--------------------------------------CORPORATE PRO BONO — The Ins and Outs of Giving Back
by Andrea L. Bridgeman
Giving back is a professional
responsibility not only
for pri-
vate practitioners, but
for corporate counsel as well. Although financial contributions to pro bono
providers and securing pro bono commitments from outside counsel may indirectly
achieve the goals of Canon 2*/, corporate counsel can do so directly by
practicing law. Having an in-house pro
bono program can enrich your workplace, career, and the futures of those who
need your help.
The Federal Home
Loan Mortgage Corporation (“Freddie Mac”) is a shareholder-owned,
government-sponsored enterprise established by Congress in 1970 to provide a
continuous flow of funds for residential mortgages, which is done primarily by
purchasing mortgages from mortgage lenders.
At Freddie Mac, we help make housing safe and affordable for millions of
Americans, and through our philanthropic efforts, we strive to make these
happy, healthy homes for at-risk children and their families. Freddie Mac’s 70+
attorney Legal Division has run an award-winning pro bono program in
conjunction with Legal Services of Northern Virginia, Inc. (LSNV) since 1991.
This program fits neatly with the corporate mission and the emphasis on giving
back to our community.
Here’s how
Freddie Mac’s program works: The Legal Division provides LSNV with attorneys on
a weekly basis to perform intake interviews (screening applicants and
evaluating the legal merits of their problems), staff for clinics,
representation for clients in negotiations, court cases and administrative
proceedings. The program enjoys tremendous corporate support--the Freddie Mac
Foundation has augmented our efforts with:
• funds for printing
LSNV brochures and for minority law student summer interns
• meeting
facilities
• computer
equipment and reference materials, and
• seed money to
establish a child advocacy center
In return, LSNV
provides Freddie Mac’s Legal Division with a variety of pro bono activities
(and malpractice insurance), educational support, including training that
qualifies for CLE credit, supervision and administrative support, opportunities
to develop our staff’s legal, managerial and communications skills, and positive
public relations, community goodwill and recognition at local, state and
national levels.
Considerations in establishing a corporate pro bono program:
Pro bono work
does require a commitment of employee time and resources. For this reason, support from corporate
management is crucial to a program’s success.
Once this support is in place, consider these matters for building an
in-house pro bono program:
1. Legal
Competence. Clients are entitled to a
competent attorney, regardless of whether they are paying for the
representation. Canon 6 requires that a
lawyer undertake representation only in those matters in which he has specific
knowledge, skill and efficiency. The
competence requirement, which applies to court and administrative procedures as
well as to substantive practice areas, can be met by:
• prior practice
experience,
• association with
another lawyer (or a pro bono organization) competent in the matter (DR 6-101),
or
• specialized
training
2. Malpractice
Insurance Coverage. While pro bono
clients are considered to be public clients for all purposes, few corporations
carry malpractice insurance for their in-house counsel. Malpractice coverage can be acquired
directly or through an associated pro bono organization (many carry policies
for attorney volunteers).
3. Conflicts of
Interest. Corporate counsel are no less
at risk of encountering conflicts of interest than are private practitioners.
Potential conflicts can limit:
• substantive
issues to those areas of business or operations in which the corporate employer
is not engaged,
• representation in
matters in which corporate customers, competitors and/or suppliers may be
adverse parties, and
• the ability to
represent certain clients zealously by restricting positions that favor a
client but may be at odds with corporate interests
As in law firms,
there should be a conflicts committee or coordinator to manage this aspect of
the corporate pro bono initiative.
4. Client
Confidentiality. To insure client
confidentiality, all pro bono client files should be maintained separately from
those relating to the corporation, and each legal department employee, whether
or not involved in the pro bono initiative, should be cautioned to exercise
care to preserve client information and confidences. (See EC 4-2)
5. Insulating the
Corporate Employer. To avoid the
appearance that the corporate employer is engaged in the unauthorized practice
of law or is otherwise responsible for the attorneys’ pro bono legal work, the
best practice is not to use corporate letterhead, business cards or meeting
rooms for pro bono clients.
In addition,
there should be a formal “policy and procedure” setting out the corporation’s
pro bono program parameters, including those discussed above. It should include
a liaison/contact list for all internal and external parties, and should
address, at a minimum, the following issues:
• will time spent
on pro bono activities be credited toward the volunteer’s workweek goal, or in
addition to that goal?
• will pro bono activities
occurring during regular business hours be tolerated, encouraged or
discouraged?
• what mechanisms
exist for pro bono work product quality control, and for tracking volunteer’s
time, cases and files?
Many of the
perceived impediments to performing pro bono work in-house are, upon closer
inspection, red herrings. The greatest of these is a fear of the unknown and a
reluctance, particularly on the part of ‘seasoned’ attorneys, to venture into
unfamiliar settings or substantive areas of the law. Targeted training and/or
pro bono work that uses existing skills can minimize this concern.
Your community’s
poorest and most disadvantaged have a variety of legal needs. In addition to counseling and representing
individuals, there are non-profit organizations that could use corporate
counsel’s expertise with incorporations and tax-exempt status, corporate
governance, employee management, commercial matters, insurance coverage, real
estate and leases, navigating through government and administrative red tape,
and so on.
Pro bono legal
work gives your organization a chance to build stronger communities, enhance
the skills of your legal staff, and improve your work environment by attracting
quality employees and increasing job satisfaction and morale for existing
employees. With a pro bono program, you
can give back, and everybody wins.
Resources for
corporate counsel interested in performing pro bono legal work are available
from the Virginia State Bar Pro Bono office (804/775-0522), the American Bar
Association Center for Pro Bono (312/988-5769), the American Corporate Counsel
Association’s ACCA Foundation (202/293-4103; Web site www.acca.com/foundation)
and from your local legal services corporation. Malpractice insurance coverage
is available from the National Legal Aid Defenders Association Service
Corporation (202/452-9870 or 800/725-4513).
*/ References are to the Virginia Code of Professional
Responsibility.
About the Author
Andrea L. Bridgeman is a real estate/contracts attorney at Freddie Mac in McLean,
Virginia, where she is co-chair of the Pro Bono Steering Committee. Freddie Mac’s Legal Division was recognized
for its pro bono efforts in 1995 with the American Corporate Counsel
Association’s Pro Bono Award and in 1998 with the American Bar Association’s
Pro Bono Publico Award. Ms. Bridgeman
is a past chair of the Corporate Counsel Section and is currently co-chair of
the Fairfax Bar Association’s Business Law/Corporate Counsel Section.
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