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Cops, Counsel, and Entrepreneurs: Constructing the Role of Inside Counsel in Large Corporations

Published online by Cambridge University Press:  02 April 2024

Laura Beth Nielsen  and
Robert L. Nelson
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Abstract

Inside counsel to major corporations have accrued more power and status within the legal profession, but continue to struggle for influence and legitimacy within the corporation. In-depth interviews with lawyers and managers in large businesses reveal that inside counsel construct different professional roles for themselves depending on circumstances. We identify three ideal types of such roles: they act as cops (limiting their advice to legal mandates), counsel (combining legal and business advice), or entrepreneurs (giving priority to business objectives rather than legal analysis). The entrepreneurial role and its associated discourse seem to mark a departure from earlier studies of inside counsel. We argue that entrepreneurial tendencies reflect the efforts of corporate counsel to adapt their images and lawyering styles to the prerogatives of contemporary management. Accordingly, inside lawyers limit their gatekeeping functions, emphasize their dedication to managerial objectives, and defer to management's judgments about legal risk. Nonetheless, inside counsel retain their professional identities as lawyers and rarely express an interest in moving into corporate management. Inside counsel are “professionals” who present themselves as enthusiastically committed to corporate objectives.

Type
Research on Legal Services
Information
Law & Society Review , Volume 34 , Issue 2 , 2000 , pp. 457 - 494
Copyright
Copyright © 2000 by the Law and Society Association

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Footnotes

The authors shared equally in writing this article; their names appear in alphabetical order. Support for this research was provided by the American Bar Foundation and was undertaken in part during a fellowship at the Center for Advanced Study in the Behavioral Sciences (National Sciences Foundation grant SES-9022192). Lisa E. Douglass participated in many of the interviews. Deborah Schleef, Greg Scott, and Morgan Ward Doran provided research assistance. Several colleagues offered helpful advice on earlier drafts, including Bryant Garth, Bruce Carruthers, Wendy Griswold, Wendy Espeland, and Carol Heimer.

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