The Roles and Responsibilities of the General Counsel in the Organization’s Ethical Culture

The Markkula Center for Applied Ethics at Santa Clara University hosted a panel discussion on The Roles and Responsibilities of the General Counsel in the Organization’s Ethical Culture. The panel consisted of:

  • Tom McCoy, executive vice president, legal affairs, and chief administrative officer, Advanced Micro Devices, moderator
  • Craig Nordlund, senior vice president, general counsel and secretary, Agilent Technologies
  • Martin Collins, senior vice president and general counsel, Novellus
  • Fred Gonzalez, vice president, general counsel, and secretary, SonicWall

You can also listen to an audio recording of the panel discussion. (MP3)

Craig offers up the Winona Ryder paradigm as the reason Enron happened:

“Why did she do it? Well, first of all, she figured she wouldn’t get caught. And secondly, if she did get caught, she figured because she was famous, she would get off scot-free. And so he said in the environment in which Enron was operating, Ken Lay and his executive team had that same sort of sense, that they probably wouldn’t get caught, but if they did, nobody was punishing white collar crime of that magnitude, and so they’d get off and they could move on successfully to another job.”

Craig sees the role of the general counsel shifting from one acting as an advocate to one acting as a policeman. The Chief Compliance Officer, the General Counsel and the Audit Committee are holding the company accountable as a whole.

Martin likes to look at general counsel as a “consigliere,” someone that is turned to for their advice and their judgment. If you are just repeating the law as it’s written down by outside counsel, you are not doing your job. General counsel needs to focused on preventing problems from arising in the first place.

Fred believes that general counsel needs to “avoid underestimating the risk of suppressing facts solely to preserve internal solidarity.”

Is it unethical if you do not get caught? Of course it is still wrong.

Is ethics a function of the general counsel. One response is that it is not a function at all. It is a set of values and a vision.

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