E. Norman Veasey is a senior partner at Weil, Gotshal & Manges. In addition to other roles in the firm, he advises on corporate governance issues involving the responsibilities of corporate directors. Mr. Veasey is the former Chief Justice of the Delaware Supreme Court, stepping down in 2004, after serving a 12-year term. His tenure as CJ was preceded by 34 years as a corporate practitioner and litigator. Christine T. Di Guglielmo is an associate at Weil, Gotshal & Manges, practicing in the Delaware office. Her practice concentrates on corporate and litigation matters. She is a graduate of the University of Pennsylvania Law School (summa cum laude), where she served as executive editor of The University of Pennsylvania Law Review. Ms. Di Guglielmo was a judicial law clerk for Chief Justice Veasey during the 2003-04 term.

"With Indispensable Counsel: The Chief Legal Officer in the New Reality, E. Norman Veasey and Christine T. Di Guglielmo have written a field manual to aid CLOs with their new tasks. More important, the authors have illuminated how Congress, primarily through Sarbanes-Oxley, has inserted the long arm of federal law into executive suites and boardrooms to influence private-sector decision making, using the CLO as cat's paw." --George Mellon, The Wall Street Journal"Indispensable Counsel fills a significant void for today's general counsel and those who want to understand corporate legal practice today. It portrays the full range of issues that a general counsel deals with. Judge Veasey and Christine Di Guglielmo have tremendous stature within the legal community and they have used their first-hand experience to create a thoughtful and practical compass for the inside counsel, who places such a pivotal role withmanagement and the board in today's corporation." --Louise Parent, Executive Vice President & General Counsel American Express Company"Veasey and Di Guglielmo bring together their vast knowledge and wealth of experience to create a masterful resource for corporate law practitioners. Indispensable Counsel is a must-read for anyone who wants to understand the responsibilities of corporate counsel in this increasingly dynamic and competitive global marketplace." --Thomas L. Sager, Senior Vice President & General Counsel DuPont Company

• ABOUT THE AUTHORS ; ACKNOWLEDGMENTS ; FOREWORD by Ben W. Heineman, Jr. ; FOREWORD by Ira M. Millstein ; PREFACE ; INTRODUCTION ; CHAPTER I THE GENERAL COUNSEL'S CHALLENGES IN THE NEW REALITY ; A. The Landscape ; B. Key Characteristics of the General Counsel Position ; C. Dealing with the New Reality ; D. Key Takeaways for the General Counsel's Challenges in the New Reality ; CHAPTER II EVOLUTION OF THE ROLE OF GENERAL COUNSEL ; A. Historical Perspective ; B. Modern Reality ; C. Key Takeaways on the Evolution of the Role of General Counsel ; CHAPTER III the general counsel on the balance beam ; A. The Many Hats Worn by the Modern General Counsel ; B. The Lonely Middle: Relationships with Senior Management and the Board ; C. Other Relationships ; D. Key Takeaways for the General Counsel on the Balance Beam ; CHAPTER IV THE GENERAL COUNSEL LEADING THE CHARGE ; A. Establishing and Maintaining a Legal and Ethical Culture ; B. Ethics and Professional Conduct Rules Governing In-House Counsel ; C. Demonstrating Openness and Community Involvement ; D. Key Takeaways for the General Counsel in Leading the Ethical Charge ; CHAPTER V ADVISING THE BOARD ON CORPORATE LAW AND OTHER LAWS ; A. Corporate Law and Corporate Governance Under State Law ; B. The CLO's Advice on Other Laws and Issues ; C. Key Takeaways for the General Counsel in Advising on Corporate Law and Other Issues ; CHAPTER VI Managing the Legal Department ; A. Need for Adequate Resources ; B. Compartmentalization and Decentralization ; C. Global Challenges ; D. Working Within the Law Department Budget ; E. Choosing Outside Counsel ; F. Key Takeaways for the General Counsel in Managing the Legal Department ; CHAPTER VII THE GENERAL COUNSEL IN THE CROSSHAIRS: EXPOSURE TO SANCTIONS, PROSECUTION, AND LIABILITY ; A. Conceptualizing the Role: The General Counsel as Advocate, Gatekeeper, or Persuasive Counselor ; B. Reporting up and Reporting out ; C. Understanding the Risks: Types of Liability Exposure Confronting In-House Counsel ; CONCLUSION ; APPENDIX A Table of Contents of The Corporate Director's Guidebook (6th ed.) ; APPENDIX B Table of Contents of Stephen A. Radin, The Business Judgment Rule (6th ed.)

E. Norman Veasey is a senior partner at Weil, Gotshal & Manges. In addition to other roles in the firm, he advises on corporate governance issues involving the responsibilities of corporate directors. Mr. Veasey is the former Chief Justice of the Delaware Supreme Court, stepping down in 2004, after serving a 12-year term. His tenure as CJ was preceded by 34 years as a corporate practitioner and litigator. Christine T. Di Guglielmo is an associate at Weil, Gotshal & Manges, practicing in the Delaware office. Her practice concentrates on corporate and litigation matters. She is a graduate of the University of Pennsylvania Law School (summa cum laude), where she served as executive editor of The University of Pennsylvania Law Review. Ms. Di Guglielmo was a judicial law clerk for Chief Justice Veasey during the 2003-04 term.

"With Indispensable Counsel: The Chief Legal Officer in the New Reality, E. Norman Veasey and Christine T. Di Guglielmo have written a field manual to aid CLOs with their new tasks. More important, the authors have illuminated how Congress, primarily through Sarbanes-Oxley, has inserted the long arm of federal law into executive suites and boardrooms to influence private-sector decision making, using the CLO as cat's paw." --George Mellon, The Wall Street Journal"Indispensable Counsel fills a significant void for today's general counsel and those who want to understand corporate legal practice today. It portrays the full range of issues that a general counsel deals with. Judge Veasey and Christine Di Guglielmo have tremendous stature within the legal community and they have used their first-hand experience to create a thoughtful and practical compass for the inside counsel, who places such a pivotal role withmanagement and the board in today's corporation." --Louise Parent, Executive Vice President & General Counsel American Express Company"Veasey and Di Guglielmo bring together their vast knowledge and wealth of experience to create a masterful resource for corporate law practitioners. Indispensable Counsel is a must-read for anyone who wants to understand the responsibilities of corporate counsel in this increasingly dynamic and competitive global marketplace." --Thomas L. Sager, Senior Vice President & General Counsel DuPont Company

• ABOUT THE AUTHORS ; ACKNOWLEDGMENTS ; FOREWORD by Ben W. Heineman, Jr. ; FOREWORD by Ira M. Millstein ; PREFACE ; INTRODUCTION ; CHAPTER I THE GENERAL COUNSEL'S CHALLENGES IN THE NEW REALITY ; A. The Landscape ; B. Key Characteristics of the General Counsel Position ; C. Dealing with the New Reality ; D. Key Takeaways for the General Counsel's Challenges in the New Reality ; CHAPTER II EVOLUTION OF THE ROLE OF GENERAL COUNSEL ; A. Historical Perspective ; B. Modern Reality ; C. Key Takeaways on the Evolution of the Role of General Counsel ; CHAPTER III the general counsel on the balance beam ; A. The Many Hats Worn by the Modern General Counsel ; B. The Lonely Middle: Relationships with Senior Management and the Board ; C. Other Relationships ; D. Key Takeaways for the General Counsel on the Balance Beam ; CHAPTER IV THE GENERAL COUNSEL LEADING THE CHARGE ; A. Establishing and Maintaining a Legal and Ethical Culture ; B. Ethics and Professional Conduct Rules Governing In-House Counsel ; C. Demonstrating Openness and Community Involvement ; D. Key Takeaways for the General Counsel in Leading the Ethical Charge ; CHAPTER V ADVISING THE BOARD ON CORPORATE LAW AND OTHER LAWS ; A. Corporate Law and Corporate Governance Under State Law ; B. The CLO's Advice on Other Laws and Issues ; C. Key Takeaways for the General Counsel in Advising on Corporate Law and Other Issues ; CHAPTER VI Managing the Legal Department ; A. Need for Adequate Resources ; B. Compartmentalization and Decentralization ; C. Global Challenges ; D. Working Within the Law Department Budget ; E. Choosing Outside Counsel ; F. Key Takeaways for the General Counsel in Managing the Legal Department ; CHAPTER VII THE GENERAL COUNSEL IN THE CROSSHAIRS: EXPOSURE TO SANCTIONS, PROSECUTION, AND LIABILITY ; A. Conceptualizing the Role: The General Counsel as Advocate, Gatekeeper, or Persuasive Counselor ; B. Reporting up and Reporting out ; C. Understanding the Risks: Types of Liability Exposure Confronting In-House Counsel ; CONCLUSION ; APPENDIX A Table of Contents of The Corporate Director's Guidebook (6th ed.) ; APPENDIX B Table of Contents of Stephen A. Radin, The Business Judgment Rule (6th ed.)

E. Norman Veasey is a senior partner at Weil, Gotshal & Manges. In addition to other roles in the firm, he advises on corporate governance issues involving the responsibilities of corporate directors. Mr. Veasey is the former Chief Justice of the Delaware Supreme Court, stepping down in 2004, after serving a 12-year term. His tenure as CJ was preceded by 34 years as a corporate practitioner and litigator. Christine T. Di Guglielmo is an associate at Weil, Gotshal & Manges, practicing in the Delaware office. Her practice concentrates on corporate and litigation matters. She is a graduate of the University of Pennsylvania Law School (summa cum laude), where she served as executive editor of The University of Pennsylvania Law Review. Ms. Di Guglielmo was a judicial law clerk for Chief Justice Veasey during the 2003-04 term.

"With Indispensable Counsel: The Chief Legal Officer in the New Reality, E. Norman Veasey and Christine T. Di Guglielmo have written a field manual to aid CLOs with their new tasks. More important, the authors have illuminated how Congress, primarily through Sarbanes-Oxley, has inserted the long arm of federal law into executive suites and boardrooms to influence private-sector decision making, using the CLO as cat's paw." --George Mellon, The Wall Street Journal"Indispensable Counsel fills a significant void for today's general counsel and those who want to understand corporate legal practice today. It portrays the full range of issues that a general counsel deals with. Judge Veasey and Christine Di Guglielmo have tremendous stature within the legal community and they have used their first-hand experience to create a thoughtful and practical compass for the inside counsel, who places such a pivotal role withmanagement and the board in today's corporation." --Louise Parent, Executive Vice President & General Counsel American Express Company"Veasey and Di Guglielmo bring together their vast knowledge and wealth of experience to create a masterful resource for corporate law practitioners. Indispensable Counsel is a must-read for anyone who wants to understand the responsibilities of corporate counsel in this increasingly dynamic and competitive global marketplace." --Thomas L. Sager, Senior Vice President & General Counsel DuPont Company

• ABOUT THE AUTHORS ; ACKNOWLEDGMENTS ; FOREWORD by Ben W. Heineman, Jr. ; FOREWORD by Ira M. Millstein ; PREFACE ; INTRODUCTION ; CHAPTER I THE GENERAL COUNSEL'S CHALLENGES IN THE NEW REALITY ; A. The Landscape ; B. Key Characteristics of the General Counsel Position ; C. Dealing with the New Reality ; D. Key Takeaways for the General Counsel's Challenges in the New Reality ; CHAPTER II EVOLUTION OF THE ROLE OF GENERAL COUNSEL ; A. Historical Perspective ; B. Modern Reality ; C. Key Takeaways on the Evolution of the Role of General Counsel ; CHAPTER III the general counsel on the balance beam ; A. The Many Hats Worn by the Modern General Counsel ; B. The Lonely Middle: Relationships with Senior Management and the Board ; C. Other Relationships ; D. Key Takeaways for the General Counsel on the Balance Beam ; CHAPTER IV THE GENERAL COUNSEL LEADING THE CHARGE ; A. Establishing and Maintaining a Legal and Ethical Culture ; B. Ethics and Professional Conduct Rules Governing In-House Counsel ; C. Demonstrating Openness and Community Involvement ; D. Key Takeaways for the General Counsel in Leading the Ethical Charge ; CHAPTER V ADVISING THE BOARD ON CORPORATE LAW AND OTHER LAWS ; A. Corporate Law and Corporate Governance Under State Law ; B. The CLO's Advice on Other Laws and Issues ; C. Key Takeaways for the General Counsel in Advising on Corporate Law and Other Issues ; CHAPTER VI Managing the Legal Department ; A. Need for Adequate Resources ; B. Compartmentalization and Decentralization ; C. Global Challenges ; D. Working Within the Law Department Budget ; E. Choosing Outside Counsel ; F. Key Takeaways for the General Counsel in Managing the Legal Department ; CHAPTER VII THE GENERAL COUNSEL IN THE CROSSHAIRS: EXPOSURE TO SANCTIONS, PROSECUTION, AND LIABILITY ; A. Conceptualizing the Role: The General Counsel as Advocate, Gatekeeper, or Persuasive Counselor ; B. Reporting up and Reporting out ; C. Understanding the Risks: Types of Liability Exposure Confronting In-House Counsel ; CONCLUSION ; APPENDIX A Table of Contents of The Corporate Director's Guidebook (6th ed.) ; APPENDIX B Table of Contents of Stephen A. Radin, The Business Judgment Rule (6th ed.)