Preface 7
Introduction 9
A. History of Company Legal Departments 9
B. Literature 10
C. Definitions 10
Ⅰ.Role and Function of Company Lawyers 13
A. The Businessman’s View of the Company Law Department 13
B. The Role of the Company Lawyer 18
C. The Company Lawyer as Keeper of the Corporate Conscience? 25
Ⅱ.Functions of the Company Law Department 29
A. Reporting of Current Legal Developments 33
B. Other Background Educational Activities 34
Ⅲ.House Counsel versus Outside Counsel? 37
A. The Advantage of Using Outside Counsel 37
B. Relationship between House Counsel and Outside Counsel 38
C. Advantage of Exclusive Relationship between Legal Department and Outside Counsel 41
D. Legal Fields which are Typical for Joint Handling between House Counsel and Outside Counsel 43
E. The Role of the Large American Law Firms 46
F. Lawyers as Members of Board of Directors 47
Ⅳ.The Situation of Company Lawyers in Various Countries 51
A. Australia 51
B. Austria 52
C. Belgium 52
D. Federal Republic of Germany 54
E. France 56
F. Italy 57
G. Luxembourg 59
H. The Netherlands 59
I. Sweden 61
J. United Kingdom 62
K. United States of America 64
L. International Bar Association 65
M. The Company Lawyer in the European Economic Community 66
Annex: Council Directive 77/249 of 22 March, 1977 68
Ⅴ.Internal Organization of the Legal Department 71
A. The small Legal Department 71
B. The large Legal Department 72
1. Division Counsel 72
2. Central Legal Department 77
C. Specialization 77
D. The Coordination within the Legal Department 81
E. Organization Charts and Departmental Job Description 83
Annex: Job Description of the Legal Department 86
Ⅵ.Administration 89
A. Legal Costs 89
1. The Situation in the United States of America 89
2. Allocation of Costs 93
- The Time Sheet 93
- Allocation Keys 98
B. Non-Legal Personnel 98
1. Legal Assistant 98
2. Law Department Administrator 100
C. Law Office Automation 103
D. Control Methods for Legal Departments 105
1. Checklist for Auditing a Company Law Department 105
2. Internal Control Procedures 106
3. Company Law Department Manual 108
Annex: Model Company Law Department Manual 110
Ⅶ.Selected Bibliography 127