In the wake of at least 13 deaths, millions of recalls, a long and damning internal report, multiple governmental investigations, and hours of congressional hearings, it is clear that Michael Millikin, General Counsel of General Motors, did not know that lawyers in his department had authorized repeated settlements of lawsuits dating back to 2007 involving deaths related to an ignition switch defect in various GM cars. He did not know that lawyers in his department, when presented with evidence that the defect was causing air bags to fail to deploy, did not alert regulators. He did not know that, in 2010, GM’s outside counsel had warned lawyers in his department about the possible risk of punitive damages related to the company’s failure to address the ignition switch defect. The culture of the legal department was such that such facts simply were not reported up, reported out, or addressed at all.

In the firestorm surrounding the discovery of multiple deaths caused by an ignition switch defect and General Motors’ recall of millions of cars, it became clear that GM’s general counsel, Michael Millikin, and his legal department had played a central role in the company’s failure to discover and address the defect. One senator accused the legal department of enabling “coverup, concealment, deceit, and even fraud.” Another stated that Mr. Millikin was guilty of “either gross negligence or gross incompetence.” As the general counsel’s role becomes increasingly important and part of the executive leadership of a company, it remains the case that the general counsel must be the legal and ethical gatekeeper for the company. The GM case highlights many difficulties of this dual role and the importance of the culture of the legal department to successful navigation of that role. This panel discussion will delve into the themes of the gatekeeper role, the increasing prominence of the general counsel, the social and psychological pressures that come to bear on lawyers in-house, and seek to offer some possible approaches to prevent failures like the one at GM.

The Stanford Center on the Legal Profession and the Rock Center for Corporate Governance welcomed Doug Melamed, former General Counsel at Intel and Herman Phleger Visiting Professor at Stanford Law School, Sung Hui Kim, Professor at UCLA Law and former General Counsel of RedBull, and Benoit Monin, Professor of Organizational Behavior at both the Stanford Graduate School of Business and the Psychology Department. The discussion will be moderated by Professor Robert W. Gordon of Stanford Law School.

Speakers:

Doug Melamed

Doug Melamed is the Herman Phleger Visiting Professor at Stanford Law School. From 2009 until June 2014, he was Senior Vice President and General Counsel of Intel Corporation. In that role, he was responsible for overseeing Intel’s legal, government affairs and corporate affairs departments. He is continuing to work part-time at Intel as Vice President and Senior Corporate Counselor.

Prior to joining Intel in 2009, Melamed was a partner in the Washington, D.C., office of WilmerHale, a global law firm in which he served as a chair of the Antitrust and Competition Practice Group. He joined WilmerHale in 1971. He served in the U.S. Department of Justice from 1996 to 2001 as acting assistant attorney general in charge of the Antitrust Division and, before that, as principal deputy assistant attorney general. He has been the Distinguished Visitor from Practice and an adjunct professor at the Georgetown University Law Center, and he has authored numerous articles on antitrust and on law and economics. He is a member of the boards of directors of the Nasdaq exchanges, the American Law Institute and the Yale University Council and was for many years a contributing editor of the Antitrust Law Journal and a member of the board of trustees of Sidwell Friends School in Washington, D.C. He received a B.A. at Yale University and a J.D. at Harvard University.

Sung Hui Kim

Sung Hui Kim is Professor of Law, UCLA School of Law and the Director of the General Counsel Initiative, Lowell Milken Institute for Business Law and Policy, UCLA School of Law. She has taught Business Associations, Contracts, Professional Responsibility, Securities Regulation, and seminars on the psychology of modern legal practice and legal ethics. Her current research interests lie at the intersections of professional responsibility, securities regulation, and corporate governance. She has written about the role of in-house counsel in corporate compliance, federal insider trading law, sovereign debt, and supermajority provisions in the United States Constitution. Her scholarship has appeared in the Capital Markets Law Journal, Cornell Law Review, Florida Law Review, Fordham Law Review, Georgetown Journal of Legal Ethics, North Carolina Law Review, UCLA Law Review, Proceedings of the American Philosophical Society, Securities Law Review, SMU Law Review, and University of Chicago Press. She holds a J.D. from Harvard Law School and a B.A. and M.A. in History from Emory University. Following law school, she was a fellow of the Robert Bosch Foundation in Germany. After six years in private practice as a transactional lawyer, she joined Red Bull North America, Inc. as its first general counsel. From 2013-14, she was an Emile Noël Fellow of the Jean Monnet Center for International and Regional Economic Law & Justice, NYU School of Law.

Benoît Monin

Benoît Monin received his undergraduate degree from ESSEC Business School near Paris, his MSc in Social Psychology from the the London School of Economics and Political Sciences, and his PhD in Psychology from Princeton University. He has taught at Stanford since 2001, and has held visiting positions at the University of Michigan as well as at the University of Paris. Monin’s work has appeared in the Journal of Personality and Social Psychology, the Journal of Experimental Social Psychology, Psychological Science, and the Personality and Social Psychology Bulletin.

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