GC Ethics: Is In House Counsel a Company's Moral Compass?

By Cynthia Hsu, Esq. on September 08, 2011 | Last updated on March 21, 2019

As a general counsel, ethics should be up your alley.

Most attorneys also have their own view of what's "right" and what's "wrong." While this doesn't always coincide with what's "legal" or "illegal," it does play a role in a general counsel's advice or decisions. 

So when it comes to ethical issues, what role should general counsels play?

Should attorneys advise companies about the morality of their decisions?

Well, think about it this way. Part of the business function of the general counsel is to ensure that the company's actions are in compliance with relevant laws.

Advising companies about their business decisions is something that is expected of general counsels.

And, maybe general counsels can even use their positions as a way to steer the company in the "right" direction.

After all, most attorneys are professionally trained on advising companies, according to Tom Kilroy, a general counsel at a UK software company.

General counsels know that sometimes they can be asked legal questions by their employers that they aren't necessarily comfortable with. Sometimes companies may want to use their attorneys in an effort to "game" the system, says Kilroy.

At this point, it will be up to the general counsel to figure out what they should do. Help the business with decisions that you believe are wrong? Of course, as a general counsel, your loyalty is to your company.

But, there's nothing really wrong with being loyal and advising the company on what you think is the correct path. A general counsel's ethics may come into play in business decisions. It doesn't mean that the general counsel should at all become the sole moral compass of the company, as Kilroy points out. But, at the least, maybe general counsels should take note of decisions and speak up when a business is clearly going down a wrong path.

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