This course will explore the unique legal and practical challenges that face counsel working in corporate law departments of various size, including entrepreneurial industries. Students will come to understand the use of the legal function as a tool which is critical to innovation and furthering business objectives. Themes addressed will include client service, driving business objectives through the legal function, and the independent duties owed by a corporate attorney to the corporation, as well as, where tensions arise between those themes. These themes will be examined through topics such as selecting and managing outside counsel and expense, developing internal training programs, and reducing litigation risk, each as distinct from the responsibilities of outside counsel. The course will also examine matters of corporate compliance and governance, attorney-client privilege, and the Sarbanes-Oxley Act specific to the in-house context.