The Role of the General Counsel

Governor Christie appointed his longtime friend and legal counsel David Samson as chairman of the Port Authority. David Samson is also a Partner at Wolff & Samson—legal counsel to the Rockefeller Group (which is seeking special zoning treatment on Port Authority property located in Hoboken).

Initially, the George Washington Bridge debacle didn’t become real news until the mayor of Hoboken mentioned that one of Gov. Christie’s top aides had made very direct comments on what needed to be done regarding that special Hoboken zoning issue.

At that point started all the subpoenas, Fifth Amendment declarations, cross-subpoenas, demands for production of documents from everyone who could spell Trenton. And all the while, our governor, at first glib, and then enraged, began the methodical dismemberment of his closest staff members.

Now, what about his longtime attorney and confidant David Samson? Where was he while this staff was rearranging the car lanes on the GW Bridge? Apparently, David Samson was silent and nowhere to be found by anyone, including the governor.

The basic definition of a general counsel is the head of the law department of a company. The reality is that the function of a general counsel is to protect his/her employer while advancing the employer’s goals. Loyalty to the employer is paramount to everything except God, legal ethics requirements and sometimes legal impediments. All industries have rules and regulations and must comply with local, state and federal law; however, the best general counsel strives to absolutely and completely attain the employer goals while staying within legal boundaries. The GC’s fidelity and fierce devotion to the employer’s wishes and best interests should rival that of a parent to his or her child.

Yet, all too often the general counsel, when confronted with a slightly gray-area issue, will start out with a negative approach to the initial request, unwilling to go the extra mile and fight for what the employer wants. That’s because, until fairly recently, the GC reported directly to the CEO, and his or her duties were constrained to identifying legal issues and determining their interrelation with senior management. Now, our general-counsel position has become increasingly prominent, so much so as to not only be directly involved in company affairs, but to actually move corporate policy, especially as to how it relates to the CEO.

General counsels are now often among the most highly paid executives of major American corporations, and talented government lawyers and law firm partners are often hired for general counsel roles at prominent companies. But the reality of today, even with a small company, the GC must be able to adequately if not spectacularly handle complex litigation and strategize the process with talent inclusive of such knowledge. Overseeing a complex litigation case involves absolute protection of the client as well as efficient supervision and control of the litigation proceedings from beginning to end. It often involves managing potentially difficult or protracted actions that may involve complex matters, multiple parties, difficult legal situations or extraordinary proof issues. As such, the general-counsel position requires expertise in legal maneuvers and management abilities and requires knowledge and experience in coordination of multiple trial advocacy activities as well as some insightful street smarts.

Now, did we ever figure out where Samson was while Gov. Christie managed the ebb and flow of the daily, if not hourly, climate surrounding the state capital during the GW Bridge situation? Apparently, his friend and legal counsel, whose job was to protect our trusted public servant, was needed elsewhere. Obviously on important government business, we thought, right? Well, at least until recently, when he joined that special New Jersey State Employee Subpoena Coalition.

It seems to me our society has been pulled toward a decline in basic societal values of decency and fairness. With the advent of new technology, as well as a certain laissez-faire in today’s business environment, the variety and substantial increase in areas of possible legal pitfalls have blurred the line between legitimate corporate governance and downright immorality. We now cheer those who see themselves as morally untouchable and ignore any sign of future calamity. I say: Don’t buy into the new millennium nonsense—get a general counsel who exists for you and you only. Otherwise, you might be better off hiring your mom or dad for the job.

by Anthony Palazzo, General Counsel and Attorney at Law

Re-published with permission from the March 3, 2014 edition of New Jersey Law Journal. © 2014 ALM Media Properties, LLC. All rights reserved. Further duplication without permission is prohibited.