CAUTIOUSLY CORPORATE: In the Sarbanes-Oxley Era, Lawyers Still Go In-House But EnterCarefullyAuthor(s): JILL SCHACHNER CHANENSource: ABA Journal, Vol. 90, No. 11 (NOVEMBER 2004), p. 14Published by: American Bar AssociationStable URL: http://www.jstor.org/stable/27844202 .

Accessed: 10/06/2014 07:49

Your use of the JSTOR archive indicates your acceptance of the Terms & Conditions of Use, available at .http://www.jstor.org/page/info/about/policies/terms.jsp

.JSTOR is a not-for-profit service that helps scholars, researchers, and students discover, use, and build upon a wide range ofcontent in a trusted digital archive. We use information technology and tools to increase productivity and facilitate new formsof scholarship. For more information about JSTOR, please contact support@jstor.org.

.

American Bar Association is collaborating with JSTOR to digitize, preserve and extend access to ABA Journal.

http://www.jstor.org

This content downloaded from 91.229.229.126 on Tue, 10 Jun 2014 07:49:55 AMAll use subject to JSTOR Terms and Conditions

THE NATIONAL PULSE

CAUTIOUSLY

CORPORATE

In the Sarbanes-Oxley Era, Lawyers Still

Go In-House But Enter Carefully

JILL S C H A C H N E R CHANEN

VEN THOUGH DANIEL CHURAY IS A veteran general counsel, he con

fesses he had to think long and hard before accepting an offer in 2002 to head the legal team at Overland Park, Kan.-based Yellow

Roadway Corp. Churay had served as general

counsel at another public compa ny only two years before, but

much had changed. Sarbanes-Oxley, the public company accounting and reporting law, was on the books. Officers

Angela Williams exercised due diligence before accepting a high-level job at Sears.

were facing increased scrutiny. Prosecutors were pursuing high-profile corporate chieftains. Quite simply, the gener al counsel job ain't what it used to be.

"People are very cautious about accepting these posi tions," says Churay. "General counsel and senior positions are still viewed as very good jobs, but people really want to know who is in the business team they are joining, what is the culture, what is the tone at the top, and will they be an integrated part of the team or be off on the sidelines."

Frederick Krebs, president of the Association of Cor

porate Counsel in Washington, D.C., hears these types of comments more often. Even though Sarbanes-Oxley was

enacted two years ago, many general counsel still are un

sure of their responsibilities. The uncertainty is causing anxiety not seen before.

Nonetheless, Krebs says, lawyers are not shying from these positions. Ditto, says legal recruiter Martha Fay Af rica. But, she says, lawyers who have never been in-house

at a public company may not fully understand the chal

lenges. She urges clients to explore the corporation to see what may await them.

Viet Le, associate general counsel of Phoenix-based Avnet Inc., admits that she did not fully comprehend how a legal department interacts with a company's business units before she joined in 2001. Now, she says, she'd be

asking a lot more questions if she were looking to join a different company.

For some attorneys, the challenge of figuring out the new rules and responsibilities of the public company's legal team is the draw. Angela Williams is one. She left a firm this year to be vice president, deputy general coun sel and chief compliance officer at Sears, Roebuck & Co.

She did her due diligence to gain comfort with the ethics and integrity of Sears' corporate officers and to en sure that she would have the authority and resources to do her job. But she saw the lingering uncertainty surround

ing her role as a challenge. "I thought it was a wonderful opportunity to work with

an organization," Williams says, "and help embed com

pliance in a company."

VALUE-ADDED APPROACH WHEN CHICAGO ATTORNEY STEPHEN BEARD JOINED HEID rick & Struggles, an executive search firm, last year as as sistant general counsel, the new burdens of working in a

publicly held company were not a concern. Since then, he devotes significant time to corporate compliance. "There are challenges related to Sarbanes, but it is im

portant to view those challenges as an opportunity to add value to management. If you do not look at it that way, then the burdens might trouble you." While Africa and Krebs see no decrease in the number

of lawyers wanting to go in-house, corporations may be

feeling the need to compensate lawyers for their addition al troubles. A recent survey of 100 public companies by Corporate Counsel magazine reports the total compensa tion of general counsels rose 6 percent in 2003 over 2002.

Beard says any lawyer considering an in-house job needs to do some homework. He says lawyers need to focus more on how the legal department is run and the top manage ment's philosophy on corporate governance. "How does

management view the requirements of Sarbanes-Oxley? Do they view it as helpful or as more of a burden?"

Despite the changes, Le has no hesitation about stay ing in-house. Like many other lawyers who have transi tioned into the general counsel's office, she says there is

only one thing worse than the strict requirements of Sar

banes-Oxley: going back to a law firm.

?

ABA JOURNAL November 2004

This content downloaded from 91.229.229.126 on Tue, 10 Jun 2014 07:49:55 AMAll use subject to JSTOR Terms and Conditions