Transformative general counsels are not new
Your piece in the Summer 2012 issue titled “In the Driver’s Seat: The changing role of the general counsel” makes the astonishing claim that Distinguished Senior Fellow Benjamin W. Heineman Jr. “[revolutionized] the role of general counsel in major corporations.” Quoting Heineman, “Twenty-five years ago, if you asked an inside lawyer a question, they’d say, ‘Give me two days,’ and they’d call someone outside.” Heineman supposedly solved this bottleneck by hiring “superstars” to answer the questions directly.
Given that thousands of HLS graduates surely worked as inside counsel at major corporations prior to 25 years ago, your version of legal history amounts to turning us all into message takers and transmitters. A good candidate for a truly transformative general counsel a generation earlier would be Howard Aibel [’51], who became general counsel of ITT Corp. in the early 1960s. At ITT, Aibel recruited a very capable legal staff, dominated by HLS graduates, with the goal of participating proactively in all business decisions, as well as providing excellent legal services. I worked for ITT from 1974 to 1987, and I don’t recall one single instance of acting as “go-between” for my ITT client and an outside U.S. counsel. For a number of years, I was a member of ITT’s legal “acquisitions” group. ITT was the pre-eminent conglomerate of the time, with hundreds of separate profit centers, as well as an active acquisition and divestment practice. We handled all of ITT’s worldwide acquisition activities in-house, using outside counsel only in foreign countries for questions of foreign law. ITT in fact exemplified the model of corporate legal practice that you claim Heineman invented for GE 25 years later. I’m confident other HLS graduates could suggest other companies with similar experiences.
The potentially novel element of Heineman’s initiative seems to have been the recruiting of “superstars.” Since the only objective criterion for identifying and measuring such people is the salary offered to them, the criterion of excellence is thus self-generated and circular. Rather than transformative, it seems illustrative of the steamy economic bubble in which the legal profession has been operating. Now that the legal profession in the U.S. is being forced to adjust to new realities, it seems doubtful that companies will continue to make claims of excellence in their delivery of in-house legal services as measured by the very high salaries and other benefits paid to new recruits.
John Impert ’66
Professor David Wilkins ’80 replies: Mr. Impert makes a valuable point in noting that a few forward-thinking general counsels such as Howard Aibel at ITT helped to pave the way for the transformation in the role that this article documents. My guess is that most of these early pioneers would agree, however, that the reforms that they started have accelerated tremendously since the 1980s, resulting in the sea change discussed in the article, with many more corporations hiring outstanding general counsels from government or private practice, upgrading the talent in legal departments, changing the relationship between inside and outside lawyers, and recognizing that the legal function (and the GC) is as important as the finance function (and the CFO). And I think most would agree that Ben Heineman was one of those most responsible for pushing these trends, as Corporate Counsel magazine recognized when it put Mr. Heineman’s picture on the cover with the simple words: “In the Beginning.” Nevertheless, as I know he would be the first to acknowledge, the breadth and durability of these changes are due much more to the growing recognition of the connection between business, law and society, than to the actions of any single individual.
—Wilkins is director of the HLS program on the legal profession.
National security omissions
Glaringly absent from “The Matrix—A sampling of HLS alumni in the national security field since 9/11” (Summer 2012) is the name of Joel Brenner ’75, who served successively during that period as inspector general of the National Security Agency, as the national counterintelligence executive in the office of the director of national intelligence and as senior counsel at the NSA. In 2011, Joel published a groundbreaking wake-up book, “America the Vulnerable” (Penguin), which describes and exposes America’s cyberspace risks and details what digital espionage could do to our country. Joel now practices law in Washington, D.C., specializing in such security issues. I am proud to say that my former law firm, Lane and Edson, launched Joel’s remarkable legal career after law school.
Bruce S. Lane ’55
Editor’s note: Also omitted from this sampling was Kenneth I. Juster J.D./M.P.P. ’79, who, as undersecretary of Commerce from 2001 to 2005, was in charge of the Bureau of Industry and Security. In that position, Juster oversaw issues at the intersection of business and national security, including strategic trade controls, imports and foreign investments that affect national security, and, for the first part of his tenure, critical infrastructure assurance, until he was involved in the creation of the Department of Homeland Security, which took responsibility for that function.
A fourth branch of government may be what our system needs
Professor Lessig’s exasperation with the degenerating mechanics of our democracy [On the Bookshelves/“Fear and Loathing,” Winter 2012] surely reflects a widespread sentiment in the American public.
It appears that a core problem is that our three branches of government, for all their mutual checks and balances, still have significant latitude in governing themselves. With the influence of lobbyists, the proliferation of voting restrictions, the overuse of the filibuster and the failure of judges to recuse themselves where appropriate, among other abuses, it may be time to strip our government of its power of self-governance.
A constitutional convention could propose the establishment of a fourth branch of government that would legislate rules of conduct for the other three. It would require considerable ingenuity to design a fourth branch to prevent its politicization, and also to control abuses at the state level. But a fourth branch might be what our system needs in order to maintain its ability to correct itself.
Ron L. Meyers ’98
New York City