Indispensable Counsel

E. Norman Veasey is a senior partner at Weil, Gotshal & Manges. Christine T. Di Guglielmo is an associate at Weil, Gotshal & Manges, practicing in the Delaware office.

• ABOUT THE AUTHORS ; ACKNOWLEDGMENTS ; FOREWORD by Ben W. Heineman, Jr. ; FOREWORD by Ira M. Millstein ; PREFACE ; INTRODUCTION ; CHAPTER I THE GENERAL COUNSEL'S CHALLENGES IN THE NEW REALITY ; A. The Landscape ; B. Key Characteristics of the General Counsel Position ; C. Dealing with the New Reality ; D. Key Takeaways for the General Counsel's Challenges in the New Reality ; CHAPTER II EVOLUTION OF THE ROLE OF GENERAL COUNSEL ; A. Historical Perspective ; B. Modern Reality ; C. Key Takeaways on the Evolution of the Role of General Counsel ; CHAPTER III the general counsel on the balance beam ; A. The Many Hats Worn by the Modern General Counsel ; B. The Lonely Middle: Relationships with Senior Management and the Board ; C. Other Relationships ; D. Key Takeaways for the General Counsel on the Balance Beam ; CHAPTER IV THE GENERAL COUNSEL LEADING THE CHARGE ; A. Establishing and Maintaining a Legal and Ethical Culture ; B. Ethics and Professional Conduct Rules Governing In-House Counsel ; C. Demonstrating Openness and Community Involvement ; D. Key Takeaways for the General Counsel in Leading the Ethical Charge ; CHAPTER V ADVISING THE BOARD ON CORPORATE LAW AND OTHER LAWS ; A. Corporate Law and Corporate Governance Under State Law ; B. The CLO's Advice on Other Laws and Issues ; C. Key Takeaways for the General Counsel in Advising on Corporate Law and Other Issues ; CHAPTER VI Managing the Legal Department ; A. Need for Adequate Resources ; B. Compartmentalization and Decentralization ; C. Global Challenges ; D. Working Within the Law Department Budget ; E. Choosing Outside Counsel ; F. Key Takeaways for the General Counsel in Managing the Legal Department ; CHAPTER VII THE GENERAL COUNSEL IN THE CROSSHAIRS: EXPOSURE TO SANCTIONS, PROSECUTION, AND LIABILITY ; A. Conceptualizing the Role: The General Counsel as Advocate, Gatekeeper, or Persuasive Counselor ; B. Reporting up and Reporting out ; C. Understanding the Risks: Types of Liability Exposure Confronting In-House Counsel ; CONCLUSION ; APPENDIX A Table of Contents of The Corporate Director's Guidebook (6th ed.) ; APPENDIX B Table of Contents of Stephen A. Radin, The Business Judgment Rule (6th ed.)