Innkeepers: A Unifying Theory of the In-House Counsel Role
76 Pages Posted: 26 Mar 2010 Last revised: 19 Sep 2011
Date Written: March 24, 2010
The emergence of the in-house counsel role, or “innkeepers” in the terminology of this Article, is one of the most significant shifts in the legal profession over the past half century and this development inevitably has implications for legal scholars, policymakers, and practitioners. A concise, all encompassing, theory of the in-house counsel role has proven elusive for legal scholars, as well as a comprehensive analysis of in-house counsel impact on business enterprises. In order to fill this significant gap in the legal literature, this Article articulates a unifying theory of in-house counsel value creation positing that the strategic in-house counsel role, embodying consistent interaction with corporate operations and actors (e.g., management and employees), enables the modern corporation to significantly enhance its creation of value. Paradoxically, this theory further illustrates that being an innkeeper (i.e., an embedded employee with a single client) is not a vice, as often assumed by many legal observers, but rather is a virtue promoting more pragmatic resolutions to a range of corporate issues. The strategic tasks that in-house counsel undertake add value, when completed by competent professionals with well-honed ethical sensibilities, because they are fundamentally different from the largely tactical role of outside law firms. Beyond providing a novel descriptive assessment of the in-house counsel role, our theory has significant implications for corporate governance, the legal profession, and legal education.
Keywords: general counsel, in-house counsel, corporate governance, corporations, business, transaction, compliance, ethics, legal profession
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