Inside Experts: The role of in-house lawyers in protecting corporations

In-house lawyers should remain loyal to their companies.

The Occupy Wall Street movement’s Human Worth Amendment states, “A corporate entity is not a person and, therefore, is not entitled to the rights and protections set forth in the Constitution of the United States of America for human-beings.”

The immediate impetus behind the statement is the Supreme Court’s 2010 decision in Citizens United v. Federal Election Commission allowing corporations to fund political speech. But there may be more than just campaign law under challenge. Putting aside politics, and looking at the Occupy movement’s general sentiment against corporations on a professional level, it seems to me that the protesters are posting the very fundamental question of whether corporations should be allowed to continue as self-directing business organizations, managing their own money and affairs, sanctioned and protected by laws.

While corporations are a creature of statute, they are also made up of people who make decisions on behalf of the corporation. Over the course of my  in-house career, I have learned to look for agreement among my business side colleagues before acting or responding. For Type A personalities like me, this can be a hard rule to follow. But there came a point when I realized, literally, that the word “corporate” means a group of people working together, and that I didn’t need to feel like I had to go it alone to do my job. I also learned to develop formal company policies for how to perform my job, document them, and then follow them down to the letter. If exceptions are to be made, I allow the escalation process to play out and the business side to make a strong enough case for making the exception. Policies ensure the company’s interests are served in day to day operations, regardless of who in the company is involved or the circumstances.

I also promote my company’s products when opportunities present themselves. Corporations only exist to produce goods and services of some kind. There is no such thing as a corporation dedicated to evil like Virtucon from the Austin Powers movies, though the Occupy protesters would seem to think so. A number of years ago, I spoke at an all-day law conference in Boston on the topic of application service providers (ASPs). A panel of lawyers from a well-known enterprise resource planning software company also gave a presentation.  To me, they sounded more like sales people than lawyers. I came away from the conference thinking their presentation was inappropriate. But the more I thought about it, the more impressed I became by the energy they put into promoting their company’s product. Ever since then, I have tried, in my own style, to pitch my company. If you don’t feel comfortable promoting your company’s products, you should not say anything bad about them.

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Eric Esperne

Eric Esperne is counsel for Dell Services and is located in Canton, Mass. He has more than 15 years experience as in-house counsel for government,...

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