Wednesday May 22, 2013
READINGS

White House Women and the Re-education of the General Counsel

Lee Stout’s A Matter of Simple Justice, E. Norman Veasey and Christine T. Di Guglielmo’s Indispensable Counsel: The Chief Legal Officer in the New Reality

In A Matter of Simple Justice, author Lee Stout shares how President Richard M. Nixon inspired a young staffer to embark on a journey that would forever change the role of women in government and in the executive suite. The book chronicles the rise of Barbara Hackman Franklin and other women in the Nixon administration.

Jeffrey M. Cunningham

The crucial moment, Stout writes, came in 1969, during Nixon’s second press conference. The country was focused on school desegregation and the war in Vietnam when an intrepid reporter asked Nixon how many women he had appointed. He admitted he hadn’t given women’s liberation too much thought but agreed it deserved consideration.

Nixon then searched the White House for the ideal person with just the requisite skills. He found them in Franklin. She was a veritable “wunderkind,” one of the first women to graduate from Harvard Business School, her short government tenure already marked by unusual dedication and talent. Nixon appointed Franklin to “Presidential Personnel,” where she would recruit women for high-level jobs and monitor progress by department and agency.

In her two years as staff assistant to the president, Franklin recruited more than 100 women— including such outstanding achievers as Ambassador Anne Armstrong, Sen. Elizabeth Dole, economic advisor Marina von Neumann, Maj. Gen. Jeanne M. Holm and Secretary of Housing and Urban Development Carla Hills.

Franklin went on to serve as vice chair of the Consumer Product Safety Commission, an advisor on U.S. trade, and secretary of commerce for President George H.W. Bush. She currently sits on the boards of Aetna and Dow Chemical and is chairman of NACD.

Counsel for Counselors
If the modern, powerful corporation is like a complex empire, former Delaware Supreme Court Chief Justice E. Norman Veasey and Christine T. Di Guglielmo make an excellent case that the modern general counsel needs to be an expert in empire management—and to heed the teachings of two of history’s greatest empire counselors: Cardinal Richelieu, who built coalitions of his former opponents because he “never confused who my real enemies are,” and Otto Von Bismarck, who ignored the axiom that no matter how important you may be, “never forget who’s boss.”

The authors bring outstanding credentials to their job. Veasey served 12 years as a chief justice and is on the board of NACD; Di Guglielmo, the judge’s former clerk, is his law-firm associate. In their book, Indispensable Counsel: The Chief Legal Officer in the New Reality, they suggest that the modern GC or chief legal officer is facing a “new reality.” Although the changes in law and regulation, precipitated by Sarbanes-Oxley and extended by Dodd-Frank, are mandated, how to make them work is left on the GC’s overburdened desk. Navigating what the authors calls the “lonely road,” where the general counsel must learn to tell management what it does not want to hear, is among the nuanced and difficult duties inextricably tied to this role.

The chief legal officer is also the chief ethics officer, and failure in either realm is bound to have catastrophic consequences. Veasey and Di Guglielmo are clear that in cases where the CEO strays, the general counsel must be able to bridge the moral gap. But nothing is simple, and strained outcomes can result because the CEO is the CLO’s boss. The new reality will require the C-suite to recognize that the chief legal officer is now the chief rules umpire for the company.

Jeff Cunningham writes about leadership and business, boards and corporate governance. He is the founder of Directorship magazine and currently serves as managing director and senior advisor to NACD. Previously, he was president of the Internet venture firm CMGI, publisher of Forbes and managing partner of the U.K. private equity firm Schroders. He has served as an independent board chair or director of 10 public companies.

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