Preview: Lawyers in Corporate Decision-Making

Robert Eli Rosen's book, Lawyers in Corporate Decision-Making, was just released in paperback by Quid Pro Books.  I have not had a chance to read the book, yet, but my excellent professional responsibility professor at Tulane, Alan Childress, started the publishing company, and he was kind enough to bring this to my attention.  (For what it's worth, I know I don't need to flatter him anymore, it's just true.) I look forward to reading the book, and I will follow up with some thoughts here when I do. In the meantime, here's an excerpt from the book description: 

A recognized study of the disparate roles that corporate attorneys play in representing and advising their institutional clients. Long passed around and cited by scholars and practicing lawyers as an unpublished manuscript, this book insightfully explores the choices that lawyers, managers and executives make about how lawyers are involved in corporate processes.

. . . 

The author, now a senior professor at the University of Miami Law School, repeatedly calls on attorneys to understand the organizational context of their work. His book repeatedly calls out attorneys who ill serve their clients because they failed as organizational analysts. It has since been recognized by legal, ethical, and sociological theorists as a rich resource of corporate analysis and the divergent roles that lawyers play.

The groundbreaking research was conducted at six major manufacturing companies as Rosen interviewed a triad of inside counsel, outside counsel and managers who worked on particular problems. This novel method allowed self-serving statements (especially by the lawyers involved) to be checked and placed in realistic context. More important, because it triangulated how the legal problem was understood, the method brought out how the legal task had been structured. The frames that the lawyers, managers and organization imposed on the legal problems varied widely—and the sources and consequences of these variations are detailed and explained.

I am a firm believer that lawyers need to be better counselors, and this study seems to provide evidence for this point. Even when lawyers are acting in good faith (and I still believe the vast majority are), there is a big difference between giving "correct" advice and "good" advice. That is, a lawyer can be right in interpreting the law, but wrong for the client in how they frame what that interpretation means. My current case book (Business Associations: Agency, Partnerships and Corporations, 7th Ed., from Professors William A. Klein, J. Mark Ramseyer, and Stephen M. Bainbridge) makes this point in a planning question at the end the book's very first section. I chose this book in part because it clearly frames this issue at the outset of the course (and continues the theme throughout).  

I look forward to seeing how Professor Rosen's research adds to this.  

--JPF