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ONE ON ONE THE ROLE OF THE INSIDE COUNSEL HAS SLOWLY SHIFTED FROM LEGAL ADVISER TO, INCREASINGLY, A STRATEGIC PARTNER TO SENIOR MANAGEMENT AND THE BOARD. IN OUR INTERVIEW WITH FORMER GE GC BEN HEINEMAN JR., WE GET A GLIMPSE AT HOW AND WHY THAT EVOLUTION HAS OCCURRED FROM THE PERSPECTIVE OF A FORMER GC WHO HAS WITNESSED THIS TRANSFORMATION FIRSTHAND. Ben W. Heineman Jr., former general counsel for General Electric and a senior fellow at Harvard University’s schools of law and government, has witnessed a sea change over his career regarding the role of the general counsel. He’s written a new book on the topic, so we sat down with him to hear more about it and why he passionately believes it’s important for boards and executives to embrace this new dynamic. One of the tenets you’ve preached for years involves the need for the general counsel to reconcile being both a legal adviser and a guardian for the corporation. Is this what you mean when you refer to the role of the GC as a “lawyer-statesperson”? In my new book, The Inside Counsel Revolution: Resolving the Partner-Guardian Tension, I set out a framework of four practical ideals for the role of the general counsel in a corporation. These include two related ideas: GC as lawyer-statesperson, as you noted, and GC as “partner- guardian.” Let me briefly explain. First, corporations, especially global companies, should adopt as their core mission the fusion of high performance with high integrity and sound risk management. High performance means strong, sustained economic growth through provision of superior goods and services, which in turn provide durable benefits for shareholders and other stakeholders upon whom the company’s health depends. High integrity means robust adherence to the spirit and letter of formal rules, both legal and financial; voluntary adoption of binding global ethical standards that go beyond the mandatory rules; and employee commitment to core values of honesty, candor, fairness, trustworthiness, and reliability. The core values of the company, as expressed importantly through the core values of its employees, are essential to strong, trusting relationships inside and outside the company—to corporate sustainability. These values, in turn, can only exist when the company is committed to making law and ethics operational throughout the company. Law, ethics, and values! Second, the general counsel must be a lawyer-statesperson who is an outstanding technical expert, a wise counselor, and an accountable leader who has a major role in assisting the corporation achieve that fundamental goal of high performance with high integrity. For the lawyer-statesperson, the first question is, “Is it legal?” But the ultimate question is, “Is it right?” As lawyer-statesperson, the general counsel must engage in robust debate on major corporate initiatives of all shapes and sizes about what are the ends of that action, not just about the means for carrying it out; about purpose, not just process; about consequences, not just acts; about what is the right role of business in society as seen through the lenses of performance, integrity, and risk, not just about what is legal. The general counsel is well positioned as counselor to focus on four basic duties—to the corporation, to stakeholders, to the rule of law, and to society—and to introduce a dose of “constructive challenge” as a counselor or to make such decisions as a leader. Third, to function effectively as a lawyer-statesperson, the general counsel must assume a second aspirational role: partner to the board and business leaders and guardian THE CHANGING FACE OF THE GENERAL COUNSEL 44 CO R P O R AT E B OA R D M E M B E R S E CO N D Q UA RT E R 2 0 1 6