PERSPECTIVE Challenge to Corporate Law Departments By Joseph E. Geoghan The New York Law Journal November 10, 1997 IT HAS INDEED been 33 years since graduation from Fordham and this past February I passed 40 years with Union Carbide. I like to think of my tenure at Union Carbide as a sign of stability -- others have called it inertia. * * * In a little more serious vein, do look back with me for a moment to the '60s -- a great decade for me. I was married in 1961, four of my five children were born in the '60s and I graduated from Fordham in 1964. But practice in a corporate law department looked a little different then. With some exceptions -- and the law department of Union Carbide was one -- corporate law departments were trying to define their role vis-a-vis that of outside counsel. And we individually looked a little different too. In addition to our slimmer profiles, our narrow ties and narrow lapels, we were almost exclusively white males.   While Fordham Law School was a leader in admitting women, in 1964 there were still very few women in law school and there were still fewer minorities, particularly African Americans.   Thirty-three years have made a whale of a difference in the practice of law within a corporate law department. Roles have indeed been clarified; there is no doubt today that a company's lawyers are the attorneys employed in the company's law department. While I think role definition between inside and outside counsel will always be a dynamic, it will pretty much be defined by the inside lawyers, with continuing help, I might add, from our very cost-conscious clients -- corporate management.   Thanks to the vision, leadership and the resolve of Fordham and other schools, the composition of our graduating classes has also changed dramatically in the last 30 years. Today, as you well know, 50 percent or more women in graduating classes are not untypical with a very significant increase in minorities as well, including African Americans.   But the demographic composition of our law departments and law firms hasn't quite kept pace. We've made progress -- there are probably as many professional women proportionally in corporate law departments than any other function of a company, except perhaps human resources and public relations. But their representation is certainly not yet proportional to the available population. And as for minorities, and in particular African Americans, I don't think their representation has changed more than a few percentage points since 1964.   Although I am one citizen who believes -- unlike the majority -- that lawyers and the legal profession approach perfection, I nevertheless do want to use a few minutes tonight to share some thoughts with you about our profession's progress in the diversity effort. And there has been progress, some of the firms and corporations represented here tonight have really moved aggressively along the road to valuing real diversity. The fact that two of the general counsel who started this association and who are vice-chairs of this evening's dinner are women is clear testimony to the fact that the barriers of a few decades ago have broken down. HAVING ACKNOWLEDGED that real progress has been made in some quarters, I nevertheless think that the rate of progress in achieving real diversity in our profession overall has slowed -- maybe even near stalling. We've plateaued. We've long talked about an ethical imperative that drove our efforts to improve our performance in diversity; but today it is very clearly a business necessity as well. Given the demographic composition of our post-2000 professional workforce, I think the demographic realities require both law firms and corporate law departments to reassess our progress and to embrace diversity programs with a far greater sense of urgency than we've seen thus far.   I think the challenge now is to take a hard look at some of the things which get in the way of making better progress. First, to position our efforts, I think we're somewhere between the lower end and the mid-point of an evolutionary curve as society, and particularly the professional constituency in our society, learns to adapt to the reality of diversity and the increase in two-career and single-parent professional families.   The issues I want to touch on and which I think are impeding progress on this evolutionary curve, are based on my own experience and also to some extent on a report prepared for the City Bar Association which was published in the Fordham Law Review in November 1995. My insights are not unique -- but we do need to refocus attention on them.   The study concluded that women's aspirations, like men's, are dependent on their assessment of opportunities. Negative assessment of those opportunities lead to lower aspirations, which in turn keep them from optimizing personal development and their potential contributions. In other words, not only an unhappy person, but also a less valuable professional.   Exacerbating this, in my view, is the reality that finding a way to manage juggling child versus professional responsibilities falls largely on women's shoulders. That's changing somewhat as we males climb that evolutionary curve I just referred to, but it's changing slowly.   Notwithstanding the fact that the family issues of child care seem in real life to be predominantly a woman's problem, we sometimes wittingly or unwittingly penalize them for taking advantage of family friendly workplace policies.   We, the management in both law departments and law firms, need to do a still better job of recognizing the social, professional and family impediments our women colleagues face. We need to experiment more aggressively with solutions. We need to do a better job of mentoring, using flexible hours, part-time scheduling and recognize that in today's age of telecommuting, some work can be done just as effectively at home.   We also need to be even more mindful of the systemic social impediments, like the "good old boys' club," which really impact the ability of our women colleagues to participate in the kind of collegiality and camaraderie that enhances a professional reputation. I think we still tend to stereotype women.   And we need to engage more constructively in dialogue with groups that form within our organizations on an ad hoc basis to discuss these subjects. Too often we put our fear of being sued in front of good management and common sense. Collectively, the people in this room could bring enormous leadership to revitalizing the diversity effort.   Before I leave diversity, let me say a word too about our profession's efforts to attract minorities, particularly African Americans, or people of color, and people of Hispanic origin. It's rather obvious that we have a long way to go and again, I don't have a silver bullet. In fact, this element of diversity is in some ways more frustrating than the challenges presented in improving our diversity progress with our women colleagues and two-career and single-parent families.   First, law schools like Fordham in particular, have shown great leadership in this area. The minority population continues to grow in our student bodies, but not fast enough. And, at least in the corporate world, we've been noticeably unsuccessful in attracting lawyers of African American or Hispanic heritage to our law departments.   For this element of diversity as well, both the ethical imperative and business realities in the post-2000 era drive us to do more. But, to use a football analogy (and thereby revert to my sexist role), I think it boils down to blocking and tackling -- it's going to be a running game with short gains and no long touchdown passes.   I think the corporate community needs to be more supportive of minority students in law school, both with increased scholarship assistance and with programs designed to present practice in our corporate law departments as the professionally challenging and rewarding practice which it is. We need, basically, to reenergize our interest in this issue as a priority. Perhaps, at least in the corporate community, we can develop a more coordinated focus with Fordham and other law schools to take advantage of the thinking and planning that they have done already. This might be an effort that the Corporate Counsel Association could usefully undertake and I will explore this. NOW, WHILE I have this soapbox and no more than 30 or 40 percent of my audience appear to be dozing, I also want to spend a couple of minutes on pro bono activities in the world of corporate law departments and get in a commercial for a new organization. Frankly, we in the corporate world have been a little passive as we watched interest in pro bono efforts fall off from a level of 10 or 15 years ago. Perhaps defensively, I think that's been attributable to the corporate restructuring mania from which corporate America is just beginning to emerge.   Parenthetically, I must tell you that, as one who has 40 years in the business world and has been through corporate bloodbaths and purges every 10 years or so, I think this last round of restructuring which really affected every industrial sector, will be quite permanent.   In addition to the effects of corporate downsizing, many of us in the corporate world have, quite honestly, not been entirely sure how to manage or integrate pro bono efforts. A few years ago, a good friend, then general counsel of a very large company, told me of how he was representing an indigent party in a complicated bankruptcy proceeding. My friend was a great lawyer, but, as general counsel, bankruptcy was not one of his practice areas and he spent an inordinate number of hours just familiarizing himself with the substantive area. I remember thinking to myself then, there must be a better way, given the increase in time pressures in the corporate world -- this is just not practical   Well, you in New York have had the answer for quite a few years and we in the wilds of Fairfield and Westchester Counties are just now importing it to our areas. It's the Lawyers' Alliance which has had great success here in New York.   For Fairfield and Westchester, we have just formed the Westchester-Fairfield Pro Bono Partnership. Rather than focusing on individuals, it will focus on providing business-related legal services to nonprofit organizations which do not have the resources to acquire those services directly. The services, such as entity organization and operation, fiduciary responsibilities and governance, regulatory filings and real estate, will generally be more aligned with the practice areas of corporate counsel. In some cases, the partnership will join inside and outside counsel when the required skills are complementary. Our preliminary assessment in the Westchester-Fairfield area indicates that there is a substantial requirement for these services.   We have also put some structure around the partnership, with a full-time executive director and a two-year funding commitment. I admit to a conflict of interest as I'm on the board of the partnership, but I mention the effort, because I really believe it offers so much more promise than any of the pro bono activities in which I have been involved with over the last 30-plus years. I commend the partnership to those of you who live or practice in the Westchester-Fairfield area and I commend the structure to the law departments of corporations based in other areas. ********* The above is excerpted from remarks delivered by Joseph E. Geoghan, general counsel of Union Carbide Corporation, who received the Richard Bennett Memorial Award from Fordham Law School last month. Copyright 1997, The New York Law Publishing Company. All Rights Reserved.