. The exam presents a fact pattern that raises a number of ethical issues. At the appointed time, the student and I role-play, with the student as the in-house counsel and me as the headstrong CEO or chairman. While these exams take time to administer (I have limited the class to 15 students), they replicate the time pressures and political realities of being an in-house counsel.
Be warned: There is no model curriculum or even textbook for a class on in-house practice. Since I began teaching this class, I have learned that others have independently developed similar classes. Still, none of us have exchanged material (at least to my knowledge). Developing and updating these materials is time-consuming but will force you to stay current on critically important developments.
If you are interested in teaching a class like mine, then reach out to a local dean. Thereafter, I will be happy to partner with you in providing this important education. Brian Martin is SVP and general counsel of KLA-Tencor Corp. Send your comments and best ethics practices to him at insideethics@gmail.com.
