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Navigating Corporate Seas "When principle is involved, be deaf to expediency." The concrete mixer capital of the world" is one way corporate counsel William (Bill) Ise describes his adopted town of Dodge Center, Minnesota. Located midway between Rochester and Owatonna, the town is home to 3,319 souls. Dodge Center is also home to McNeilus Companies, Inc., manufacturers of state-of-the-art concrete mixers, concrete batch plants, and refuse packer bodies. Ise is responsible for all of McNeilus' corporate legal matters including antitrust, compliance, tax, employment law, contracts, and management of all outside counsel and litigation. Admitted to the bar in Minnesota, Rhode Island, and California, he travels extensively on the company's behalf. Ise's journey to Dodge Center is another story. A native of Providence, Rhode Island, he left in 1958 after an initial year at Brown University to enter the U.S. Naval Academy. Graduating in 1962 with a degree in Marine Engineering and an officer's commission, he undertook advanced study in nuclear engineering before being posted as chief engineer aboard the USS Long Beach, a nuclear powered guided missile cruiser. After circling the globe and seeing combat off North Vietnam, Ise returned to Rhode Island in 1968 as a naval staff officer and began pursuit of his law degree. He picked up his J.D. from Boston College Law School in 1971 and applied his legal training with the Navy over the next 15 years. Ise variously served as prosecutor, defense counsel, and military judge, as a "Proctor in Admiralty" with the Maritime Law Association, and as Force Judge Advocate with responsibility for administration of military justice among Navy forces throughout Japan. So how did he make the transition from ships to concrete mixers? After 33 years of Navy service, Commander Ise retired to California in 1985, where he became a senior trial attorney with a firm in Costa Mesa. McNeilus Companies was a client, and after Ise successfully handled several cases for them, they offered him the post of vice president and general counsel. The rest is, as they say, history. Emerging shifts in regulations covering lawyers' obligation to report violations of securities laws and conditions under which lawyers may represent clients outside the states in which they are licensed have piqued the interest of many corporate counsel. In January, 2003, the Securities and Exchange Commission approved final lawyer ethics rules to implement terms of Section 307 of the Sarbanes-Oxley Act of 2002. The new rules require attorneys appearing and practicing before the S.E.C. to report evidence of securities law violations and other misconduct "up the ladder" in their companies, including to the Board if management does not respond appropriately to the evidence. Proposed rules that would require attorneys to withdraw from representing a client that did not respond appropriately to the attorney's report of material violations are still being considered. How these can be resolved with attorneys' duties of loyalty and confidentiality to clients remains to be seen. Meanwhile, revised ABA Model Rule 5.5, which was approved by the ABA House of Delegates last August, sets forth conditions under which lawyers may represent clients outside the states in which they are licensed, a development that bodes well to make life easier for counsel who frequently travel to other jurisdictions but may yet run afoul of some states' unauthorized practice statutes. The heaves and swells of the emerging regulatory and practice environment might sink corporate counsel less well-prepared than Bill Ise. But with sea legs well-earned, he seems likely to ride out the storm. William "Bill" H. Ise
JON DUCKSTAD is president of the Minnesota State Bar Association. This month he visits Bill Ise, in Dodge Center, Minnesota. |
