ETHICS IN THE ELECTRONIC AGE

Ruth E. KimGeneral Counsel, SVP & Sr. Partner

FLEISHMAN-HILLARD INC.

Missouri Supreme CourtRules 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 CourtRules 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:

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 SERVICESTO 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:

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, hand-held 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” assetsand 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.

Be Fearless!

!