Outside General Counsel: Practical and Ethical Considerations

It is increasingly common for organizations to retain attorneys in an outside counsel role rather than building out an extensive in-house legal department. However, acting as outside general counsel presents some unique ethical considerations compared to a traditional law firm partnership or in-house counsel position. As an external advisor, outside attorneys must balance their duty of loyalty to their client with maintaining independent professional judgment, competently serving the client's legal needs across diverse practice areas, ensuring confidentiality of sensitive information, and avoiding potential conflicts of interest that could impair the representation. 

In this presentation, Mr. Herd will provide an overview of the role and responsibilities of outside general counsel through an ethical lens. He will examine some of the challenging situations that can arise when counseling an organizational client from the outside, explore how core duties of competence, loyalty, and confidentiality apply in this context, and discuss strategies for navigating potential conflicts of interest or other ethical gray areas that outside attorneys may encounter.

This course will discuss:

• The attorney-client relationship as an outside counsel;

• Confidentiality responsibilities;

• Duty of competence for complex matters outside your main practice area;

• Knowing when to involve additional counsel from your firm or refer matters out;

• Ethical concerns that may arise in billing practices;

• Managing expectations when not immersed in the client's daily business;

• Preserving the "independent counsel" role when a client seeks business rather than legal advice

• Advising the entity, not individual Directors or Officers

Learning Objectives:

1. Review the duties of loyalty, confidentiality, and competence as they apply to outside general counsel
2. Apply the Rules of Professional Conduct to common situations outside attorneys may face in practice
3. Identify strategies attorneys can use to navigate these issues