Fall 2020 • Seminar
Challenges of a General Counsel: Lawyers as Leaders
Exam Type: No Exam
As the seminar description indicates, in this seminar we will use a series of in-depth case studies to examine the challenges facing General Counsels (GCs) in the private, government, and non-profit sectors. To explore these issues, we will have a number of prominent GCs as guest lecturers, including the GC of American Express (along with Ben Heineman, former GC of GE) in the private sector, the former GCs (although sometimes having different titles) of the Defense Department, State Department, Justice Department, and White House in the public sector, and the GCs of Harvard, the Mellon Foundation, and Partners in Health from the non-profit world. In order to ensure a lively and informative discussion with these senior leaders, we are looking to put together a class of students who collectively have interest and experience in all of these sectors.
This course will explore the three fundamental roles of lawyers — acute technician, wise counselor, and lawyer as leader — in a series of problems faced by general counsel in major private sector, public sector and non-profit sector institutions. In the past 25 years, general counsel have risen in power and status within the profession, becoming core members of top management and intimately involved in complex, multi-faceted problem solving and strategy setting. The “cases” in this course involve questions beyond “what is legal” and focus on “what is right,” using specific illustrations drawn from the contemporary world – in business (e.g. the BP oil spill, Google’s clash with the Chinese government GM’s delay in dealing with ignition switch issues); in government ( e.g. Guantonamo, “don’t ask don’t’ tell, Iran sanctions, torture, Libya); and in non-profit organizations (e.g. privacy, sexual harassment policies, patient’s rights). These cases involve a broad range of considerations: ethics, reputation, risk management, public policy, politics, communications and organizational citizenship.
The course will advance for critical analysis the idea of the general counsel as lawyer-statesman who has a central role in setting the direction of the organization, but who must navigate complex internal relationships and challenging external ones. The course advances a broad view of lawyers’ roles and examines the skills, beyond understanding law, required in complex problem solving by the lawyer-statesman. The first four classes of the course will be focus on the role of general counsel in a multi-national corporation, and will be taught by Professors Wilkins and Heineman and a current GC. The next five classes will focus on public sector and will be taught by distinguished leaders who served as White House Counsel, Defense Department GC, Legal Advisor at the State Department, Treasury Department GC and Assistant Attorney General-Legal Counsel at the Justice Department. The final three classes will focus on the non-profit sector and will be taught by the GCs of the Mellon Foundation, Harvard University and Partners Healthcare.
Each class will center around a one or two page hypothetical or real problem dealing with a fundamental challenge faced by general counsels in a rich context involving institutional dynamics, personality, policy, politics, culture and history. In preparation for the discussion, students will read materials from a variety of sources and disciplines designed to give them background on the problem and institution to be discussed. Students will also write 2-3 page response papers (which will be graded pass/fail) using the problem to highlight issues they feel are important and to raise questions for the class discussion. Students will be graded on satisfactorily completing all response papers, on actively participating in class discussion, and on a 10 page paper due on the last day of exam period on a topic relating to the role of the GC in a particular setting.