Chief Legal Officers, Local Government Attorneys, and Ethics Officers
<a href="http://www.economist.com/node/21552170" target="”_blank”">The Schumpeter
column in this week's <i>Economist</i></a> talks about the corporate
chief legal officer (CLO), who due to the Sarbanes-Oxley Act's
requirements has become a major figure at the top of every big
corporation. Much as the city or county attorney is a major figure
at the top of every local government.<br>
<br>
What struck me about the column is how similar Schumpeter's
description of the CLO is to how a city or county attorney should
be, but too often is not. One CLO is quoted as saying that "before
taking the job, a lawyer should interview his chief executive. If
you can’t say no to that person, 'you don’t want to work for that
company.'" How many city attorneys have done this?<ul>
A CLO must be independent. But unlike outside lawyers, his financial
future depends on just one client: his employer. He must protect the
company’s reputation ... And he must do more than merely tell
managers what they can get away with. As Susan Hackett, a former
director of the Association of Corporate Counsel, says: “Most
lawyers will look at legal rules and say: ‘Here are the ways you can
do it.’ A good [general counsel] says: ‘Of course it’s legal, but
it’s stupid.’”</ul>
"Of course it's legal, but it's stupid" is a corporate version of
what government ethics professionals say, "It might be legal, but it
will appear improper and, therefore, you shouldn't do it." A
government attorney should say this, but this is not usually how they're
trained and this is not usually what officials want to hear.<br>
<br>
Government attorneys should recognize that they have an even stronger
obligation than a CLO to be independent and to think about the reputation of
the government rather than of its high-level officials. Saying "No"
has to be an option. If it is not, or if it is ignored, the
government attorney is not the right person for the job, or the
government seriously needs a good ethics program with an ethics
officer to say "No" and have enforcement powers when she is ignored.<br>
<br>
Robert Wechsler<br>
Director of Research-Retired, City Ethics<br>
<br>
203-859-1959