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O’Melveny’s McCoy Quoted in In-House Perspective on the Evolving Role of the General Counsel

May 07, 2012

O’Melveny & Myers LLP partner Tom McCoy is quoted in the May 7, 2012, In-House Perspective article, “Compliant Counsel.” The article observes that “the role of the general counsel has grown to encompass a dizzying array of compliance and ethics duties that impact the very heart of an organization,” and discusses the question of how far general counsels’ ethical responsibilities should extend.

McCoy, former executive vice president of legal, corporate and public affairs at Advanced Micro Devices, sees general counsel as uniquely positioned to uphold a company’s ethical obligations. “I call it the steeple of excellence,” he says. “This is someone in a position of power who stands for something in terms of what is right and what is wrong. I think the board is looking to the GC to be a force of ethical leadership and principles and culture in the company, because without the GC participating forcefully in the tone at the top, a board is probably not fulfilling its responsibilities in terms of oversight.”

McCoy also notes that he sees a lawyer’s role as legal counsel and ethics guardian as going hand-in-hand. “When I was general counsel, I used to be very clear with the people that worked for me that we were not anyone’s business partner,” he says. “Our loyalty was to what was ethical, what was legal and what was right, and nothing else.”

Recent SEC cases have highlighted the GC’s role in compliance, McCoy observes. “We see the SEC looking for opportunities to impress as policy on the world of general counsels that they are expected to be vigilant, and are expected to find problems and fix them,” he says. “We saw that with the stock option scandals, which occurred roughly eight years ago, and we see it today in the Commission continuing to look for cases to make it clear to the GC community that there is a compliance role to be played.”

Some circumstances, McCoy adds, may warrant going straight to the audit committee. “There might be circumstances when the activity is clearly undeniable and there would be explicit obligations to bring it to an outsider’s attention,” he says. “And that is not inconsistent in situations with an attorney’s ethical obligations as an attorney.

McCoy is a member of O'Melveny's Integrated Legal Strategies Practice and resides in the Firm's Washington, DC office.