As someone who has been in-house, however, I want to comment on Ed’s emphasis on the need for counsel to be independent and to tell a client “no.” He is, of course, absolutely right and it may be that outside counsel are more likely to do so.

I would only extend his remarks to make a diffent point, i.e. that, however difficult it may be, inside counsel have the exact same obligations. “My boss told me to do it” won’t wash with disciplinary authorities.

When I was a full time GC, I was part of the senior management team and a good part of my compensation did vary with the company’s success. But I also considered myself “apart” in some sense from senior management and never hestitated to use my lawyer’s veto.

I was fortunate in that the company I served understood and accepted the fact that, if I said “no,” I was speaking ex cathedra and was, as far as they were concerned, infallible. This suggests to me that an ethical corporate culture is critical. But in house lawyers don’t get a pass.