Template contract amendment letter for in-house solicitors

A note for in-house solicitors and their employers

In-house solicitors play a key role in their organisations, bringing much to their work, including beyond their core legal experience. But their primary role is to practise law.

They are bound by specific regulatory and professional obligations, which include a duty to act with independence, and to give precedence to their professional obligations over the interests of their client employer.

Recent corporate scandals have put in-house regulation and practice in the spotlight, highlighting the tension between in-house solicitors' obligations of independence and their status as an employee.

Our in-house ethics framework seeks to clarify the role of in-house solicitors and strengthen their position as a critical friend to organisations.

The Solicitors Regulation Authority's guidance on working in-house covers specific issues such as identifying the client, internal investigations and legal privilege.

Environmental, social and governance (ESG) issues are high on the corporate agenda, holding organisations to adopt ever higher standards of governance and societal responsibility.

To respond to these circumstances and get ahead of the risks, a practical step in-house solicitors and business leaders can take is to acknowledge in writing the regulatory obligations of in-house solicitors through an amendment to their employment contract.

This is particularly pertinent for the general counsel (GC), chief legal officer or equivalent most senior solicitor, but is relevant to all in-house solicitors.

We provide a template amendment letter, sample talking points and board briefing paper to make this step easy for in-house solicitors and business leaders to take.

Steps

1. Request an amendment to the in-house solicitor’s employment contract to reflect their regulatory duties.
   
   For those starting a new role, the request and discussion should ideally be at the time of signing the employment contract. Those currently in a role should take steps for changes to be made to their current employment contract
   
   
2. Use the talking points below in support of this request
   
   
3. Prepare and sign the contract amendment letter
   
   
4. Send a short briefing paper – see sample below – to the board or, if your organisation does not have a board, whoever is responsible for governance in the organisation. Consider also circulating a summary to the wider organisation or covering verbally at a company meeting

Talking points

• In-house solicitors have a key role to play in helping organisations to responsibly manage legal, regulatory and ethical risk
• Corporate scandals frequently involve the following features, which may increase legal, regulatory and ethical risks:
  • the downgrading or ignoring of inconvenient legal advice
  • pressure put on in-house solicitors to prioritise short-term organisational objectives over professional obligations, and
  • the exclusion of in-house solicitors from corporate governance
• Corporate responsibility and ESG are high on the public agenda. This is reflected in the investment businesses and law firms are making in ESG practices and content on their websites
• It is possible to help organisations to mitigate these risks with a short letter amending the in-house solicitor employment contract
• This would outline what is already the case at law, including the in-house solicitor’s regulatory responsibilities to act:
  • with independence
  • with integrity, and
  • in a way that upholds public trust and confidence in the solicitors’ profession and legal services provided by authorised persons
• To further strengthen the position of the in-house solicitor, it is also best practice to implement the role of the in-house solicitor: protocol for employing organisations. This involves where the organisation structure permits:
  • a reporting line, or an open channel to report concerns, for the GC or most senior solicitor to the senior independent director (or equivalent, for example, the chair of trustees in a charity). This can be in addition to the operational reporting line already in place
  • a demonstration of the independence of the GC or most senior solicitor by ensuring that their and their successor’s appointment and removal decision is confirmed by the board (or equivalent governing body of the employer organisation). This is a similar approach used for company secretaries and data protection officers