On the Inside Track: The Brave New World of the General Counsel

By Hope Katz Gibbs
GW Magazine

JOB DESCRIPTION: LONG HOURS, HIGH PAY, INTERESTING WORK. Requires extensive legal expertise, high level of company loyalty, ability to make multiple decisions quickly and to handle considerable power.

Sound good? To an increasing number of lawyers these days the of general counsel to a corporation is a dream job. In the last decade, it has become fashionable—and sometimes highly lucrative—for attorneys to work as in-house counsels at corporations. The lead attorneys at Merrill Lynch, Conseco, Viacom and Walt Disney, for example, all reported in a Forbes magazine survey that they earned more than $2 million in 1994.

In contrast to the status of in-house attorneys less than a decade ago, these legal eagles wield considerable power. While not every general counsel has a seven-figure income, the position today offers prestige and pay comparable to that of partners at major law firms.


In the 1980s, working as in-house was generally considered a poor career choice. Most of the interesting legal work was done at private taw firms, and any attorney working in-house had a seemingly limited future with even more limited earning power.

Then came the 1990s, when companies started looking very closely at the bottom line. Many realized they could conserve resources and heighten loyalty by having their primary attorneys on the payroll.

Meanwhile, private taw firms were feeling a financial pinch. Lawyers, and partners in particular, found themselves spending much of their time drumming up clients—a frustrating task for many attorneys.

“Private law firms have become more like other businesses, with increasing emphasis on marketing and client development,” says William Barr, JD ’7 7, general counsel at GTE and the Attorney General under George H.W. Bush. “More lawyers are happy to make the move to in-house counsel. It’s often just as lucrative, and gives them an inside view.”


Among those who have taken the leap is Ted Levine (JD’69), who for the first 13 years of his career worked as a lawyer for the Securities and Exchange Commission, There, he helped create regulations and prosecuted brokers and dealers who violated them. In 1979 he was promoted to one of the top positions at the SEC, associate director for the Division of Enforcement. Then in 1984, Levine decided to join Wilmer, Cutler and Pickering, a busy D.C. law firm. As a partner there, he represented various corporate and individual clients—including the infamous arbitrager Ivan Boesky.

He also worked with several executives at the PaineWebber Group, the billion-dollar, New York-based stock brokerage company. In 1993, they invited the securities-savvy lawyer to join their team as general counsel.

“I figured, why not see another side of the practice of law? The idea of conflict is bogus. The professional and ethical guidelines are clear. Whether you are working for the government or are in private practice, you are in the role of adviser. Once you get into that mind-set, you can work anywhere. Besides, I last worked at the SEC 12 years ago.”

The job of general counsel requires superb managerial skills, as well as legal expertise, says Levine, who oversees about 300 employees in the legal and compliance department—and only 80 are lawyers.

On a typical day, he might talk with a member of the press about an investigation involving PaineWebber, review some internal procedures, and then deal with a problem in one of his divisions. After lunch, there could be a lengthy meeting to attend and a settlement to sign for the president of the firm. He arrives around 7 a.m. and leaves about 13 hours later.

“You get a lot more demands on your time when you work in-house,” Levine notes. Although the days are full, he says, “I like working in a corporation. You have stress wherever you work. When you work in private practice you have to hustle up business. Inside, you work directly with your clients. You get tied to the firm. Things get more personal.”

William Ban also made the move from private practice to general counsel. After serving as a government attorney, he became a partner at the DC law firm Shaw, Pittman, Potts & Trowbridge. One day a headhunter called, wanting to know if Barr would be interested in working for the billion-dollar telecommunications firm GTE.

“I thought, why not?” he shares. “I knew it would free me up from having to spend all day hustling up business.”

He now runs GTE’s legal department in Stamford, Conn., managing 128 attorneys. Barr also serves on the company’s executive leadership committee, a small group of senior staff members who help GTE’s chairman develop the company’s corporate strategy.

“In-house lawyers are able to be players in the decision-making process,” says Ed Durso, JD’78, executive vice president / administration for the sports cable network ESPN. “When you work as outside counsel, the decisions are often made before you’re called in. I wanted the opportunity to focus on long-term goals. As general counsel, my job is to help keep the company moving forward. I have more control than if I were outside counsel.”

Durso was also recruited by corporate America for his expertise. A sports aficionado since his youth, he was the starting shortstop at Harvard College for three years, played in the College World Series twice (1973 and 1974), and earned All-Ivy League recognition.

His first job after taw school was with Cole, Raywid & Braverman, a cable television and litigation firm in Washington. He then went to work for the office of the commissioner of Major League Baseball. In 1989, during negotiations between MLB and ESPN, he worked closely with the cable network’s executives. A few weeks later they called and asked if he would come on board.

Since joining ESPN, Durso has been involved in significant programming acquisitions, including Major League Baseball and the National Hockey League. In February 1996, he was promoted from general counsel and executive vice president to his current position.

In addition to his former duties, Durso also oversees communications, finance, management information systems and human resources.

Women in the ranks

Fewer women than men serve as general counsels, but this is about to change, says Barbara McAninch, JD’75, now senior vice president and general counsel at Pearle Vision, headquartered in Dallas.

“My class was one of the first large groups of women to go to law school,” she notes. “It will be within the next five to seven years that more and more women will be the heads of corporate law departments.”

McAninch started her career working for the Department of Justice, then went to a private law firm in Memphis, Tenn. In 1984, she decided to alter her career path and signed on with the Holiday Inns hotel chain. She joined Pearle Vision in 1992 as managing attorney, rising to general counsel two years later.

For women, she says, “it has always been a matter of time. But talent also matters. I see the entire law profession discovering that in-house counsels are very intelligent, qualified and capable lawyers who chose to work in-house. Women are ideal for this job.”

Plus, McAninch says she feels companies are generally better places for female attorneys than private firms. “I have talked with female lawyers at firms who have experienced discrimination for choosing to have families,” she says. “In fact, many of the male lawyers in private firms treat pregnant lawyers with disdain.

“Corporations are not like that. They have policies and procedures regarding maternity leave. It is part of the ebb and flow. In many law firms, there are no maternity and family leave policies.”

Joan Leonard, JD’85, is another woman who has made her way to the leading legal position in an organization.

She was finishing her second year in the tax policy office of the U.S. Treasury Department when the general counsel of Howard Hughes Medical Institute in Chevy Chase, Md., contacted her about joining the research organization as an associate general counsel. She was happy to make the move.

“You don’t bill time as an in-house attorney,” she says. “That is a good thing.”

There was another side to the adjustment from private practice, however. “I found that as an in-house lawyer, I was providing legal analysis and advice and also helping to implement that advice,” she says. “As a result, projects tended not to have clear beginnings and endings.”

Two years later, Leonard was getting used to her new role when tragedy struck. Her boss was murdered at his Annapolis home.

Leonard moved up to general counsel, supervising a staff of 11. “This was a completely different challenge,” she remembers. “As general counsel, I feel an even deeper commitment to our very important work. And I also have the feeling that I am making a contribution, which is really rewarding.”