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James F. Kelley*
Professor Gruner's paper is a useful summary of the issues facing general counsel in the area of compliance programs and corporate self-policing. He deals effectively with the organizational choices that general counsel confront, both in managing law departments and in functioning as members of a senior management team. I particularly appreciate his discussion about the "specialist lawyer"/"generalist lawyer" dichotomy which confronts every general counsel in managing the legal tasks of the department. The paper is also sensitive to the pressures that exist in decentralized legal departments, where lawyers in the field usually find their principal reporting responsibility, in fact if not in structure, to be to an operating officer rather than to the general counsel.
From the point of view of the practicing general counsel, Professor Gruner's article emphasizes several factors which are of central importance to an effective corporate compliance program. First, it is important that any program have a strong educative element so that employees actually receive practical, useful information about how to identify and avoid common legal problems and compliance issues. Videos and seminars are obvious tools to use in accomplishing this objective. At Georgia-Pacific, we have also used a client legal education program that includes specific presentations by various lawyers on topics such as equal employment opportunity, antitrust compliance, and breach of contract. Second, the program must have a monitoring component, so that there is an effective audit of whether the corporation is complying with its own compliance program. Third, there must be clearly established disciplinary actions which can be applied in the event of noncompliance. These actions must be graduated across a continuum ranging from informal discussions to dismissals or even criminal action, depending upon the gravity of the...