《THE COMPANY LEGAL DEPARTMENT》

Preface7

Introduction9

A. History of Company Legal Departments9

B. Literature10

C. Definitions10

Ⅰ.Role and Function of Company Lawyers13

A. The Businessman’s View of the Company Law Department13

B. The Role of the Company Lawyer18

C. The Company Lawyer as Keeper of the Corporate Conscience?25

Ⅱ.Functions of the Company Law Department29

A. Reporting of Current Legal Developments33

B. Other Background Educational Activities34

Ⅲ.House Counsel versus Outside Counsel?37

A. The Advantage of Using Outside Counsel37

B. Relationship between House Counsel and Outside Counsel38

C. Advantage of Exclusive Relationship between Legal Department and Outside Counsel41

D. Legal Fields which are Typical for Joint Handling between House Counsel and Outside Counsel43

E. The Role of the Large American Law Firms46

F. Lawyers as Members of Board of Directors47

Ⅳ.The Situation of Company Lawyers in Various Countries51

A. Australia51

B. Austria52

C. Belgium52

D. Federal Republic of Germany54

E. France56

F. Italy57

G. Luxembourg59

H. The Netherlands59

I. Sweden61

J. United Kingdom62

K. United States of America64

L. International Bar Association65

M. The Company Lawyer in the European Economic Community66

Annex: Council Directive 77/249 of 22 March, 197768

Ⅴ.Internal Organization of the Legal Department71

A. The small Legal Department71

B. The large Legal Department72

1. Division Counsel72

2. Central Legal Department77

C. Specialization77

D. The Coordination within the Legal Department81

E. Organization Charts and Departmental Job Description83

Annex: Job Description of the Legal Department86

Ⅵ.Administration89

A. Legal Costs89

1. The Situation in the United States of America89

2. Allocation of Costs93

- The Time Sheet93

- Allocation Keys98

B. Non-Legal Personnel98

1. Legal Assistant98

2. Law Department Administrator100

C. Law Office Automation103

D. Control Methods for Legal Departments105

1. Checklist for Auditing a Company Law Department105

2. Internal Control Procedures106

3. Company Law Department Manual108

Annex: Model Company Law Department Manual110

Ⅶ.Selected Bibliography127