Legal commentators over the years have emphasized that general counsel, and really all in-house attorneys, ought not serve merely as conduits for the advice and input of outside counsel, but rather should work for the enterprise as an integral part of the management structure and function. Ethical responsibilities add a significant dimension in evaluating business problems but can and should be used to aid the client in considering potential corporate actions. Creedon, Lawyer and Executive-The Role of the General Counsel, 39 Bus. Lawyer 25 (1983); Corporate Legal Ethics—An Empirical Study—The Model Rules, the Code of Professional Responsibility, and Counsel's Continuing Struggle Between Theory and Practice, 8 J. Corp. L. 601 (1983). See also Herschman, Stewart, Evans & Van Dusen, The Murky Divide: Professionalism and Professional Responsibility, Business Judgment and Legal Advice—What is a Business Lawyer?, 31 Bus. Lawyer 457 (1975).
Properly so engaged, the professional contributes strongly to management’s achievement of the business entity’s goals. That contribution, often referring to as “lawyering,” is, of course, grounded at bottom on the ethical rules of the legal profession, which apply alike to outside and inside counsel. For example, Texas Disciplinary Rule of Professional Conduct 1.12 (Organization as Client), which provides that “A lawyer employed or retained by an organization represents the entity. . . .,” is equally applicable to both law-firm attorneys and in-house counsel. But in-house counsel, particularly general counsel, occupy a somewhat different position than outside counsel:
Lawyering involves both advocacy and counseling. The basic difference is that as an advocate, a lawyer is stuck with the facts, whereas an advisor, at least in the corporate setting, is in a position to shape policy and influence the facts for the future. It is in this latter role, that of counselor, that an inside lawyer has a great opportunity to contribute to the success of his or her client and to our society as a whole.
H.J. Aibel, Corporate Counsel and Business Ethics, 59 Mo. L. Rev. 427, 431 (1994) (emphasis added). This is precisely the ideal, the model for ethical and responsible general counselship.