After a series of corporate scandals, general counsel are playing an important role in educating staff about risk awareness but sometimes they need external help to manage their work-load, says Paul Rew

General counsel and heads of legal have found themselves thrust into the limelight of most modern corporations. Their role has widened beyond that of merely providing legal advice to management and overseeing contract reviews or litigation.


Over the past decade, in the wake of a series of corporate scandals, the general counsel or head of legal has become responsible for ensuring that staff throughout their organisations have the training necessary to ensure the requisite level of risk awareness in the hope that the fate of these companies does not repeat history.


In the process, this training has broadened away from compliance and corporate governance to much wider and 'softer' issues of ethical conduct - behaviour that could easily influence a company's internal corporate culture and sense of identity. Increasingly, teaching codes of behaviour and ways of addressing ethical dilemmas becomes the remit of the in-house legal department.


Lawyers may not be natural teachers, even on straightforward legal subjects, so this aspect of their role can be a challenge for many of them. When lawyers do provide training, their presentations tend to be rigid and littered with legal jargon.


A wider problem is that they often concentrate on training senior management in the hope that the message will be passed on. In my experience as an in-house counsel this does not work, understandable though it is given the time constraints.


Indeed, limited time - and budget - are the great, universal problems for all general counsel, especially in an era when that role is growing in size and in influence.


Consider, however, the potential impact of an ethics or compliance failure on a company and it becomes apparent how important training in this area has become.


Trying to train staff on crucial issues in this field when rushed and pressurised means the training could be, at the very least, poorly implemented and, at worst, totally ineffective. The spectre of the Enron-style failure would still loom large, with even a seemingly minor infraction of misjudgement by the uninformed or untrained presenting a significant risk for the company.


The fact remains that some lawyers frequently do not have the time for any meaningful training. If the chief executive announces that a multi-million pound acquisition opportunity has arisen and that the company 'must get cracking' on due diligence - no head of legal would respond, 'Sorry, but my team is committed to give competition law training the following day to the sales people in Milton Keynes.'


For most large companies, face-to-face staff training is no longer an answer. There are simply too many employees to train in too many languages, and assembling them in one place at the same time is difficult.


I recently met one head of compliance of an international group who was embarking on a six-month trip - with two senior members of his team - visiting all major locations worldwide, just to train all staff in the principles behind the code of conduct. And that was probably just a one-off exercise that would not catch the day's joiners and those who missed the training.


All of these factors mean that the in-house lawyer's role as a trainer is increasingly complex. It is not surprising, therefore, that they are looking more and more to outside help.


So what are the options for the general counsel, pressurised by the demands of the chief executive, the targets set by the regulator, or the latest best practice he reads about? A quick run through the options suggests they all have pros and cons.


Many in-house lawyers look first to their outside law or audit firms. These advisers know the company well and are just a telephone call away. However, they tend to be expensive, especially with the charge-out rates for London partners. For that reason, their training time must be constrained by cost implications and may not be adequate. And, just like some in-house lawyers, they may be proficient at understanding law but lack the skills required to train others.


On the other hand, specialist training firms do exist - particularly in areas such as financial services (covering money-laundering rules) and health and safety. They are typically cheaper than corporate law firms but have little or no knowledge of the company and therefore are faced with a significant learning curve. Similarly, budget constraints may limit the reach of their training.


One increasingly used option is on-line training courses. This method is cost effective and, because it can be taken by employees wherever and whenever they choose, absenteeism ceases to be an issue. Typically, on-line training is interactive, which means there is an in-built facility for testing the employee's knowledge at the end. Results are reported to the head of legal, offering evidence of the company's compliance efforts. And while on-line training is being rolled out, the lawyer is free to focus on the particular acquisition or litigation demanding attention.


The range of training options underlines the dilemma. The move into the spotlight at the centre of a company, helping to decide how its internal culture is communicated and embedded, is frequently attractive for many lawyers. But an expanding legal brief can mean crucial areas are overlooked. Counsel need to invest in programmes that, ultimately, will save them money.


Solicitor Paul Rew is counsel at Integrity Interactive in London