corporate law; corporate lawyers; ethics


The traditional story of in-house counsel is of a transformation and triumph over “Big Law” in a zero-sum game for power, prestige, and money. That story, however, is inaccurate descriptively, prescriptively, and normatively. Descriptively, in-house lawyers were part of the legal elite dominating corporate counseling before large law firms first rose to power and prominence. In-house counsel then lost ground and the position of general counsel to Big Law lawyers between the 1940s and 1970s, only to mount an impressive comeback to elite status beginning in the 1970s. Yet the in-house comeback was not a simple power struggle with Big Law. Rather, modern in-house lawyers including the “new” general counsel came from within the ranks of Big Law, an offshoot rather than a competitor of large law firms, sharing Big Law’s background, training, and, more importantly, professional values, ideology, and ethos. Thus, the story of in-house lawyers and their relationship with Big Law is one of a complex symbiotic affiliation, not a competitive zero-sum game.