Like it or not, being a company watchdog is increasingly part of the day to day responsibilities of many in-house counsel. The stakes are high, and have gotten even higher, with companies operating in increasingly regulated environments. Even where companies do not have multiple regulatory authorities overseeing their activities, companies can knowingly or unknowingly be operating in contravention of the myriad of rules and regulations that exist at all levels of government. With many companies having hundreds of regulatory authorities to keep happy across the globe, the role of in-house counsel as a company watchdog is critical in monitoring regulatory frameworks and associated internal controls designed to deal with them. Sterling Miller’s recent piece illuminates the issues involved and provides practical guidance for in-house counsel at all levels in an organization:
“…expectations regarding the responsibilities of in-house counsel to spot and stop corporate malfeasance have changed dramatically over the past two decades. These expectations (and new laws) are driving more in-house counsel to look for ways to beef up their role as the “watchdogs” of the company, on the prowl for trouble and wrongdoing – and one clear way to show the value of the legal function. It’s not an easy task, however. It’s can be fraught with risk and conflicting loyalties….In-house lawyers may not welcome the role of watchdog, but it comes with the job. When they abdicate the role or are not fully prepared to serve in it, bad things can happen…But…sticking your head in the sand and ignoring warning signs will only lead to trouble. In-house counsel must be constantly vigilant and have tools and plans in place to spot problems, deal with problems (or potential problems) immediately, and – if necessary – pull the ripcord and parachute out of the burning plane – squawking loudly all the way down to the landing.”
Read: TEN THINGS: BECOMING THE COMPANY WATCHDOG (SPOTTING AND DEALING WITH CORPORATE BADNESS) at TEN THINGS YOU NEED TO KNOW AS AN IN-HOUSE COUNSEL®