Cops, counsel, and entrepreneurs: Constructing the role of inside counsel in large corporations

Inside counsel to major corporations have accrued more power and status wit hin the legal profession, but continue to struggle for influence and legiti macy within the corporation. In-depth interviews with lawyers and managers in large businesses reveal that inside counsel construct different professi onal roles for themselves depending on circumstances. We identify three ide al types of such roles: they act as cops (limiting their advice to legal ma ndates), counsel (combining legal and business advice), or entrepreneurs (g iving priority to business objectives rather than legal analysis). The entr epreneurial role and its associated discourse seem to mark a departure from earlier studies of inside counsel. We argue that entrepreneurial tendencie s reflect the 'efforts of corporate counsel to adapt their images and lawye ring styles to the prerogatives of contemporary management. Accordingly, in side lawyers limit their gatekeeping functions, emphasize their dedication to managerial objectives, and defer to management's judgments about legal r isk. Nonetheless, inside counsel retain their professional identities as la wyers and rarely express an interest in moving into corporate management. I nside counsel are "professionals" who present themselves as enthusiasticall y committed to corporate objectives.