The Legal Affairs column in the August 6, 2007 issue of BusinessWeek contains a chilling message for in-house counsel. It discusses the fact that a former in-house attorney at Hollinger International, Inc. was convicted by the same jury that convicted the Chairman of Hollinger, Conrad Black, of fraud.

According to the article, the action that earned the conviction of the former in-house attorney was “to follow orders to prepare documents including non-compete agreements connected with the sale of Hollinger publications that channeled millions directly into the pockets of Black and others.” The jury convicted the attorney even though the attorney was not accused of helping conceive of the scheme and did not benefit financially from the scheme.

This case sends a chilling message to all in-house attorneys because it requires the attorney to recognize when transactions are being used for corrupt purposes. In other words, in-house counsel must ask the tough questions and if not satisfied with the answers, be prepared to take further action in accordance with company policies and Sarbanes-Oxley.

Here are some practical tips for in-house counsel:
1.Always remember that the company is the client, not the executives that tell you what to do.
2.Be diligent – ask questions.
3.Trust your gut feeling about a situation.
4.Be ready to take the issue up the ladder and resign your position if you think you are being stonewalled or given misleading information.