LAW 5494: In-House Counsel in Modern Corporations - 2214

In-House Counsel in Modern Corporations
Class Term:
Spring Term 2020-2021
Catalog Number:
Professor(s): Type:
2 (2 Contact, 0 Field)
Graduation Requirements:
Professional Skills
Experiential Learning
Limited Enrollment - 3rd Year Priority
Full Year Course:
Standard Courses

Additional Information

This course emphasizes experiential learning to develop lawyers who are effective in innovative, non-standard, and non-traditional modes.  Students will learn skills to support those issues which face many organizations ranging from large companies to small-scale entrepreneurs.  Exposure to serving as a manager of business risks will provide the student the ability to be effective in working with people and companies, particularly those in innovative industries.  Students will thematically examine that innovation in the legal practice is often driven by the client demands of in-house counsel (to address their own business clients’ needs), such as changes to standard hourly billing models, the influence of “business-side” trends on the legal profession (e.g., application of Lean/Six Sigma, influence of “Big Data”), the use of cloud-based legal technology platforms, and the increasing need to act as a predictive, forward-looking counselor.  In addition to legal issues, students will build practical business skills such as business writing, metric-tracking and counseling the non-lawyer business client in order to realize business objectives. Regardless of whether in-house practice is a career aspiration, the topics covered in this course will be useful to anyone representing a corporation or interacting with those who do.  By learning the demands that corporations, the law, and the legal industry place on in-house counsel, students will learn to become better outside legal advisors for their in-house clients.  Likewise, members of the plaintiffs’ bar and government attorneys often find themselves across the table from those who represent corporations and will benefit from an understanding of these issues.

Grading Details

Grades will be allocated as follows: 10% class participation, 60% biweekly assignments and 30% final project. This mix is proportional with the structure of the class as well as recognizes the amount of time students will likely dedicate for each aspect of the assessment.  Students will demonstrate practical skills through bi-weekly assignments and class participation, such as: (1) translate a legal memorandum into a shorter, business-oriented advice piece for use in a business context by an internal stakeholder (Board of Directors, CEO, individual manager, etc.), (2) review a draft contract and provide recommendations to a sales representative, addressing not only legal concerns but business concerns as well, or (3) develop a program for training internal business clients on a designated topic.  Students may be asked to present and defend their recommendations before the class and guest lecturers (which may include in-house counsel or business clients). Finally, students will engage in a final project to evaluate and select a law firm which meets their in-house legal needs, as pitched by students from the Innovation Practice Institute’s “Legal Services Marketplace” course.


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.

In-House Counsel in Modern Corporations