Ethics And Corporate Integrity Alive And Well In Texas

Monday, September 1, 2008 - 01:00

The Editor interviews William J. Chriss, Executive Director/Dean of Curriculum and Instruction, Texas Center for Legal Ethics and Professionalism ("Center"); Pamela H. Young, Chair, Center; Manager, Professional Development & Training, Haynes & Boone, LLP; and Charles Lotter, Treasurer, Center; and Executive Vice President and General Counsel (retired), J.C. Penney Company, Inc.

Editor: Bill, tell us about the Center and your background.

Chriss: The Center is a 501(c)(3) non-profit corporation that was founded in 1989. It started as a project of the Texas Bar Foundation and was designed as a way of promoting the values that are found in the Texas Lawyers' Creed of Professionalism, which is a project of various bar committees and the Supreme Court of Texas, particularly Justice Eugene Cook from Houston who is a former president of the Houston Bar Association. The mission of the Center is to promote and enhance professionalism, ethics and civility among lawyers. It endeavors to advance these ideals by using all available resources to focus the attention of lawyers, law students, the judiciary, and the public on adherence by the profession to high ethical standards.

The Center has a board of trustees composed of fifteen people. Five are public members and ten are members of the legal profession. Our board includes judges, in-house counsel at corporations, retired corporate counsel, clergy, business people, paralegals, and practicing lawyers of various types. It is a cross section of people who either as members of the public or as members of the profession have an interest in promoting ethics and professionalism.

The Center provides ethics and professionalism training and education to a wide variety of recipients including law students, beginning lawyers, experienced lawyers, lawyers in corporate legal departments, lawyers in government service, lawyers in private practice, lawyers in big and small firms, and lawyers who are solo practitioners. We have a variety of programs. Our programming and training has been provided to groups as various as law schools, the U.S. Army, the Texas Attorney General's Office, major law firms and the legal departments of companies. In all of our training, our primary goal is to encourage all those in our legal system to fulfill the highest possible standards of ethics and professionalism.

As for my background, I have been a practicing lawyer for over 25 years and came to the Center about a year and a half ago from a small private practice background. I have always been active in ethics and professionalism efforts within the state bar. I was the chairman of a district grievance committee and a member of the disciplinary system that is used when people have complaints about lawyers. I was involved in administering and judging complaints against lawyers within the grievance system, and I am a former president of my local bar association.

I have a master's degree in applied theology from a theological seminary, and I have a law degree from Harvard as well as a masters degree in history and politics. I am currently a doctoral fellow pursuing my Ph.D. in legal history.

Editor: Do you feel that general counsel have a responsibility for seeing that corporate counsel within their corporations receive training in ethics? If so, what actions has the Center taken to implement this?

Chriss: Our perspective is that all attorneys in Texas have an obligation to get ethics training. Under our disciplinary rules, any lawyer who has supervision over lawyers within a law firm or company has an obligation to supervise that lawyer's work and obviously the general counsel has a significant stake in being sure that those providing legal services to the corporation understand their ethical obligations.

Young: The Center's mission concerns ethics and professionalism for all individuals working in a legal organization and/or in any legal environment where the delivery of legal services involves the public. This mission includes the judiciary, in-house and outside attorneys as well as legal support staff. To the extent the legal support staff, inclusive of secretaries, law clerks, paralegals, litigation support teams, librarians and file clerks, among other support positions, are educated and made aware of ethics and professionalism in the workplace and in the delivery of legal services, a lawyer's practice becomes a standard for competence and professional responsibility. The clients' trust and confidence in the competence of the attorney and his or her staff are one of the most fundamental aspects of the attorney-client privilege and clients' legal services. The Center strives to promote all aspects of ethics education in the workplace and to raise awareness on professional ethics and the highest standards of accepted professional behavior.

Lotter: General counsel have watched a parade of scandals unfold, beginning with the fallout from the Enron and Tyco debacles and continuing to the present day. General counsel know that it is necessary for all in-house lawyers to have ethics training - so that they understand their obligations under the ethical rules and Sarbanes-Oxley. In addition, general counsel are mindful of the need for them personally to communicate both to management and to all lawyers that serve the company, whether inside or outside, their duty to serve the corporate entity in an ethical manner and to avoid conflicts of interest and other activities inconsistent with that duty. They also need to make clear to all lawyers acting on behalf of the company that they have a duty to identify legal and ethical issues involving potential harm to the corporate entity and to report those issues up the ladder if necessary.

Editor: Two officers of the Center have backgrounds as corporate counsel. What does this signify?

Lotter: This is a reflection of the fact that the economy of Texas is among the fastest growing in the U.S. There are many large corporations headquartered in Texas and there are thousands of smaller corporate entities. The corporate counsel constituency is an increasingly significant part of the state bar. It is natural for the Center to reflect the makeup of its board and its inclusion of issues that are uniquely relevant to corporate counsel's practice.

Editor: Describe some of the Center's programs of interest to corporate counsel.

Young: We are very excited about an upcoming event, The 2008 Corporate Counsel Forum , which will be held from 11:30 a.m. - 5:30 p.m. on October 1, 2008 at the Belo Mansion in Dallas. The Center is hosting the Forum , which is sponsored by CenterPoint Energy, Chevron Phillips, CourtRoom Sciences Incorporated, Deloitte, Ernst & Young, Exxon Mobil, Flowserve, FritoLay, Range Resources, Texas Instruments, Zachry Construction Corporation and Haynes and Boone, LLP.

The program will be kicked off with an opening keynote special address by E. Norman Veasey, former Chief Justice, Supreme Court of Delaware, who will discuss the role of general counsel as a persuasive counselor.

The first panel deals with The Corporate Counsel's Role in Ethics Sustainability. It will address the challenges of corporate counsel in assuring that the legal compliance and ethical behavior of a corporation survives internal personnel changes in a law department and changes in corporate management, including changes in management approaches to the business. Panelists will also address ethical behavior of joint ventures and the evaluation of compliance programs.

The moderator is Charles W. Matthews, vice president and general counsel, ExxonMobil Corporation and the general counsel panelists include David P. Poole, Range Resources, Inc., Kelly M. Tullier, Frito-Lay, Inc., Joseph F. Hubach, Texas Instruments Inc., and Ron Schuff, Flowserve Corporation.

The second panel is entitled The Corporate Counsel's Relationship with Auditors and the Board Audit Committee. It will cover how and when to interface with internal and external auditors when facing major legal issues, internal business practice concerns and ethical lapses. The discussion will include suggestions on establishing relationships with external auditors that satisfy the needs of the auditors and yet preserve and protect the interests of the corporation. Panelists will discuss the changing nature of the auditor relationship and how the lawyer's ethical duty in representing the client sometimes creates a tension with the requirements of the external auditors.

The moderator of the second panel is Scott E. Rozzell, executive vice president and general counsel, CenterPoint Energy Corp., and the panelists are Mike Boone, Haynes and Boone, LLP; Dennis Horner, Deloitte; Michael Crane, Ernst & Young; and Richard Hanas, Ernst & Young.

After the panel discussions, Tom Luce, former assistant secretary, Office of Planning, Evaluation & Policy Development, U.S. Department of Education, will deliver a closing keynote special address on The Perspective of the Audit Committee and the Expectations of Corporate Counsel. Before our reception to which all attendees are invited, Craig B. Glidden, senior vice president and general counsel, Chevron Phillips Chemical Company LLC, will deliver closing remarks.

We have an incredible and very distinguished group of people serving as panelists. Last year, about 267 attended. This year, it's going to be at the headquarters of the Dallas Bar Association. The Belo Mansion has great facilities and it should be a fun event and a great program from an information standpoint.

The cost of the program is $125 and it offers 31 /2 hours ethics and participatory CLEcredit. The registration fee includes the luncheon and the reception. Anyone wishing to register should go to www.txethics.org. For information call 1-800-204-1477.

Lotter: It is very appropriate that Norm Veasey is going to be a keynote speaker and discuss the role of corporate counsel as a persuasive counselor. The history of the last ten years makes it clear that the general counsel has unique responsibilities in the sense that, if there is a course of action that is evolving that he or she feels is inappropriate, the general counsel has the responsibility to take that up with management and if necessary take it up with the board if management fails to respond. Norm's articulation of the special role of the general counsel as persuasive counselor is a great way to set the stage for the two panel discussions that will follow his address.

Chriss: I would add two points. The first is that we have had programs or portions thereof that deal with specific issues like Sarbanes-Oxley that are of interest to a wide range of lawyers, but are of particular interest to corporate counsel, and we also have programs that are targeted specifically to corporate counsel like our upcoming Forum that Pam described. We also have programs that educate people in general, not just corporate lawyers, about what social science research and group and individual psychology teach us about how better to assure that people will behave ethically.

That leads me to my second point, which is that the legal profession as a whole has to some extent suffered a loss of public respect because of its failure to head off many of the scandals and unfortunately, in some cases, direct involvement in those scandals. The public has asked, "Where were the lawyers?"

Editor: How is the Center addressing the loss of faith in lawyers and in our free enterprise system's commitment to the rule of law?

Chriss: We have directed our attention to restoring the public's confidence in lawyers and the rule of law. The need to address this issue has largely been overlooked by other compliance organizations and ethics resource centers.

Lotter: Over the past year, Bill has been spending a lot of time delivering lectures on lawyers as part of a series entitled The Noble Lawyer . These lectures represent a needed effort to improve the public perception of lawyers. Inside and outside counsel for corporations need to dedicate themselves to assuring that the companies they serve not only comply with the letter of the law but also with its spirit - and all companies need to be guided by the highest standards of integrity and corporate citizenship. As Bill has indicated, the Center can play a vital role in letting the public know the facts, particularly where misinformation has been communicated to the public. This is not the kind of information that is going to be picked up by the media unless a positive effort is made to see that it reaches them. Bill has done a solid job in getting the word out to the public and the media in the past year and a half.