ETHICS IN THE ELECTRONIC AGE
Ruth E. Kim
General Counsel, SVP & Sr. Partner
FLEISHMAN-HILLARD INC.
Missouri Supreme Court
Rules of Professional Conduct
Rule 4-1.1: Competence
A lawyer shall provide competent
representation to a client. Competent
representation requires the legal knowledge,
skill, thoroughness and preparation
reasonably necessary for the representation.
Notes: “legal knowledge and skill . . . thoroughness and
preparation . . . and maintain competence . . .”
Missouri Supreme Court
Rules of Professional Conduct
Rule 4-1.3: Diligence
A lawyer shall act with reasonable diligence
and promptness in representing a client.
Notes: “commitment and dedication to the interest of
the client and with zeal and advocacy upon the client’s
behalf. . . ”
Some facts of our lives:
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Juggling a LOT of priorities;
Shorter deadlines;
Serving MANY internal clients;
The economy and budgets require careful
allocation;
 Difficult to make time to self-educate, to stay
current;
 New technology evolves so quickly, it can be
daunting.
Corporate Counsel Role
 Our practice arena is continually evolving.
 New technologies; changing workplaces (e.g.
tele-commuting, paperless, etc.); evolving laws,
and new trends affect our corporate clients’
opportunities AND risks.
 We are more than ever called upon to “do more”
with “less” or “not more” resources.
Some In-house Counsel Functions:
 Assess and manage risk exposure
 New and changing frontlines and horizons for risk
 Oversee and drive compliance
 Laws, regulations, corporate policies, industry
practices, ethical guidelines, etc.
 Provide on-call advice and guidance to
management and employees
 Safeguard assets and property of the company
 Foster employee training and education
 Review/update polices and “rules of the road”
 Provide strategic and planning advice
 Manage outside counsel and in-house staff
AND, ALONG THE WAY. . .
WE MUST
PROVIDE VALUABLE,
SUBSTANTIVE, AND EXCELLENT
LEGAL SERVICES
TO OUR CLIENT!
A few Tips to bring Peace of
Mind amid the Daily Chaos
YOU
Educate Ourselves-It’s our DUTY
 We need to be fearless and we can not shy
away from things that are foreign to us if they
impact our client’s business or interests.
 Rule 4-1.3 Commentary advises us not to
procrastinate, because in doing so we do not uphold
our obligation to be diligent.
Does the “unknown” scare you?
Do you consider all things “tech” unknown?
Why “Tech” – Why Now?
A few interesting facts:
 facebook has approx. 250 MILLION users and growing . . .
 Twitter is projected to have 26 MILLION users by end of
2010 -- currently has 14 MILLION in the US.
 Some polls show that 45% of employers are using social
media to screen potential employees (e.g. linkedin,
Monster, facebook, youtube, twitter, etc.)
 According to CareerBuilder.com, approx. 63% of
employers who use social media have found objectionable
content that has caused them NOT to hire a candidate.
The Many Positives:
 Tech and social media can be used effectively:
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To communicate w/ employees
To communicate w/ the public & stakeholders
To recruit
To survey
To gain intelligence
To compete vigorously
 Sell
 Market & promote your brand
 Create buzz
Learning in the “e-world”
 Attend seminars like this one or on-line !
 Go on-line and take a dip into some of the social
media and search sites – (linkedin; facebook;
youtube; wikipedia; twitter; google; yahoo; etc.)
 Confer with experts, technical and legal.
 Sit in on meetings in your IT/tech,
communications, marketing or other
departments to become conversant.
Access Subject Matter Experts
 We cannot do it all. We do not serve our
clients well by trying to do it all.
 Some areas are too technical and require
years of training and experience.
 Use internal and external experts to expand
your ability to deliver services.
Protect “physical” assets:
 Physical premises, hardware (e.g. servers,
locations, storage, computers, networks, handheld devices, etc.) are a vital part of the
skeleton that supports the company.
 Know what agreements, facilities, etc. you
need to have in place.
 Think about security of company assets,
information, etc. and whether there are risks or
weaknesses in the “skeleton.”
Protect “IP” assets
and rights:
 Have the necessary contracts and licenses in
place (vendors, developers, customers, etc.)
 Do they secure all the rights, ownership or usage
that you need?
 Take steps to protect your rights – e.g.
trademarks, patents, copyrights, etc.?
A Good Compliance Program can
help you sleep at night!
 Written Policies and Procedures
 Training
 Management involvement
 Infrastructure (hotline, committee, reporting
mechanisms)
 Monitoring and Enforcement
 Updating and Ongoing Enhancement
A few Particular Policies
 Confidentiality
 Takes on New Meaning in the “e-World”
 Internet and Social Media Policies
 Industry practices may differ from traditional legal views
 E.g. Transparency
 Permitted uses
 Asset Protection incl. Asset Disposal
 Recruiting and Hiring
 Use of social media sites
We can be proactive:
 Consider Web searches of your company or
establish search “alerts”
 Disgruntled employee websites
 News sites
 Blogger and advocacy sites
 You may NOT always choose to respond – but it is
good to know what is out there so you can be
prepared
 Support creative and value-focused uses of
technology.
Summary – In support of our
ethical obligations:
 EDUCATE OURSELVES
 ACCESS SUBJECT MATTER EXPERTS
 PROTECT PHYSICAL ASSETS
 PROTECT “IP” ASSETS
 HAVE WRITTEN POLICIES
 Effective training and compliance
 BE PROACTIVE
 in defense and offense
It’s a new world, with a
lightning fast pace.