While the American Bar Association’s Model Rules of Professional Conduct provide a framework for in-house attorneys to follow in dealing with ethical questions, they leave plenty of room for discretion that can make compliance difficult.
So, in the first of two “Ethics Boot Camp” sessions at InsideCounsel’s SuperConference, Brian Martin, general counsel of TLA-Tencor Corp., reviewed the Model Rules and offered several scenarios of corporate misconduct to spark discussion about the appropriate steps an in-house attorney should take.
The evolution of in-house counsel from a strictly legal role to business partners has complicated the ethical issues, Martin said. “The trend of in-house counsel being business advisors raises potential serious conflicts of interest,” he said.
However, many in-house departments still don’t conduct training on ethics, he said.
“Resorting to self-help and letting your lawyers figure it out on their own is not the way to go,” Martin said. He suggested that the attendees use the slides and scenarios developed for the boot camp to conduct in-house ethics training.
Martin, who authors an ethics column for InsideCounsel, offered three other best practice suggestions:
- Identify someone in the legal department to track ethics decisions on the state and national levels, or ask your outside counsel to prepare an annual presentation to ensure that your team stays up to date on ethics issues
- Be careful of words that suggest to executives or business managers that you have an attorney-client relationship with them, for example, by referring to them as “clients”
- Find an ethical company to hire you. That means assessing the ethical culture before you take the job, and asking questions during the interview process that reveal that culture. “We all want to be steering the ship rather than addressing the shipwreck,” Martin said.