The Inside Counsel Revolution: Resolving the Partner-Guardian Tension

The Inside Revolution: Resolving the Partner-Guardian Tension, provides a thoughtful and thought provoking analysis of the role General Counsels, and lawyers more generally, can and should play in business and society.

In the past 25 years, there has been a revolution in the legal profession. General Counsel and other inside lawyers have risen in quality, responsibility, power and status. Once second-class citizens in corporations and the legal profession, they have become core members of top corporate management, equaling in importance the Chief Financial Officer and the finance function. They have dramatically shifted power from law firms to corporate law departments, assuming strategic direction over legal matters and exercising far greater control over law firm billing and economics.

Ben W. Heineman, Jr. has led that revolution in his nearly 20 years as the top lawyer at GE and then in teaching and writing as a Distinguished Senior Fellow at Harvard Law School’s Program on the Legal Profession and lecturer at Yale Law School. In this analytic and prescriptive book, he describes the essence of that transformation and the modern role of inside counsel: the key functions, relationships, issues, problems and dilemmas. Moreover, he argues for the role of inside counsel as lawyer-statesman, motivated not just by the desire for income but by broader values of integrity and corporate citizenship.

In this analytic and prescriptive book, he describes the essence of that transformation and the modern role of inside counsel in helping attain the corporate mission of high performance with high integrity: the key functions, relationships, issues, problems and dilemmas. He argues for the role of inside counsel as lawyer-statesman and as a partner of the CEO but also guardian of the corporation, motivated not just by the desire for income but by broader values of integrity and corporate citizenship.

The Inside Counsel Revolution is a succinct, concrete yet visionary statement of first principles from a highly regarded founder of the in-house revolution that fundamentally changed the legal profession and reframed the lawyer-statesman role in this era to serve the performance, integrity and risk goals of global capitalism.

Published by the American Bar Association in April 2016. 

Ben W. Heineman, Jr., was GE’s Senior Vice President–General Counsel from 1987–2003 and then Senior Vice President for Law and Public Affairs from 2004 until his retirement at the end of 2005. He is currently Senior Fellow at Harvard Law School’s Program on the Legal Profession and its Program on Corporate Governance, Senior Fellow at the Belfer Center for Science and International Affairs at Harvard’s Kennedy School of Government, and Lecturer in Law at Yale Law School. A Rhodes Scholar, editor-in-chief of the Yale Law Journal, and law clerk to Supreme Court Justice Potter Stewart, Mr. Heineman was assistant secretary for planning and evaluation at the U.S. Department of Health, Education, and Welfare and practiced public interest law and constitutional law prior to his service at GE. His book, High Performance with High Integrity, was published in June 2008 by the Harvard Business Press. He writes and lectures frequently on business, law, public policy, and international affairs. He is also the author of books on British race relations and the American presidency.

He is a member of the American Philosophical Society; a fellow of the American Academy of Arts and Sciences; a member of the Presidents’ Circle of the National Academies of Sciences, Engineering, and Medicine; and a former member of the National Academy of Science’s Committee on Science, Technology, and Law. He is recipient of The American Lawyer magazine’s Lifetime Achievement Award, the Lifetime Achievement Award of Corporate Counsel magazine, and the Lifetime Achievement Award of Board Member magazine. He was named one of the Top 50 Innovators in Law in the Past 50 Years by The American Lawyer, one of America’s 100 most influential lawyers by the National Law Journal, one of the 100 most influential individuals on business ethics by Ethisphere magazine, and one of the 100 most influential people in corporate governance by the National Association of Corporate Directors. He serves on the boards of Memorial Sloan Kettering Cancer Center, the Center for Strategic and International Studies, Central European University, and Transparency International– USA. He is a graduate of Harvard College (BA–History), Oxford University (B.Litt—Political Sociology), and Yale Law School (JD).