Marc I. Steinberg - Inside Counsel: Practices, Strategies, and Insights

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Inside Counsel

Practices, Strategies,
and Insights

Second Edition

Marc I. Steinberg

Rupert and Lillian Radford Professor of Law
Director, Corporate Counsel Externship Program
SMU Dedman School of Law

Stephen B. Yeager

Adjunct Professor
Faculty Supervisor, Corporate Counsel Externship Program
Assistant Dean for Student Affairs
SMU Dedman School of Law

The publisher is not engaged in rendering legal or other professional advice, and this publication is not a substitute for the advice of an attorney. If you require legal or other expert advice, you should seek the services of a competent attorney or other professional.

2015 LEG, Inc. d/b/a West Academic

2020 LEG, Inc. d/b/a West Academic

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ISBN: 978-1-64020-701-1

Foreword

Veta T. Richardson

As CEO of the Association of Corporate Counsel ( www. acc.com ), I am honored to have been invited to pen the foreword to this important new textbook on the in-house practice of law and to congratulate its esteemed co-authors, Marc Steinberg and Stephen Yeager, upon this much-anticipated second edition.

Founded more than three decades ago, ACC is the preeminent global bar association for in-house counsel and the voice of the international in-house bar. ACCs membership spans more than 85 countries, six continents, and over 10,000 unique law departments.

My position as CEO affords a unique birds eye view of the issues and trends that are top-of-mind with this key sector of the legal profession.

As such, I have witnessed the evolution of the in-house counsel role from gatekeeper to trusted advisor to key business strategist. Whether the companys top lawyer holds the title, general counsel or chief legal officer, the position carries an increasing level of responsibility and influence within the C-suite, the boardroom and beyond. As companies expand globally, the breadth of laws and regulations with which in-house counsel must keep abreast becomes increasingly complex and harder to track.

Long gone are the days when going in-house meant relinquishing the drivers seat to outside counsel or sitting on the sidelines while law firms handle the more interesting or sophisticated legal work. Today, outside counsel work at the direction of in-house counsel, who are choosing to take the reins and set the strategy. In addition, the fast pace of technology and the speed at which information is communicated have ushered in a brand new set of challenges, particularly for in-house counsel who work for publicly held companies accountable to shareholders and investors.

The role of in-house counsel has never been more interesting or more challenging. In ACC surveys, a majority of in-house counsel consistently report high levels of career satisfaction. Yet, there has been a dearth of academic resources to assist an aspiring law student, new graduate, or freshly-hired in-house counsel to get up to speed on the range of basic issues that in-house counsel must address.

Therefore, I applaud Professors Marc Steinberg and Stephen Yeager for filling this void with Inside CounselPractices, Strategies and Insights .

Like Professor Yeager, my career includes a stint in-houseeleven years at a Fortune 200 energy corporation where I focused on securities disclosure, governance, corporate finance, and transactions. In fact, I went in-house immediately upon graduating from the University of Maryland School of Law, where I had the good fortune to build a strong foundation thanks to my former law professor, Marc Steinberg.

The cumulative wealth of knowledge that Professors Steinberg and Yeager bring to the table as co-authors has made for a wonderful collaboration. I am confident that this new textbook will quickly become a go-to reference for all those who seek an in-depth understanding of the in-house practice of law.

Veta T. Richardson
President and Chief Executive Officer
Association of Corporate Counsel

President and Chief Executive Officer, Association of Corporate Counsel.

About the Authors

Marc I. Steinberg The Rupert and Lillian Radford Professor of Law at Southern Methodist University (SMU) Dedman School of Law. He is the Director of SMUs Corporate Counsel Externship Program. He is the former Senior Associate Dean for Academics and former Associate Dean for Research at SMU. Prior to becoming the Radford Professor, Professor Steinberg taught at the University of Maryland School of Law, the Wharton School of the University of Pennsylvania, the National Law Center of the George Washington University, and the Georgetown University Law Center. His experience includes appointments as a Visiting Professor, Scholar and Fellow at law schools outside of the United States, including at Universities in Argentina, Australia, Canada, China, England, Finland, France, Germany, Israel, Japan, New Zealand, Scotland, South Africa, and Sweden. In addition, he has been retained as an expert witness in several significant matters, including Enron, Martha Stewart, Belnick (Tyco), and Mark Cuban.

Professor Steinberg received his undergraduate degree at the University of Michigan and his law degrees at the University of California, Los Angeles (J.D.) and Yale University (LL.M.). He clerked for Judge Stanley N. Barnes of the U.S. Court of Appeals for the Ninth Circuit, was an extern law clerk for Judge Anthony J. Celebrezze of the Sixth Circuit, was legislative counsel to U.S. Senator Robert P. Griffin and served as the adviser to former U.S. Supreme Court Justice Arthur J. Goldberg for the Federal Advisory Committee on Tender Offers.

Professor Steinberg was an enforcement attorney at the U.S. Securities and Exchange Commission, and thereafter became special projects counsel. In that position, he directly assisted the SECs General Counsel in a wide variety of projects and cases and served as the General Counsels confidential legal adviser.