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Book Cover for: The Inside Counsel Revolution: Resolving the Partner-Guardian Tension, Ben W. Heineman

The Inside Counsel Revolution: Resolving the Partner-Guardian Tension

Ben W. Heineman

The
Inside 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.


In the past 25 years, there has been a revolution in
the legal profession. General Counsel and other inside lawyers have risen in
quality, responsibility, power and status. Once second-class citizens in
corporations and the legal profession, they have become core members of top
corporate management, equaling in importance the Chief Financial Officer and
the finance function. They have dramatically shifted power from law firms to
corporate law departments, assuming strategic direction over legal matters and
exercising far greater control over law firm billing and economics.


Ben W. Heineman, Jr. has led that revolution in his
nearly 20 years as the top lawyer at GE and then in teaching and writing as a
Distinguished Senior Fellow at Harvard Law School's Program on the Legal
Profession and lecturer at Yale Law School. In this analytic and prescriptive
book, he describes the essence of that transformation and the modern role of
inside counsel: the key functions, relationships, issues, problems and
dilemmas. Moreover, he argues for the role of inside counsel as
lawyer-statesman, motivated not just by the desire for income but by broader
values of integrity and corporate citizenship.


In this analytic and prescriptive book, he describes
the essence of that transformation and the modern role of inside counsel in
helping attain the corporate mission of high performance with high integrity:
the key functions, relationships, issues, problems and dilemmas. He argues for
the role of inside counsel as lawyer-statesman and as a partner of the CEO but
also guardian of the corporation, motivated not just by the desire for income
but by broader values of integrity and corporate citizenship.


The Inside Counsel Revolution is a
succinct, concrete yet visionary statement of first principles from a highly
regarded founder of the in-house revolution that fundamentally changed the
legal profession and reframed the lawyer-statesman role in this era to serve
the performance, integrity and risk goals of global capitalism.


Published by the American Bar Association in April 2016.

Book Details

  • Publisher: American Bar Association
  • Publish Date: Aug 15th, 2023
  • Pages: 527
  • Language: English
  • Edition: undefined - undefined
  • Dimensions: 8.50in - 5.60in - 1.30in - 1.80lb
  • EAN: 9781634252799
  • Categories: Administrative Law & Regulatory PracticeCorporateLegal Profession

About the Author

Heineman, Ben W.: - Ben W. Heineman,
Jr., was GE's Senior Vice President-General Counsel from 1987-2003 and then
Senior Vice President for Law and Public Affairs from 2004 until his retirement
at the end of 2005. He is currently Senior Fellow at Harvard Law School's
Program on the Legal Profession and its Program on Corporate Governance, Senior
Fellow at the Belfer Center for Science and International Affairs at Harvard's Kennedy
School of Government, and Lecturer in Law at Yale Law School. A Rhodes Scholar,
editor-in-chief of the Yale Law Journal, and law clerk to Supreme Court Justice Potter Stewart, Mr.
Heineman was assistant secretary for planning and evaluation at the U.S.
Department of Health, Education, and Welfare and practiced public interest law and
constitutional law prior to his service at GE. His book, High Performance with High Integrity, was published in June 2008 by the Harvard Business Press. He writes and
lectures frequently on business, law, public policy, and international affairs.
He is also the author of books on British race relations and the American
presidency.





He is a member of
the American Philosophical Society; a fellow of the American Academy of Arts
and Sciences; a member of the Presidents' Circle of the National Academies of
Sciences, Engineering, and Medicine; and a former member of the National
Academy of Science's Committee on Science, Technology, and Law. He is recipient
of The American Lawyer magazine's Lifetime Achievement Award, the Lifetime Achievement Award
of Corporate Counsel magazine, and the Lifetime Achievement Award of Board Member magazine. He was named
one of the Top 50 Innovators in Law in the Past 50 Years by The American Lawyer, one of America's 100 most influential lawyers by the National Law Journal, one of the 100 most influential individuals on business ethics by Ethisphere magazine, and one
of the 100 most influential people in corporate governance by the National
Association of Corporate Directors. He serves on the boards of Memorial Sloan Kettering
Cancer Center, the Center for Strategic and International Studies, Central European
University, and Transparency International- USA. He is a graduate of Harvard
College (BA-History), Oxford University (B.Litt--Political Sociology), and Yale
Law School (JD).

Praise for this book

"Ben
Heineman redefined the world of inside lawyers and corporate General Counsels.
His book, The Inside 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. Ben's analysis
will help them understand what to expect from their lawyers, as it also holds a
mirror to what they should expect from themselves in handling the complex
issues that define the modern corporate world."

-- 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 ultra-sound 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 -- from good
citizenship, to managing the profit maximizing urges of outside law firms, to
handling internal scandals, to managing risk, to dealing with laws and
regulations that contradict each other once you cross a national border, to
chiming in on appropriate executive compensation -- 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. More than that, he
offers a fascinating set of examples of how it's done. Every board of directors
should read this book -- and make not just their lawyers but their executives,
too, study it and take an oath to live it."

--Steven J. Brill, Brill Journalism
Enterprises

"Ben
Heineman is responsible for defining the modern Office of the General Counsel.
This is a must read for all in-house attorneys?--and for all outside lawyers
who serve corporations."

--Michael J. Holston, Executive Vice
President and General Counsel, Merck & Co.

"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

"Major
international corporations have become quasi- public institutions impacting the
thousands, if not millions, who are either employed by them, use their output,
or are impacted by their functioning, worldwide. Inside legal counseling of
their management requires a vast combination of talents: law, obviously, and
sensitivity to public policy, governmental concerns, and most importantly,
courage. Ben Heineman, the long-time leader of the inside counsel revolution,
has that combination in abundance and brings to those attempting that
counseling an aspirational model, and to the general reader, a fascinating
glimpse of the tensions inherent in counseling the management of these unique
institutions."

--Ira M. Millstein, Senior Partner,
Weil, Gotshal & Manges

"Based
on his pioneering work in creating the modern corporate law department,
lawyer-statesman-teacher Ben Heineman ably sets out the core rules that must
guide lawyers of skill and integrity as they advise businesses striving to
achieve sustainable strong long term performance. The challenges he faced and
the lessons he learned provide an invaluable and practical vision for both
inside lawyers and the external counsel who work with them."
--John F. Olson, Partner, Gibson, Dunn & Crutcher

"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 Sharpe Paine, John G. McLean Professor of Business
Administration, Harvard Business School

"Ben
Heineman, a renowned pioneer at GE, has written an extraordinary and definitive
book on the role of the general counsel in companies today. It offers rich
insights not only for those of us who serve in these positions, but for business
people who must operate at the intersection of business, law, public policy,
and corporate responsibility."
--Brad Smith,
President and Chief Legal Officer, Microsoft Corporation

"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 ground breaking 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 want 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

"The
transformation of the corporate legal department from a "backwater" into a
premiere destination for ambitious lawyers to learn and grow their careers, in
many ways forms the nub of what Heineman calls the Inside Counsel
Revolution..... Heineman's book is not a memoir of his time inside GE or a
history of the inside counsel movement. Rather, he offers a set of
prescriptions for how GCs can maximize their role in a corporation. The book
explicates the unique role that a general counsel can play to help a corporation
meet its highest performance and maintain integrity. He draws on recent history
to call out lawyers who have fallen down, or commend his colleagues who in his
view have effected tough decisions.... in-house counsel bring a unique
perspective and analysis that makes them a conscience [of the company], their
views important and their role bigger than a bureaucratic function, he writes."

--Gabe Friedman, Bloomberg Big Law
Business