Lawyers With Just One Client

THE ballroom level at the J.W. Marriott Hotel in Washington, D.C., is below the lobby. An escalator lowered conference attendees through a vast atrium, past a towering sculpture of birds rising in flight, into an ocean of charcoal and navy suits.

Such a display of wool and polyester probity would leaden some spirits, but not that of a legal-affairs writer covering the annual meeting of the American Corporate Counsel Association (ACCA) this month. It would be interesting to rub elbows for three days with several hundred in-house lawyers for American companies.

Not so long ago, company lawyers were regarded by many of their law-firm brethren with a bit of condescension. Oh, sure, some legal heavyweights went in-house, like former Attorney General Nicholas Katzenbach, who headed up IBM's huge legal staff after he left Washington.

But other than the general counsels for Fortune 500 corporations, company lawyers were often seen as second-tier - people who couldn't cut it in law firms or who cautiously opted for the security of a company salary.

Whereas lawyers traditionally valued their independence as professionals, free to give clients tough advice and even to jettison clients they disapproved of, company attorneys - it was implied - were kept lawyers who had to kowtow to senior executives the way any other corporate minions do.

Besides, it was said, in-house legal work was boring, repetitive, unsophisticated, lacking in intellectual excitement. A corporate law department was where you went when you didn't make partner.

There may have been, and perhaps still is, some truth to these stereotypes. But much has changed in company legal staffs. Fewer in-house attorneys fit the description of distant and somewhat declasse cousins to their law-firm counterparts. These days, a lot of first-rate legal work is performed in-house.

President Clinton recognized the quality of many corporation lawyers when he nominated Zoe Baird, general counsel for the Aetna Life & Casualty Company, to be attorney general early this year. The nomination ran afoul of Nannygate, but most observers acknowledged that Ms. Baird, who oversees some 200 lawyers at the multibillion-dollar company, was qualified to assume the top legal job in the land.

It's certain that not many of the company lawyers who gathered for the ACCA conference would think it necessary to bow and scrape before lawyers in private practice.

Economic factors are heavily responsible for the rise in skill and prestige in company law departments. With the downsizing of many law firms during the recession, a lot of fine lawyers - the kind who traditionally have been assured of partnerships at good law firms - have gone to work for corporations. And even before the recession, many companies, to cut legal costs, started to bulk up their in-house legal staffs to do work that previously went to pricey outside lawyers.

Nowadays, many law-school graduates and junior attorneys in law firms (and even some partners) who once would have balked at joining corporate legal departments are willingly finding satisfying and stimulating careers in-house. To one steeped in the culture of independence still savored by many outside lawyers, it sounded odd at the ACCA conference to hear lawyers say things like: ``The vice president I report to said ...,'' or, ``I can't very well go to the board of directors and tell them....'' But then, the lawyer who is beholden to many clients is, in some respects, no more a free agent than the lawyer who works for just one client.

Conversely, good in-house lawyers understand that they have a professional responsibility to give their client honest and sometimes unpleasant legal advice that is no less imperative than the similar duty of outside lawyers.

The lawyers at the ACCA conference looked and talked like their law-firm counterparts. They were bright, alert, engaged. They went to seminars on management skills, reducing overhead, and dealing with outside lawyers, but also on environmental law, health-and-safety regulations, ERISA, health insurance, international trade, securities law, sexual harassment, and other substantive issues that bespoke high levels of legal practice.