LAWYERS IN CORPORATE DECISION MAKING by ROBERT ELI ROSEN
| Published date | 01 September 2011 |
| DOI | http://doi.org/10.1111/j.1467-6478.2011.00554.x |
| Date | 01 September 2011 |
| Author | STEVEN VAUGHAN |
LAWYERS IN CORPORATE DECISION MAKING by ROBERT ELI
ROSEN
(New Orleans: Quid Pro Books, 2010, xiii and 170 pp., no price given)
Companies seeking legal advice have two basic choices. Either they pur-
chase legal advice from an external provider of legal services, such as a law
firm, or they generate that legal advice internally through the employment of
appropriately qualified persons (`in-house lawyers'
1
). Or, as a third, blended
option, the company might internalize certain legal expertise and, at the
same time, look to external counsel on occasion. During the last three
decades, the emergence and growth of the in-house lawyer role has been one
of the most interesting and important developments in the legal profession.
From a company's perspective, the internalization of labour should reduce
the agency costs associated in procuring and managing external service
providers.
2
At the same time, having in-house lawyers should make a
company a more sophisticated purchaser of legal services for those instances
when external expertise is required. For the lawyer going in-house, the
benefits compared to private practice are said to include being in the centre
of the action, becoming the client, and the diversity of work.
3
The in-house
lawyer becomes embedded in the body corporate. It is this fundamental issue
of embeddedness that Lawyers in Corporate Decision Making by Robert Eli
Rosen seeks to address. Published for the first time in 2010 in the `Classic
Dissertation Series', Rosen's book is a (partly reworked, albeit in a limited
fashion) version of his PhD thesis completed in 1984.
The year that Rosen finished his thesis, there were 3,196 solicitors in
England and Wales working as in-house lawyers.
4
Last year, there were just
under 22,000 solicitors working for (non-law firm) organizations, with
11,594 of these employed in `commerce/industry'.
5
Much, then, has changed
in the last 26 years. As Ben W. Heineman Jr., General Counsel at GE for 18
years, leading an in-house team of 1110 lawyers, put it in 2010, `. .. in the
course of a generation, [in-house lawyers'] prestige, status, compensation,
power and position in the core of major transnational corporations has been
transformed'.
6
In the course of a generation lawyers have become far more
embedded in the bodies corporate they serve.
463
1 These internal lawyers have a variety of names and are other times called `in-house
counsel', `inside lawyers' `inside counsel', `legal officers' or `general counsel'.
2 R.H. Coase, `The Nature of the Firm' (1937) 4(16) Economica 386; E.R. Rosen,
Lawyers in Corporate Decision Making (2010) v.
3 B.W. Heineman, `In the Beginning' Corporate Counsel, April 2006.
4 Law Society, Annual Statistical Report (1987) s. 1.4.
5
Law Society, Annual Statistical Report (2010) s. 2.7.The non-law firm organizations for
which these solicitors work include, in addition to `commerce/industry', `accountancy
practices', `educational establishments', `health services', and `local government'.
6 B.W. Heineman, `The General Counsel as Lawyer-Statesman', Harvard Law School
Program on the Legal Profession Blue Paper (2010).
ß2011 The Author. Journal of Law and Society ß2011 Cardiff University Law School
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