Canadian Lawyer InHouse

NOVEMBER 2016 46 INHOUSE By Cheryl Foy In Closing I f GCs have a hero, it's Ben Heineman. I recently sat down with Heineman, the widely respected, pioneering former general counsel to General Electric's Jack Welch, to discuss his new second book, The Inside Counsel Revolution — Resolving the Partner-Guardian Tension. He is friendly, direct and approachable. His vision is clear: To be a good GC requires exceptional commit- ment, legal skill, a strong vision of the GC role and the attributes necessary to do the right thing. Heineman says that being a GC is "probably the best job in the legal business." But it's clear he also strongly believes that doing the job well requires exceptional commitment, legal skill, a strong vision of the role and the attributes necessary to do the right thing. THE VISION Whether you're an inside counsel climbing the ladder, an external lawyer wanting to understand in-house counsel or are considering moving in-house, Heineman's book sets the bar to surpass. Better still, it provides the road- map to getting there. An inspiring read, his book con- vinces readers that GCs, and other key executive offi cers, are essential to ensuring that corporations fulfi l their core mission in society: "the fusion of high performance with high integrity and sound risk management." GCs, in particular, must reconcile the partner- guardian tension, that is "the dual — and sometimes contradictory — roles of being both a partner to the business leaders and a guardian of the corporation's in- tegrity and reputation." CAPABLE OF BEING A STATESPERSON? At the heart of Heineman's vision is the ideal that those occupying the role of GC must be "lawyer-statesmen." Heineman somewhat mitigates the negative effect the word "statesmen" might have on female readers by referring to GCs as both "he" and "she" in the rest of the book. "Statesman" is a term he uses "to connote the General Counsel's search, in a practical, real-world setting, for what is the right action for a corporation embedded in the broader community." He wants "to signal that the General Counsel must operate effectively inside the corporation but with an external vision that helps defi ne the role of business in society." GCs, along with other senior offi cers, are each "an important conscience of the corporation." It's about doing what is legal and doing what is right. It's a vision that when fulfi lled would more effectively promote socially responsible, legal and right-minded corporate behaviour than many regulations. COURAGE TO 'STAND IN FRONT OF A TANK'? GCs can't be effective without four "vital" virtues. The fi rst is independence. Are you able to put aside your relationship with your CEO and your other executive colleagues and also your own interests — fi nancial and otherwise? Are you able to ensure that at the end of the day the main question the corporation is asking is "is it right?" Do you have courage? Heineman tells how he encouraged his team of lawyers at GE to watch the movie Twelve Angry Men to understand the bravery, te- nacity and advocacy skills it takes to be "a lone voice." In his book, Heineman writes, "the courage to stand in front of a tank is essential." Tact, the ability to know how and when to raise concerns or a differing view is a third virtue. Finally, GCs must have "credibility and trust." This means your relationship with your in-house clients is such that even when there's disagreement they trust your only agenda is to do the right thing. 'WISE COUNSELOR AND EFFECTIVE LEADER' The GC role demands a broad skillset that includes creativity and a "constructive, not just critical, cast of mind." In addition to legal competence, and the "business and fi nancial literacy to understand business opportunity and risk," GCs must be capable of conducting a "relentless, independent, fair-minded, empirical quest for a broad set of facts," and be "able to articulate a set of systematic and constructive options that expose and explore the value tension inherent in most decisions." GCs must be capable of identifying and articulating "clearly a fair balance . . . between legitimate competing values." Finally, Heineman says the GC must have the ability to get things done, work co-operatively across disciplines, lead, build organizations, understand the global perspective and communicate effectively in a multitude of settings. Heineman dispenses copius amounts of advice on nu- merous topics. If you're ever in doubt about your role and how you should do it, turn to this book. IH Do you have what it takes to do the right thing? Former GE general counsel sets out formula for success. Cheryl Foy is the general counsel of the University of Ontario Institute of Technology.

• Cover