The Inside Counsel Revolution: Resolving the Partner-Guardian Tension

The Inside Counsel Revolution: Resolving the Partner-Guardian Tension by Ben W. Heineman, Jr., former General Electric General Counsel and a founding father of the inside counsel movement, describes the past, present and future of this transformation. He takes a critical and careful look at the central role of General Counsel in advancingthe core mission of today’s corporation: to achieve high performance with high integrity and sound risk management. He explains how to resolve the critical tension facing inside counsel—being partner to the board of directors, the CEO and business leaders, but ultimately being guardian of the corporation.

Corporations began to hire more sophisticated and accomplished inside lawyers, not just to reduce the cost and influence of outside law firms, but also to meet a leadership imperative as corporations faced an ever-expanding agenda of “business in society” issues. There has been an exponential growth in risks and opportunities affecting the performance of the corporation from legislators, regulators, enforcers, the media, interest groups, competitors, non-governmental organizations, the public and geopolitics in different complex markets all across the globe. Helping to navigate these crosscurrents, Heineman maintains, has placed the General Counsel at the right hand of the CEO and the board of directors.

“The General Counsel,” writes Heineman, “must have the character and independence to speak her mind, the courage to stand up in contentious groups and situations, the capability to see problems from many angles, to analyze risk, and to self-confidently help articulate a vision for the company. She must hold three fundamental roles—as technical expert, wise counselor and accountable leader—and be able to execute them simultaneously.”

Backed by examples and case studies from companies like GE, Siemens, Enron, Google, Wal-Mart and dozens more, Heineman advances a robust and sophisticated approach for addressing a corporation’s most pressing issues. The General Counsel must play a central role in establishing an integrity culture, addressing complex global legal risk, setting ethical standards beyond what law requires, participating in crisis management, defining corporate governance including pay for performance with integrity, and ultimately, defining corporate citizenship.

Praise for Ben W. Heineman Jr. and The Inside Counsel Revolution

“Ben Heineman redefined the world of inside lawyers and corporate General Counsels. His book, The Inside Counsel Revolution: Resolving the Partner-Guardian Tension, provides a thoughtful and thought provok­ing analysis of the role General Counsels, and lawyers more generally, can and should play in business and society. Every lawyer working in or for a business should read this book. And every business leader who works with lawyers should read it….” —Frank Blake, former Chairman and CEO, Home Depot

“This powerful book explains how the inside counsel revolution has helped shape the role of responsible global companies and has transformed the legal profession. How should the corporation where you are general counsel deal with the use in China of the ultrasound equipment it manufactures to carry out sex-selection abortions aimed at favoring boys over girls? What’s an in-house lawyer to do when her duty as guardian of the corporation con­flicts with her role as the CEO’s lawyer and partner? On these issues and everything else...Ben Heineman Jr. has provided the ultimate analysis of how corporations can, and should, function in a complex legal environment here and around the globe…. —Steven Brill, founder of American Lawyer magazine

“No one understands better the critical role General Counsel play in assuring the success of global corporations than Ben Heineman, the former GC of GE. Expanding on his important and groundbreaking work and writing, Heineman’s The Inside Counsel Revolution is deeply insightful—rich with detailed analysis and penetrating vignettes based on real-life crises. This is a must-read for anyone, not just lawyers, who wants a practical vision of how global corporations can thrive and avoid the reefs and shoals of today’s treacherous legal environment.” —Larry D. Thompson, former Deputy Attorney General of the United States and former Senior Vice President and General Counsel, Pepsico

“Ben Heineman’s extraordinary book, The Inside Counsel Revolution, is a must-read not only for inside corporate counsel at all levels, but also for all corporate officers in the C-Suite and senior outside counsel who regularly interact on major matters with the corporate team. Why? Two primary reasons: First, it is a richly textured and comprehensive chronicle of his remarkable first-hand experiences in high-level, real-world, and high-stakes settings. Second, it is chock full of wisdom, insightful analysis, and priceless advice for any lawyer sitting, or aspiring to sit, on the hot seat of the chief legal officer.”
—E. Norman Veasey, former Chief Justice of the Delaware Supreme Court

“During and after his landmark tenure at GE, Ben Heineman became the leading voice articulating the highest aspirations for the general counsels that have followed in his footsteps. In this insightful and deeply practi­cal book, he forcefully describes the tremendous potential that general counsels have to help their companies, the legal profession, and society as a whole achieve what he aptly refers to as ‘high performance with high integrity.’ His sustained and comprehensive analysis should be required reading for every academic, practitioner, and law student committed to making this ideal a reality.” —David B. Wilkins, Lester Kissel Professor of Law and Director, Center on the Legal Profession, Harvard Law School

“Ben Heineman puts forth a vision of the modern General Counsel that is both aspirational and profoundly practical. Refreshingly candid about the challenges facing global companies today, The Inside Counsel Revolution shows why Heineman’s ‘lawyer-statesman’ General Counsel is an indispensable member of a winning leadership team. A must-read for CEOs and boards of companies seeking high performance with high
integrity.” —Lynn Sharp Paine, John G. McLean Professor of Business Administration, Harvard Business School

“This is a must-read for any director of a public company. Ben Heineman, legendary GE GC, makes a compelling case that the General Counsel is an essential partner for boards and business leaders on core issues of performance, integrity, and risk. The stories of right and wrong will stay with you for years.” —Shelly Lazarus, Chairman Emeritus, Ogilvy & Mather