Globally, more and more organisations are recognising the value of adding an in-house solicitor to their team. Public and private bodies all recognise the benefit they derive from the diverse range of skills that an in-house solicitor can bring to the organisation. At the time of writing, in-house solicitors in the private and public sectors comprise approximately 25% of the Law Society’s membership and 23% of practising certificate holders.

In-house solicitors will have one client: the State, a company, or an organisation that employs them. The role of an in-house solicitor is to provide and implement legal advice and best practice and to play a central part in an organisation’s corporate governance infrastructure. Due to the diverse nature of the in-house solicitor’s role, at certain times the technical legal content of the day-to-day job may be less of a focus for the in-house solicitor than for solicitors working in private practice.

However, in all cases, the independence of the in-house solicitor is of critical importance in dealing with the inevitable pressures and potential conflicts of interest that arise as part of the day-to-day professional life within his/her organisation. This is addressed in more detail in Chapter 4.

Flexibility and adaptability are important attributes. You may be expected to have a good general knowledge of the law, rather than be an expert in one specific area. This makes for a challenging and diverse workload, but it is also a great opportunity for professional development.

In order to be effective, the in-house solicitor will need to be able to wear multiple ‘hats’, depending on the circumstances – as set out in the following diagram.

The sections below provide examples of some of the diverse roles that in-house solicitors can play within the organisations they work for. Throughout this guide, we also provide some guidance on ways to identify and deal with the opportunities and challenges that these roles bring.

Many organisations in the private and public sectors have dedicated legal functions to handle all legal business and to take charge of managing legal risk in-house.

Depending on the size of the organisation, there could be several in-house solicitors or other legally qualified personnel employed for this purpose under the supervision of a ‘head of legal’. The job titles of these in-house solicitors may vary and include, for instance, ‘in-house solicitor’, ‘legal counsel’, ‘company solicitor’, ‘law agent’, ‘legal adviser’, ‘general counsel’ etc. A legal services function of this nature may be run along similar lines to a firm of solicitors in private practice, with individual areas of responsibility being allocated to individual team members, depending on their background and experience. Additionally, the reporting lines of the in-house solicitor may vary depending on the nature and structure of the organisation, with some solicitors reporting directly to a managing director, chief financial officer, or chief executive officer within Ireland or, in the case of multinational organisations, to a centralised group function based outside Ireland (and with various alternative structures in between).

In larger public-sector organisations, the responsibilities of a legal services function may often follow a traditional model of litigation, conveyancing, and commercial divisions, although some organisations (such as those in the utilities sector) may have sector-specific legal service requirements that need to be provided outside of this traditional model.

Not all organisations require an entire in-house legal function. Smaller organisations may have a sole in-house solicitor, who may have to engage external legal counsel for some of the organisation’s legal services due to a limit on resources, capacity, or expertise. This will be discussed in greater detail in Chapter 3. The in-house solicitor here (and in larger entities) can realistically be expected and required to provide services in a wider variety of different disciplines and functions but, regardless of the nature or structure of the organisation, it is generally the case that the in-house solicitor will be the first port of call for all legal matters affecting the organisation.

Additionally, for some organisations, the legal function’s work may also be of a multi-jurisdictional nature involving, for example, compliance and regulatory work, setting up and management of companies or branches or representative offices, registration of intellectual property rights, or conclusion of commercial agreements with local entities in certain international locations. Hence, there may be an ongoing need to liaise with affiliate companies located in individual jurisdictions and, where necessary, to instruct local external legal counsel.

As the in-house solicitor cannot provide any services to a third party that is not the in-house solicitor’s employer, it is important for in-house solicitors to be cognisant of the relationship they have with third parties so that there is no doubt over who the in-house solicitor is advising and taking instructions from. For further information, please also consult the Law Society’s Regulatory Guide for In-house Solicitors Employed in the Corporate and Public Sectors.

Organisations will often employ a solicitor to provide legal compliance advice and/or to manage the legal compliance function (sometimes as legal compliance officer). The organisation may do this to ensure it is acting within the framework of applicable legislation, as well as its policies, charter, or constitution. Therefore, a system may be put in place to advise and monitor whether proposed projects and actions by the organisation are permitted within this formal compliance framework. The in-house solicitor, as compliance officer, may manage these projects to ensure continued compliance.

The involvement of the in-house solicitor in the legal compliance function continues to expand, with many in-house solicitors having responsibility for risk management, anti-bribery/corruption, anti-money-laundering, sanctions compliance, data protection compliance and, in the public sector, freedom of information compliance and the Code of Practice for the Governance of State Bodies. Compliance with data protection requirements, for example, has developed in recent years and will continue to develop, with the role of data protection officer now developing as separate from that of legal compliance officer. These areas have their own further responsibilities and statutory obligations, and the in-house solicitor must take steps to be aware of those separate requirements, which continue to expand.

An invitation to join the board of the employer or of a client company, or as a trustee of the employer’s pension plan, may arise during a solicitor’s career, and this step should be considered carefully, having regard to the professional and statutory duties owed as a solicitor to that company and the obligations arising under company law (in particular, the broader expansion and codification of duties under the Companies Act 2014) and pensions law. Gazette articles on these topics that offer some further insight include ‘Should you serve on a board if asked?’ (March 2017, p13) and ‘An invitation to serve’ (Aug/Sept 2017, p28). This is addressed further in Chapter 2.

As part of their job description, in-house solicitors may also be expected to perform the duties of a company secretary for their employing company and/or other group companies. This is further addressed in Chapter 2.

Outside of certain specific compliance or regulatory roles (for example, acting as a data protection officer or pension trustee), it is now becoming increasingly common for regulators in the public sector– such as the Central Bank, the Department of Enterprise, Trade and Employment, the Medical Council, the Data Protection Commission, the Competition and Consumer Protection Commission, or the Commission for Communications Regulation, among others – to employ one or more in-house solicitors for advice on regulatory matters or policy. Equally, organisations in regulated industries such as financial services, technology, or pharmaceuticals may have roles for in-house solicitors as part of their regulatory teams and to engage with the various State regulators.

Regulatory work typically calls for interpretation of legislation as well as case law, and so there is a general recognition that the technical skills of in-house solicitors are of real value to organisations in the regulatory context. This clearly offers an in-house solicitor working in this area the opportunity to specialise and gain experience and to contribute towards identifying and developing policies and processes, which will make him/her attractive to current and future employers.

Often, in-house solicitors in organisations will also have a role in, or may be concerned primarily with, non-legal functions in that organisation, such as governance, management, marketing or administration, public affairs, and operational matters.

In many instances, these roles or responsibilities can play a key part in helping the in-house solicitor to develop managerial, administration, and leadership skills and the knowledge and experience necessary to progress in an organisation and to establish themselves as a trusted advisor.

An in-house solicitor may be initially recruited as the legal professional and, over time, they may move upwards or sideways within the organisation, accepting a new position in a non-legal role.

Where a solicitor is employed purely in a non-legal role, it is suggested that the solicitor ensure that the employer understands that, when legal issues arise, such issues should be referred to an outside legal advisor or some other person who has been employed in-house in a legal capacity. It may be of assistance, in the context of clear demarcation of roles, to inform the employer that legal professional privilege would not apply to any advice given by a non-practising solicitor who is employed in a non-legal role.

The role of the in-house solicitor can be extremely varied, and this guide is intended to help in-house solicitors to navigate these roles. Notwithstanding this, the role of an in-house solicitor is constantly evolving and expanding, and some examples may not be captured in this guide. In all instances, in-house solicitors practising in Ireland should be mindful of their professional and regulatory obligations as set out in the Law Society’s professional codes and the Solicitors Practising Certificate Regulations 2020 (SI 655 of 2020), as amended by the Solicitors Practising Certificate (Application Fee) Regulations 2022 (SI 692 of 2022).

If you are considering applying for an in-house solicitor position, it is advisable to obtain as much information as possible about the employer, the role, the job requirements, and the terms and conditions of employment. This will allow you to assess the employer and its understanding and support for the in-house legal function. This in turn will help you decide the extent to which the position and the in-house legal function is ‘set up for success’.

The following checklists may be helpful in assessing the position and, although generally phrased in the context of the private sector, they are equally applicable to roles in State bodies and the public sector:

• What is the exact identity of the employer? Is it one company, several companies, or a group of associated companies? If it is in the public sector, which government function, agency, or authority is it and, if a State body, under which government function’s aegis does it fall, or is it an independent State body?
• Is the employer part of a multinational group, foreign or domestic? If it is the former, what are its reasons for establishing its operation in Ireland (for instance, EU market access, grants, tax breaks, standard of education and/or the potential pool of available employees, language) and what are its short/medium/long-term plans for or commitment to its Irish operation?
• What is the company’s trading record in Ireland and worldwide? Is a copy of the last annual report or other relevant information about its activities and financial performance available?
• What is the management structure in the Irish operation and worldwide? If the employer is part of a multinational organisation, are its budget, policies and business plan dictated by head office or are they devised by local management? In this context, it will be important for you to understand the degree of autonomy and independence that you will have in carrying out your role as a legal advisor to the local business and the degree to which you will be expected to refer to other legal staff (for example, based at headquarters) before advising your local client organisation.
• Is the employer’s operation ‘greenfield’ or well-established? If greenfield, will you be expected to become involved in establishing the office (for example, buying office supplies and furniture, hiring staff, and marketing)?
• Is the employer company an entity that is subject to regulation (for instance, by the Central Bank of Ireland)? In-house solicitors working for regulated businesses need to be cognisant that they may also be subject to the regulatory regimes that apply to their client by virtue of the work they are doing. An example of this is that the role of head of legal/general counsel may be designated as a controlled function (CF1) under the Central Bank’s Fitness and Probity Regime.

• Does the employer already have a legal function? If so, how is it organised – for example, is it a separate legal function? Is there a central ‘general counsel’ role with embedded legal advisors in the various functions, companies, or divisions of the organisation?
• If there is no existing legal function, why has the employer decided to set up a legal function at this time? Will you be required to establish the role and/or function, and what level of autonomy and support will you be given (in terms of resourcing, budget, access to senior leadership etc)? Who will you be reporting to? If in the public sector, will you sit on the management board?
• Does the employer have legal functions in other countries? What is the relationship between these and the Irish function?
• Will the legal function take on trainee solicitors?
• What role does external counsel currently play in the provision of legal services? (The relationship of the in-house solicitor with external legal advisors is considered further in Chapter 3.)
• If in the public sector, does your organisation have access to advisors in the Office of the Attorney General or the Chief State Solicitor’s Office, or do you have access to Office of Government Procurement Framework Agreements for external legal advisors, or does your organisation already have framework agreements in place with external legal advisors?
• If the employer is a multinational organisation with legal teams in a number of countries, is there an understanding of how the role of an in-house solicitor in Ireland may differ from the role of an in-house solicitor in other jurisdictions? See sections below on ‘Getting started – defining your role’ and on privilege.

• Does the employer have a detailed job description for the role? Does this indicate awareness on the employer’s part of the level of experience required?
• Will you be acting purely as a legal advisor or will you also be expected to play a greater role in management and commercial/policy decision-making? Will you be expected to publicly represent or lobby on behalf of your organisation?
• Where the organisation operates within a defined hierarchical structure, will you have management or equivalent status?
• Do you have the necessary qualifications and experience for the job?
• What areas of the law will you be expected to advise on?
• If in the public sector, will you be required to do any legislative drafting?
• With what parts of the organisation will you be working and how frequently – board of directors, finance function, management, sales (in the private sector), etc? What will your relationship with them be in terms of, for example, accountability, reporting lines, level of independence?
• To whom will you be reporting on a daily basis? If not reporting directly to senior management, will there be lines of communication to the board, or the chairperson, or managing director, or chief executive officer of the organisation?
• What level of interaction will you have with other solicitors (either within your local or regional/global organisation or externally)? Will you be allowed to brief or seek advice from outside legal advisors (and what will your budget be) and will you be able to choose the law firms or counsel? See Chapter 3 for further information on this topic.
• Will the job entail travel for business or to conferences?
• Will you be responsible for managing legal and non-legal staff? If so, who will be reporting to you as a line manager or, if in a matrixed management structure, who will have a ‘dotted line’ to you?
• If there is a compliance function in the organisation, is there a clear understanding of the respective roles of the legal and compliance function?
• Is it anticipated that you would be taking on additional regulatory obligations (for instance, data protection officer, money-laundering reporting officer, company secretary, pension trustee, director)?
• Will you receive any training when you start and during your employment? Will developmental programmes typically available to managerial staff (such as leadership training, etc) be available to you if you so choose? Will specialised legal training be available?

• What will your remuneration package be – level of salary, bonuses, other benefits? The question of pay in the public sector should also be considered in respect of the relevant financial emergency measures legislation and national agreements.
• How often will you get pay reviews, and will these reviews be linked to your personal or your organisation’s performance, or to a specific category or level of employee within the organisation?
• Will the employer fund health insurance, disability insurance, pensions and any other relevant expenses? Can you obtain a copy of the explanatory booklets for the relevant schemes?
• Will you be entitled to participate in profit sharing/bonus schemes or share plans? If so, how will the entitlements be calculated?
• Will you get a company car with mileage and travelling allowance or expenses, and are there parking facilities?
• What are the probationary and notice periods for your employment?
• Will you maintain your practising certificate in your new role? (A solicitor providing legal services has a statutory responsibility to ensure they have a practising certificate in place, unless they are working as a solicitor in the full-time service of the State or are solely providing conveyancing services for a non-solicitor employer). Information on practising certificates and when a practising certificate is needed is available in the Regulatory Guide for In-house Solicitors Employed in the Corporate and Public Sectors. Solicitors employed in the full-time service of the State are exempt from the requirement to hold a practising certificate.
• Any solicitor moving into a new position is reminded of the requirement to notify the Society of their change of place of business within 14 days of the change (see section 81 of the Solicitors Act 1954).
• If you are maintaining your practising certificate, will your employer pay for your practising certificate? Will your current employer request a reimbursement for the portion of your practising certificate payment attributable to time spent working with your new employer, and will your new employer pay for this? All in-house solicitors must hold a practising certificate, unless you are exempted from doing so because you are a solicitor in full-time service of the State or because you solely provide conveyancing services for a non-solicitor employer. Please see the practice note from the Registrar of Solicitors, ‘Practising certificate 2023: notice to all practising solicitors’.
• Will the employer give you an indemnity and waiver of liability in respect of professional negligence if you do not have insurance? The Regulatory Guide for In-house Solicitors Employed in the Corporate and Public Sectors includes a chapter on professional indemnity insurance. If the organisation that you are joining maintains a directors’ and officers’ insurance policy, will you be covered by that policy?
• Will you have your own office or sit in an open-plan office? If you are sitting in open plan, will you have access to a conference room or office to deal with confidential matters? What is the remote working or ‘working from home’ policy? Are there sufficient cyber-security measures and policies in place to allow you to work from home?
• What role will technology play in your day-to-day work? Will you have sufficient support and tools in areas such as computers, communications, records and information management, case management, administrative processes (such as time recording, budgeting, external counsel invoicing)?
• Will you have administrative or secretarial support, or will you be expected to manage your own calendar, do all your own typing and filing, and answer phones? You should note that the level of administrative support in an in-house legal role tends to be less than is traditionally available in private practice.
• Will you have a legal assistant, paralegal, or any form of backup?
• Will you have a budget for legal research resources, online update and search services, purchasing legal books, texts and other materials?
• Will your employer pay for you to attend conferences or seminars and otherwise afford you the opportunity and time to participate in professional associations and compulsory CPD training?
• What are the career/promotion opportunities offered by your employer? Are these confined to the legal function or will they encompass other areas within the organisation?
• What are the business/professional development and succession planning opportunities and support offered by your employer? Are these confined to the legal function or will they encompass other areas within the organisation?
• If the organisation is a semi-state body, there may be independence requirements imposed by statute, and this will have an impact on the expected interaction with government functions and other State bodies and will curtail the interaction, if any, with the Office of the Attorney General. For example, any contemplated movement within and between State bodies or related organisations (such as the EU Commission), either permanently or on a secondment basis, should be raised.

These checklists should help you to evaluate the position and whether you are interested in pursuing it. They are not exhaustive, and other queries may also be appropriate.

Public sector recruitment of solicitors – including for the civil service, the health sector, An Garda Síochána and other emergency services, many State bodies, the local authorities, European and international organisations, and the education sector – is provided by the Public Appointments Service (PAS). Vacancies, both temporary and permanent, are advertised in the national daily papers and also on www.publicjobs.ie. Applications can be submitted via the website. The PAS is located at Chapter House, 26/30 Upper Abbey Street, Dublin 1. The service also allows any person interested in a legal position to register for notification of any future vacancies. The PAS operates a dedicated website, www.stateboards.ie, which gives information on membership of state boards and details of current vacancies on state boards.

For public sector legal roles, recruitment is generally by competitive interview, with some employers requiring applicants to complete a written exam as well. If you are entering the civil service through one of the ordinary civil service grades, you may be required to take an aptitude test. Generally speaking, the interview will be concerned with such matters as the qualifications, training, experience, capacity, competencies, and general suitability of the candidate. At the same time, this allows the applicant to make an assessment of the job and the organisation. Some of the points in the checklists set out above that relate to the private sector may also be helpful in evaluating any public sector position.

Office structures within the public sector are usually already well established, but this may not be the case in all legal functions outside of the Chief State Solicitor’s Office and the Office of the Attorney General. Reporting lines, together with other office procedures, will be advised to the successful candidate on request, prior to taking up the position.

In the private sector, the level of formality of the recruitment process may vary depending on the hiring organisation. Larger organisations increasingly run sophisticated processes comprising multiple interviews, formal assessments, and even background checks. You should carefully research the process before embarking on it, so as to be sure to maximise your chances of success.

Solicitors who work in-house owe the same duties to their client(s) as solicitors in private practice – see the Law Society’s Solicitor’s Guide to Professional Conduct (4th edition). These duties include:

• to follow (observe) the rules of professional conduct,
• as an officer of the court, to carry out the duties involved, including:
  • to be cognisant of your overriding duty to the court to ensure, in the public interest, that the proper and efficient administration of justice is achieved,
  • to assist the court in the administration of justice,
  • not to deceive or knowingly or recklessly mislead the court, and
• to carry out work with due care, skill and diligence.

The in-house solicitor may be more likely to give business advice than a solicitor in private practice. The in-house solicitor’s dual role as legal and business advisor may bring up issues of whether certain communications may be either wholly or partly covered by legal professional privilege. See further detail on legal professional privilege in Chapter 4.

The following questions should emphasise the importance of defining your role as in-house solicitor beyond your pure technical legal role:

• Do you have the authority and resources to carry out your role, whether alone or as part of a legal function?
• What are your organisation’s priority (high) risks and what are the lower risks? Does your organisation have a risk appetite statement?
• Are time and money being allocated to them accordingly?
• Do you have enough authority to convey your opinions and instructions and get top-level support to address them?
• Is your time being spent each day reacting to urgent problems and issues that arise, to the detriment of potentially more important and strategic work?

Is there a tension or conflict between your role of protecting the organisation from compliance or criminal risk, and your role of supporting the business or other aims of your organisation? If so, is it possible to reconcile these two elements?

Are you and the legal function expected to act as ‘guardian’ of your employer’s integrity and honesty? Are you expected to act as the sole guardian? If so, and in particular if you are a sole in-house solicitor, is it appropriate that this duty of integrity and honesty is solely your responsibility, or can you obtain the support of the organisation?

In-house solicitors must act in the best interests of their client – that is, their employer. While doing this, it is important that there is no confusion about that role. If it has not already been done, the in-house solicitor needs to define the role (including the questions listed above) and address any grey areas where there is no clear responsibility or clarity. This might appear unimportant to others within the organisation but, without such clarity, there are likely to be increased difficulties, and the organisation’s exposure to risk is increased. Clarifying this may also be an opportunity for the organisation to focus more broadly on risk management and compliance.

It needs to be clear to all that the client is the organisation, rather than the individual directors, officers, or employees (or even third parties), even though the in-house solicitor may have many internal emanations of that client drawn from the various functions operating within that organisation. If there is ever any doubt about this, it should be highlighted immediately that you are not advising anyone in their personal capacity, to avoid any misunderstanding. It is not unusual for colleagues of solicitors in in-house roles to ask for personal legal advice, often in a very informal manner. However, the provision of such advice is inappropriate (and is likely not covered by legal privilege, by your practising certificate, or by any insurance or indemnities you may have), given that your client is your employer and nobody else. If an in-house solicitor wishes to provide legal services to a party other than their employer, they are required to set up a solicitor firm to provide same, with consequential professional indemnity insurance and other regulatory requirements (See the Regulatory Guide for In-house Solicitors Employed in the Corporate and Public Sectors for more information).

Those applying for a newly created position should be aware that the role may not be clearly defined. In such circumstances, it may be necessary to clarify and define the role, functions, and responsibilities, including reporting lines, management position within the organisation, and resources available to you. These issues may have a bearing on whether you accept the position in the first instance. However, you should also appreciate that the role of the in-house solicitor will inevitably evolve and change in step with the changing needs of the organisation. You should be comfortable dealing with a certain level of ambiguity in this regard and be prepared to be flexible to ensure you continue to be relevant and of value to your organisation as it evolves.

It is highly desirable that the work of an in-house legal function is controlled by the most senior solicitor working in that function. In practice, the staffing, objectives, plans, strategies, and budgets of the in-house legal function must be consistent with those of the employer. The head of the legal function will be best placed to formulate his/her legal function’s role within such an operational framework. Similarly, he/she will be best placed to assess and decide on important issues such as recruitment, budgeting, the performance of his/her staff, and the establishment of an appropriate management structure within whatever framework the employer has in place. In addition, it is increasingly common for the head of the legal function to sit on, or report directly to, the senior management team.

As well as understanding your role, it is important to understand the extent of your authority by establishing the following:

• To whom does the in-house solicitor/legal function report?
• Will there be a separate legal function, and who retains control over it?
• To whom should the in-house solicitor report concerns?

The reporting line may affect the in-house solicitor’s authority and influence. Some in-house solicitors report to the board or to a specific director. Others typically report to the CEO, chairperson, or to a specific manager of the company, while others may report to a regional or global legal director. Even though, on an average day, the in-house solicitor may report to or work with various office-holders, directors, and managers about different projects, it is important to have a formal structure in place so that there is clarity about who is the in-house solicitor’s formal line manager.

If the senior in-house solicitor retains control over the legal function, this may assist in the control and allocation of legal resources and development of overall legal plans and strategies for the organisation. This can also be achieved working in a matrixed management system with embedded legal advisors who are not working separately from the organisation. The larger the number of legal advisors, the less likely it is that the general counsel or senior in-house solicitor will be familiar with every matter. However, it would be advisable to have a formal line of reporting to the general counsel or senior solicitor to ensure he/she is aware of potentially strategic and significant matters. In addition to having this structured flow of information, lines of authority should be very clear.

In-house solicitors should be advised to report any concerns to the general counsel or senior in-house solicitor. If the concern is about the general counsel or senior in-house solicitor and the matter cannot be resolved, then the in-house solicitor should review and consider whether the general counsel’s or senior in-house solicitor’s manager may be the appropriate person with whom to discuss it.

Organisations may also have internal ‘speaking up’ policies, which may provide a pathway in these circumstances. See the section below on whistleblowing and other relevant legislation.

The Law Society has various supports in place following the publication of the Dignity Matters  survey in 2021. See the Law Society Psychological Services page for a full list of supports and resources. Included in these resources is a Law Society ‘Dignity at Work Toolkit’. This offers practical information to support the legal profession to achieve cultural change and ensure safe, healthy, and respectful workplaces.

It is of the utmost importance to reiterate that in-house solicitors must establish and understand who (and what) the client/employer is, how the employer’s organisation operates, and the legislative and regulatory environment that applies to it. This information will be invaluable when providing legal advice to the employer. Conflicts may inevitably arise between the aspirations/instructions of another employee and the in-house solicitor’s duty to the employer. For that, and other reasons already outlined, knowledge of the reporting protocols that the in-house solicitor is required to observe are critical. If, on the one hand, reporting arrangements are too limited, it makes the exercise of the in-house solicitor’s function very difficult. On the other hand, if the reporting arrangements are unclear, it may be difficult and/or time-consuming (particularly in critical or urgent situations) to establish the person(s) to whom legal advice should be tendered.

In the context of a private-sector corporation, for example, all activities of that corporation and of its in-house employees are activities emanating and/or are delegated from a board of directors or other statutory, legal, or nominated source of authority. When difficulties arise, it is important that the senior or sole in-house solicitor has effective lines of communication, if not direct access, to the most senior available person (potentially, this should be the chief executive, a non-executive member of the board, or the chairperson, as the case may be). This will enable consolidated advice to be sent to the true decision-maker in a difficult situation that needs such formality. It is recommended that this is an issue that ought to be covered in the terms of employment of the in-house solicitor and should be considered for inclusion in the mission statement of the legal function (subject to the approval of the employer’s board).

Whether the in-house solicitor will become a board member depends on the organisation and the role. Membership would provide a higher profile for the areas for which the in-house solicitor is responsible and more opportunity for the in-house solicitor to put forward opinions and listen to counter and business arguments. Some would argue that there may be a risk of conflict of interest with ethical and professional obligations if the solicitor is on the board – if there is a possibility of conflict, the in-house solicitor will need to be aware of and address this issue. See the Gazette article ‘Should you serve on the board if asked?’ (March 2017, p13).

Some commentators advise that, if there is no board membership, then board access is important where needed to carry out the in-house solicitor’s role to act in the best interests of the organisation.

Similar issues should be considered if the in-house solicitor is requested to become a trustee of the employer’s pension scheme. See the Gazette article on this topic: ‘An invitation to serve’ (Aug/Sept 2017, p28).

See the section headed ‘The in-house solicitor as company director or pension trustee’ in Chapter 1 for more information.

The in-house solicitor may act as company secretary to one or more of his/her employer’s corporate entities. In this role, his/her duties may be wide-ranging and include obligations under company law and general responsibilities to act with due care, skill, and diligence. It may also cover procedural responsibilities, such as the preparation and filing of Companies Registration Office forms, management of board and shareholder meetings, and preparation of draft minutes within a target timeframe (see the ‘Company Secretaries’ document at cea.gov.ie). In larger organisations, this role may be performed by a qualified solicitor in the team or a specialist company secretary, depending on the (legal) budget available, but there are several organisations that have combined the roles of general counsel or head of legal with that of company secretary.

If you are asked to act as company secretary, it will be important to clarify and address any conflicts that may arise as a result of being both the company secretary and the legal advisor. If another person acts as company secretary, there could be an overlap of roles or misunderstandings about who should be performing certain tasks. Once again, the key is to clarify and agree the respective roles.

The Law Society’s Intellectual Property and Data Protection Law Committee has published guidance on issues to be considered when an organisation is considering appointing a DPO.

The Law Society Gazette has published articles that may also be of some assistance when an in-house solicitor is considering taking on the role of an organisation’s data protection officer – see ‘Too many hats?’ (November 2019, p44) and ‘See, DPO’ (April 2018, p42).

A formal and coherent governance structure is important for every organisation, so that it can carry out its activities in a legal, compliant, and ethical manner, and to help ensure important decisions are made and implemented efficiently. Regardless of whether the in-house solicitor acts as director or company secretary for his employer, he may still have a central role to play in the governance of the organisation. This can include arranging leadership or management meetings, minuting/recording or tracking their proceedings and actions, or establishing and implementing governance forums and procedures.

In the public and semi-state sectors, it should be established if your organisation is subject to the Code of Practice for the Governance of State Bodies and, if so, the in-house solicitor should ensure that the organisation is aware of and implements all requirements of the code.

Many semi-state bodies in Ireland are subject to specific legislation governing the body in question. The Electricity Supply Board (ESB), for example, is subject to the Electricity Acts. If working in the semi-state sector, it will be important for you to establish whether your organisation is governed by any such legislation and, if so, to familiarise yourself and help ensure compliance with the provisions of that legislation.

In-house solicitors in both the public and the private sectors should also familiarise themselves with the Protected Disclosures Act 2014, as amended, which provides a statutory framework within which workers can raise concerns regarding potential wrongdoing that has come to their attention in the workplace, and with other relevant legislation, such as lobbying, data protection, anti-money-laundering, sanctions, financial services, and public authority legislation, together with any other laws that are relevant to the organisation in question. Some organisations might have services facilitating internal and external pathways for raising issues in a whistleblowing context, and in-house solicitors should be familiar with any such outlets.

Keeping up-to-date on relevant legal developments can be a challenge for in-house solicitors, but it is an important requirement, both in terms of their professional obligations and duties to the organisation and in terms of being aware of relevant legal developments of which they and other employees need to be kept appraised. In-house solicitors are in a good position to evaluate any training needed to ensure that they and relevant employees in the organisation are kept up-to-date on relevant legal requirements and responsibilities. Increasingly, the in-house solicitor also needs to have knowledge of non-legal areas – finance, management, technology, etc – so appropriate training should also be obtained in these areas.

Time, cost, and resources will generally be issues that need to be taken into consideration in rolling-out or attending training sessions, and it is recommended that in-house solicitors prioritise training requirements and discuss them with directors and senior management, human resources, and/or the compliance officer, as appropriate.

Chapter 5 of this guide has information on Law Society Professional Training and Diploma Courses that may be of interest.

The CPD regulations and scheme apply to all solicitors holding a practising certificate from the Law Society of Ireland, and solicitors in the full-time service of the State, and to conveyancing-only solicitors employed by a non-solicitor. They also apply to European lawyers registered with the Law Society of Ireland and holding current qualifying certificates.

Further information on the current CPD requirements is available on the CPD Scheme section of the Society’s website or, alternatively, by contacting the CPD Scheme Unit at cpdscheme@lawsociety.ie or tel: 01 672 4802.

There are huge benefits to both employer and employee in taking on trainee solicitors in an in-house setting. The Gazette published an article on training in-house from the perspectives of a training solicitor and a trainee under the PPC Hybrid course, which explains the mutual benefits (‘House of fun’, October 2020, p22).

The new fused PPC began in September 2022, combining the previous PPC1 and the core elements of the previous PPC2 into a more streamlined single course, with trainees having the option of completing four advanced elective modules immediately following completion of the new fused course or at a later stage during their 24-month in-office training period.

The Law Society has also introduced the PPC Hybrid course, which makes training as a solicitor in-house more accessible for employees and more attractive to in-house legal functions. The hybrid course means trainees are not required to spend long periods out of the office to attend on-site classes in Blackhall Place and, since January 2020, there is now no obligation on trainees to undertake secondments during their traineeship, provided they can gain experience in three distinct areas of law. The PPC Hybrid allows trainees to continue working full-time during the training period.

Many in-house colleagues have gained invaluable experience and assistance through the development of relationships with mentors. This can be particularly beneficial for those who are working alone or in small legal functions, or for those solicitors who are considering moving from private practice to an in-house role. Mentoring can be either formal or informal. The Law Society runs a Women in Leadership Mentoring Programme and welcomes applications from prospective mentors and mentees. See lawsociety.ie/womeninleadership.

The Law Society issued a practice note in June 2021 on in-house solicitors doing work for clients other than their employer on a pro bono basis. In-house solicitors should ensure that they meet their statutory requirements under the Solicitors Acts, professional indemnity insurance, and practising certificates before carrying out any pro bono work for clients who are not their employer.

Organisations – both large and small, and whether in the public sector or private sector – may frequently seek external legal advice and use external legal advisors, even though they employ their own in-house solicitors. Managing the ‘outsourcing’ of the provision of legal services for an organisation is a key role of, and can pose challenges for, the in-house solicitor.

There are several reasons why organisations may seek to obtain external legal advice, including, but not limited to:

• Expertise – in order to obtain expert or specialist legal advice in a particular area (not within the core practice of the in-house legal function) or because of the infrequency, size, nature and/or complexity of the matter involved (including conveyancing, litigation, corporate finance, environmental, competition and technology matters),
• Workload – the capacity of the in-house legal function to take on extra work,
• Jurisdiction – the need to obtain local expert advice if a matter relates to the law of another jurisdiction,
• ‘Second opinion’ – in certain situations, an in-house solicitor may wish to seek a second opinion on a point (‘advice’ is just an opinion; there is no bar to an organisation receiving a second opinion on the same point, although difficulties can arise and consideration should be given to circumstances where the two opinions differ), and
• Sensitive matters – for example, in circumstances where a conflict of interest might, or might be seen to, create difficulties for the in-house solicitor in advising objectively, or in circumstances where a matter relates to parties related to the organisation (such as shareholders or non-executive directors or pension trustees) whose interests may not be the same as those of the organisation.

The in-house solicitor is best placed in an organisation to implement and manage the outsourcing of legal services. The in-house solicitor has their own legal expertise and the ability to ‘speak the language’ of both the organisation and the external legal advisor. Outsourcing of legal services may be more likely to achieve the organisation’s objectives if the in-house solicitor designs and manages the legal outsourcing process and structure, due to the in-house solicitor’s knowledge of:

• The organisation’s corporate structure, ethos, and business,

• The organisation’s place in the market and business strategy/objectives or its corporate purpose,

• How legal services are provided in the marketplace, and

• The legal risk management strategy that will have been developed by the in-house solicitor (or their legal function) following an analysis of the legal risks of the organisation by the in-house solicitor.

Instructions to an external legal advisor are likely to be most effective if they are provided by the in-house solicitor or, at least, from members of the organisation having received guidance from the legal function. In the event of a conflict of interest involving an in-house solicitor, the conflict should be disclosed to the organisation. In circumstances whereby business personnel within the organisation are instructing external legal advisors, it is suggested that such instructions should be monitored by the in-house solicitor. It should be made clear to external legal advisors that, regardless of the level of involvement of an in-house solicitor in seeking advice, the responsibility of the external legal advisor is to provide advice within the scope of the retainer contract or terms of engagement (see below).

In most cases, the in-house solicitor will remain the principal contact for the external legal advisor(s), and the external legal advisors should report into the in-house solicitor/legal function. The in-house solicitor should be kept informed at all times by the external legal advisor in relation to all legal advice and services being delivered to the organisation in respect of instructions received. There are several reasons why the in-house solicitor should be kept up to date, including:

• The in-house solicitor is best positioned to formulate and issue the organisation’s instructions to the external legal advisor (in line with the legal risk management and legal risk strategy for that organisation) – net issues can be identified by the in-house solicitor at an early stage and reflected in the instructions to the external legal advisors.
• Ultimately, the in-house solicitor must be satisfied that the legal advice received from the external legal advisors is relevant and ‘actionable’ from the organisation’s perspective. The monitoring of the ‘client’ instructions by the in-house solicitor is fundamental to obtaining the most appropriate, relevant, and cost-effective delivery of external legal advice and services to the organisation.
• It helps to ensure consistency of legal advice throughout the organisation and helps to ensure that, for example, there is no duplication or inconsistency of legal advice being delivered to the organisation (thereby creating confusion and wasting resources).
• It ensures the legal budget and legal costs/fees of external legal advisors are managed by the person who best understands them (the in-house solicitor). It also reduces the risk of incurring legal fees needlessly as a result of either unclear instructions or time spent on non-core or irrelevant issues.
• If the scope of the engagement needs to change, this can be appropriately considered and documented.
• The in-house solicitor is best placed to liaise with relevant internal stakeholders in respect of input queried in relation to the legal advice being requested.
• Depending on the subject matter of the engagement, communicating through the in-house solicitor could increase the prospects of successfully asserting legal professional privilege (see Chapter 4).
• The in-house solicitor may have a management or reporting role within the organisation in terms of reporting to senior management or the board of directors in respect of the management of the legal function and resources (both internal and external), and/or the legal risk strategy for the organisation or for any particular project.

There are some organisations where it may not be necessary or practical to have the in-house solicitor involved to the extent recommended above. There may also be situations where the in-house solicitor is not involved in external legal work. In those situations, it is important that the role, if any, of the in-house solicitor in the matter, and the limits on the in-house solicitor’s involvement, are clear.

It is suggested that organisations should have a documented policy in place (devised in consultation with all relevant parties involved, including the in-house solicitor), which details the ‘who, when and how’ legal work is outsourced. That policy could also include provisions in respect of dealing with conflicts of interest. External legal advisors to whom work is outsourced should be informed of the requirements of the organisation’s policies in relation to referrals to external legal advisors. As part of the terms of their engagement, external legal advisors should be advised to report all concerns/issues (including the functions, powers, and duties of the organisation and its proper implementation and application in accordance with the law) to the in-house solicitor. Finally, it will also be necessary to take into account any applicable procurement laws and guidelines and/or general procurement policies of the organisation in determining how legal work is outsourced.

Selecting the most appropriate external legal advisor(s) for an organisation and when to seek external legal services should ideally be decided in accordance with the documented policy outlined above or, in the absence of such a policy, by the in-house solicitor. As a subject-matter expert, the responsibility for the operational management of this function should ideally rest with the in-house solicitor. There are various ways of selecting external legal advisors, which vary depending on the size of the organisation, its need to outsource (as outlined above), its legal budget, and whether the organisation is within the public sector or the private sector.

Many larger organisations establish panels of external legal advisors, which are then available to take instructions when the need arises. The process of creating a panel of external legal advisors can be time-consuming and administratively burdensome; however, it does create opportunities to test the market and may generate price competition (depending on the value available). A panel of external legal advisors is not always the most effective method of engaging external legal advisors – for example, in circumstances whereby specialist legal advice is required in relation to a specific area, and the appointed panel is comprised of general external legal advisors as opposed to a panel of external legal advisors with specialist expertise. An in-house solicitor will need to consider the best method of engaging appropriate specialist external legal advisors. In certain circumstances, organisations may hold a form of tender or mini-tender competition in order to select or appoint such a specialist external legal advisor. Organisations may have a formal or informal selection process depending on several factors – for example, whether they are subject to procurement laws and guidelines, their internal procurement and corporate governance procedures, and whether they are in the public or private sector.

If establishing a panel of external legal advisors, selection criteria will need to be set governing selection to the panel (as further discussed below). If a panel of external legal advisors is established from those deemed capable of meeting the selection criteria, this could be for a limited period (for example, a fixed number of months or years). This enables the organisation to plan its legal resources in conjunction with the in-house function for the short and medium-term. An opportunity then arises on the expiry of such period to review the needs of the organisation for such a panel and for any new tendering or competitive process.

In terms of resources, depending on the need of the organisation for legal services or in relation to any particular area of legal services, there may be merit in limiting the number of external legal advisors on the panel and considering if you will require specific areas of expertise. In circumstances whereby an external legal advisor is appointed to a panel limited in size, it may provide an opportunity for that external legal advisor to:

• develop a good understanding of the ethos and culture of the organisation,
• develop an understanding of the complementary roles of the in-house solicitor, including the requirements and expectations of the legal function within the organisation,
• understand their role as external legal advisor,
• offer good service and value for money (depending on how the fees/cost structure is set up under the panel), and
• demonstrate commitment to the organisation as an important client.

Selection criteria for choosing external legal advisors will depend on the objective for the organisation. It will also depend on the type of organisation and must take into account any applicable procurement laws and guidelines (which are particularly important in the public and utilities sector) and/or general procurement policies of the organisation. Selection criteria may include such areas as relevant expertise in a specialist area or areas of law, experience, cost-effectiveness, as well as the existence of any conflicts of interest with other clients of the external legal advisors. Such criteria could also include timeframes in respect of the delivery of the legal services (this could be a critical factor, for example, in certain matters, such as litigation or corporate transactions), availability and skill-set of key personnel or ‘lead partner(s)’, resources available to deliver the service, and back-up legal support. Factors such as diversity, environmental, social and governance repute, and use of technology are becoming increasingly important selection criteria for organisations seeking to appoint external legal advisors. Additional considerations could be the ‘value add’ that an external legal advisor brings to an organisation – for example, training, provision of legal updates, and secondments.

Another key factor to be considered when selecting external legal advisors is the fee/cost structure proposed by external legal advisors. An in-house solicitor may wish to consider how the proposed structure fits in with the overall approach to legal fees/costs in the organisation and/or the nature of the particular matters for which external legal services are being sought. The in-house solicitor will have a key contribution to make to the organisation as to how fees/costs should be structured. The in-house solicitor may wish to seek flexibility in terms of fee/cost structures – for example, a fixed or flat fee may be appropriate for some types of outsourced legal services, whereas discounted hourly rates or a capped fee may be appropriate for other types of legal services. There are varying degrees of control that can be exercised by the organisation in monitoring the legal budget, depending on the fee structure agreed, and this is considered further below.

In circumstances whereby the organisation or the in-house legal function decides that a panel of external legal advisors is not deemed necessary or practical, it may wish to consider conducting a mini-tender for specific projects. Such mini-tenders can allow organisations to choose from a number of external legal advisors with expertise in that particular area and may lead to higher quality advice and favourable fee structures for the organisation.

When outsourcing legal work to external legal advisors, there may be a possibility that particular external legal advisors will have, either at that time or at some future time, a conflict of interest.

Issues relating to conflicts of interest arise most often due to a client’s desire to instruct an external legal advisor in respect of a matter that has some connection with another (past or present) matter or client with which that external legal advisor was separately involved.

Best practice guidance regarding conflicts of interest for solicitors is set out in the Law Society’s Solicitor’s Guide to Professional Conduct (4th edition). An in-house solicitor should be as familiar with the guide as any other solicitor, as the same guidance applies. The guidance provided in respect of conflicts of interest for solicitors is clear, but external legal advisors will often only contract with clients on terms that modify those legal rules to give the external legal advisor the flexibility to deal with conflict problems as they arise. These modifications often seek to give the external legal advisor contractual flexibility and discretion (consistent with applicable regulations) to resolve conflicts in a way of their choosing. If not managed carefully, potential conflicts of interest involving solicitors’ (in-house and external solicitors) can create difficulties, reputational damage, and embarrassment for the in-house solicitor, as well as for the external solicitor and client.

A practical approach to conflicts of interest can sometimes help to provide acceptable solutions. A conflict check must always be carried out by external legal advisors prior to any specific instructions being provided on any particular project. The in-house solicitor is likely to have a greater understanding of the instructions that they want to give the external legal advisor. However, an in-house solicitor is unlikely to be aware of an external legal advisor’s other client relationships (and the legal advisor should not disclose these to the in-house solicitor). Accordingly, the conflict process should aim to give an external legal advisor as much information as possible about the project in order to seek to permit the external legal advisor to conduct a search of possible conflicts as carefully as possible. This can sometimes be an iterative process, involving increasingly specific disclosure as the in-house solicitor becomes more comfortable with the external legal advisor’s position.

However, even a very detailed conflict search may not reveal all latent conflict problems, and no conflict process can reveal problems that cannot be foreseen. It is suggested that the retainer contract or terms of engagement includes provision for dealing with and resolving any future conflict.

Where applicable, regard should be had by both the in-house solicitor and the external legal advisor to any possible competition law (for example, market abuse) implications of a conflict check.

While it is primarily the responsibility of the external legal advisor to ensure that no conflict of interest exists when representing an organisation, the organisation’s in-house solicitor should be mindful of the rules governing conflicts of interest. The in-house solicitor should take steps to ensure that external legal advisors undertake checks to ensure that no such conflicts exist. In addition to the steps mentioned above, prudent steps include requesting external legal advisors to outline any actual or potential conflicts of interest before they are instructed to act for an organisation. Any actual or potential conflicts of interest that arise during an engagement should be immediately brought to the attention of the in-house solicitor for consideration.

In circumstances where the external legal advisor is a barrister, the Bar of Ireland has published a code of conduct for barristers, a copy of which is available on its website at www.lawlibrary.ie.

Solicitors acting in private practice and in-house in the public and private sectors, despite their often varying work structures, still share the same professional conduct obligations, including maintenance of professional independence and confidentiality and avoidance of conflicts of interest. While an in-house solicitor may only have one client, there is no difference in, or dilution of, these obligations.

In-house solicitors may also have additional obligations, depending on the nature of their client’s business or the ambit of their role (that is, whether the in-house solicitor has other roles, such as head of compliance/risk). For example, some in-house solicitors may be designated as ‘controlled functions’ under the Fitness and Probity Regime introduced by the Central Bank under the Central Bank Reform Act 2010 (as amended). Additionally, the Civil Service Code is a code of conduct for all civil servants and forms part of the terms of employment of all civil servants. A Gazette article published in March 2023 (p32) offers additional details on the legislation and guidelines applicable to solicitors in the full-time service of the State.

All solicitors admitted to the Roll must observe the highest professional standards and adhere strictly to their duties as officers of the court and as required by the Solicitors Acts 1954-2015 and the Legal Services Regulation Act 2015. Please see The Solicitors Acts: an eCompendium.

Misconduct applies equally to solicitors working in-house as it does to private practitioners. Misconduct by legal practitioners (solicitors and barristers) is defined in section 50 of the Legal Services Regulation Act 2015. That act provides that, among others, an act may be considered misconduct where it:

• In the case of a solicitor, consists of a breach of the Solicitors Acts 1954-2015 or any regulations made under those acts,
• In the case of a solicitor, is likely to bring the solicitors’ profession into disrepute.

An organisation that employs a solicitor will do so because of the specialist knowledge, experience, objectivity, judgement, and professionalism that he/she will bring to that organisation. The in-house solicitor will be required to apply these characteristics in many diverse situations, in the best interests of their employer, with due care and skill, while carrying out their instructions with due diligence. When an in-house solicitor observes the highest professional standards, it is to the ultimate benefit of the employer. The in-house solicitor must ensure that compliance with these professional standards is a priority in their day-to-day work.

It is particularly important when practising in-house to learn and understand, as soon as possible, the nature of the business and/or service provided by an employer (or, where relevant, its purpose and objectives) and the particular regulatory, business and economic, social and political contexts and environment in which such business and/or service is provided. As an employee, the in-house solicitor owes a duty of loyalty to the employer and (particularly in the public sector) may also have a statutory or contractual duty of confidentiality in addition to the general duty of confidentiality to his employer. The in-house solicitor will (not unreasonably) be expected to share the objectives of their employer, while at the same time, to maintain an objective and professional attitude and judgement and to ensure that he or she provides legal advice that is both independent and impartial. The independence of the in-house and public sector solicitor is also covered in Chapter 1 of the Solicitor’s Guide to Professional Conduct. Some helpful clarity as to what might have an impact on an in-house solicitor’s independence was provided by the Court of Justice of the European Union in Joined Cases C-515/17 P and C-561/17 P Uniwersytet Wrocławski and Poland v Research Executive Agency.

Should a situation arise where an employer instructs an in-house solicitor to act in a way that, in the opinion of that solicitor, could amount to unprofessional conduct on the part of the solicitor and/or which may even be illegal, the in-house solicitor cannot carry out those instructions and must ultimately advise that those instructions cannot be acted upon. It is recommended that the in-house solicitor, in that instance, should analyse the source and nature of the instructions received very carefully and objectively, undertake all necessary legal and other research, and consider all available options before advising the employer in this way. In most cases, the availability of other legal options should be explored, and the employer should be persuaded to choose those options. In particularly difficult situations, or where such advice is challenged by the employer, the matter might be resolved by seeking a second opinion from another solicitor or barrister. If this fails to resolve the matter, it may be necessary to raise the issue with an external party (perhaps even an authority) for guidance or resolution, being at all times cognisant of their duty of confidentiality.

In the most extreme circumstances, the in-house solicitor may even be required to step down from their position rather than follow the instructions, and it may be prudent for the solicitor to consider procuring their own employment law advice in such a scenario. The in-house solicitor’s professional judgement, objectivity, training, and independence will be tested in such situations, and knowledge of the employer’s business and its legal, regulatory, and business environment and obligations thereunder will be particularly important in seeking a resolution, ultimately to the benefit of the employer in the long run.

Every solicitor, whether in-house or in private practice, will be faced with difficult professional issues from time-to-time. This is inevitable, given the solicitor’s role. Difficult situations surrounding the exercise of professional independence are, however, very much the exception rather than the rule. In-house solicitors, particularly at a senior level, are generally valued for their judgement and objective contribution to the making of informed and legally correct decisions by their employer.

Solicitors and other professionals working in-house are often required to have a role in the governance of the legal entity that employs them, and senior in-house solicitors in particular may be well placed in their client’s organisation to help with governance and regulatory issues. With the awareness of the need for the application of good governance and regulatory principles and practice, this aspect of an in-house solicitor’s work (particularly in the corporate area) will continue to increase. Before accepting any governance role, care needs to be taken by the in-house solicitor to ensure that adequate and proper training is sought in governance, in particular in corporate governance. It is also important to be mindful that communications involving the in-house solicitor while performing a separate role in the organisation may not be subject to legal professional privilege, if such communications do not amount to legal advice given in the in-house solicitor’s capacity as a lawyer. (See the sections below entitled ‘Opinions – legal and otherwise’ and ‘Solicitor/client privilege’).

Many in-house solicitors come into contact with members of the public as a regular part of their role. A layperson may not appreciate that the in-house solicitor with whom that person is dealing must act in the interest of his/her employer only. Acting solely for the interests of the employer can often mean acting in a manner that fundamentally conflicts with the interest of the member of the public, for example, during a negotiation or dispute. It is best to limit such direct contact unless necessary and, if possible, direct such members of the public to obtain their own independent legal advice or to any customer care or complaints function, if one exists.

If there is any possibility that the situation is one where a perception of a conflict of interest may arise, then it is recommended as good practice that such an in-house solicitor should do the following:

• Ascertain whether the member of the public is legally represented,
• If the member of the public is legally represented, then all dealings should be directed via that person’s solicitor,
• If the member of the public is not legally represented, it should be explained to that person that the in-house solicitor acts solely for and in the interests of the employer, that they are precluded from acting on the person’s behalf, and that it is in their best interests to seek independent legal advice (it may be necessary to confirm that in writing). For vulnerable members of the public, it is best to be even more vigilant and ensure clarity in communications, making careful notes of any discussions.

See also Chapter 1 of the Law Society’s Regulatory Guide for In-house Solicitors Employed in the Corporate and Public Sectors (which has a section on ‘Providing legal services to third parties’) and Chapter 6 of the Law Society’s Solicitor’s Guide to Professional Conduct (which has a section on ‘Persons acting without legal representation’).

The giving and receipt of solicitor’s undertakings is part-and-parcel of a client service in private practice. For a detailed statement of the Law Society’s guidance with reference to undertakings, please refer to Chapter 6 of the Law Society’s Solicitor’s Guide to Professional Conduct. See also the practice note issued by the Society’s Complaints and Client Relations Committee and the Guidance and Ethics Committee in March 2011, ‘Notice to all practising solicitors – undertakings’.

The professional obligations in relation to undertakings are no different for a solicitor working in-house than the position of colleagues in private practice. In-house solicitors are therefore responsible for their own undertakings and for those of the staff who report to them. It is recommended that the in-house solicitor’s professional personal duty to comply with undertakings and the consequences of non-compliance should be explained, as often as necessary, to the employer.

In-house solicitors should not give a professional undertaking unless they have express authority in writing from their employer to do so. Furthermore, an in-house solicitor should not give an undertaking to do something in any area of the organisation’s business/service that is outside that solicitor’s control or delegation. As an employee, the functions delegated to an in-house solicitor will be limited (and should be clarified), and therefore undertakings should be correspondingly limited to those delegated functions. There may exist monetary caps or limits of insurance that will need to be carefully agreed and documented. For example, if the performance of some function is reserved to another employee or category of employees of the employer, that matter should not be the subject of an undertaking given by the in-house solicitor, because it is outside such solicitor’s control. If it is uncertain that a function is or will remain in the control of the in-house solicitor, sufficient and specific delegation of that function should be sought before that undertaking is given, so that the undertaking is capable of being honoured.

When an in-house solicitor is asked to give an undertaking on behalf of the employer, and it is clear that the intention is only to have an agreement or understanding with a third party, it should be clear on the face of that ‘undertaking’ that it is given only as an agent on behalf of the employer, that it is in the nature of an agreement or understanding, and that it is not a professional (that is, solicitor’s) undertaking or capable of being misunderstood in that regard. It is considered that any ambiguity in the text would most likely be construed in favour of the interpretation placed upon it by the recipient of such an undertaking.

A situation could arise where the in-house solicitor is instructed to seek an undertaking from a solicitor colleague, which that colleague should not give. If the other solicitor should not give such undertaking, then the in-house solicitor should not request it (see the practice note issued by the Society’s Guidance and Ethics Committee in 2016, ‘Do not seek undertakings that should not be given’).

Solicitors working in-house in the legal function of publicly quoted companies, or with a publicly quoted parent, should be aware that they may have a particular role in areas such as corporate governance and compliance of such public companies, and they should take specialist advice on such obligations where necessary.

Among the possible areas of involvement are:

• To provide information and analysis necessary for directors to discharge their oversight and/or public filing and disclosure responsibilities, particularly where they relate to legal compliance matters,
• Responsibility for ensuring the implementation of an effective legal compliance system with the oversight of the board of directors – increasingly, this covers whistleblowing and codes of conduct, as well as legal and regulatory compliance,
• To ensure that all reporting relationships between internal and external legal advisors are established at the outset, with a direct line of communication with the in-house solicitor through which external legal advisors are to inform the in-house solicitor of material, potential, or ongoing breaches of the law or breaches of the legal duty to the corporation. For additional commentary, see also Chapter 3, which deals with the relationship with external advisors.

There is no general professional duty imposed on an in-house solicitor (acting as a solicitor) to advise the employer on the commercial or operational wisdom of transactions – that is, other than on the relevant law. However, a request for legal advice from an employer may in many cases involve an assessment and judgement of the employers’ business/service, and therefore advice tendered may potentially contain elements of business as well as legal advice. Accordingly, it is important for the in-house solicitor and their employer to agree on the authority vested in the in-house solicitor in that capacity and to ensure that, if such business advice is given, it be identified and viewed as such, with clarity on the legal issues also given at the same time. It is also important for the in-house solicitor to be cognisant that legal professional privilege may not apply where advice given is not considered to be legal advice given in the in-house solicitor’s capacity as a lawyer (see the section below, ‘Solicitor/client privilege’).

When imparting legal advice, it is important to consider the context and purpose of the request when deciding to offer written or oral advice. When written advice is sought or deemed necessary, the greatest possible care needs to be taken with the relevant research and conclusions. A document or email containing formal legal advice or written in contemplation or anticipation of legal proceedings may need to be identified as ‘legally privileged’ – see below.

Solicitor/client privilege is a complex area, and-in house solicitors should consult the practice notes published by the Guidance and Ethics Committee and the In-House and Public Sector Committee of the Law Society in July 2020, ‘Legal professional privilege’ and ‘Legal professional privilege and in-house counsel’. The practice notes represent guidance on best practice for practitioners in the area of legal professional privilege, and do not constitute legal advice. They provide a comprehensive overview of the law in relation to legal professional privilege and the issues that arise.

On a general note, solicitors working in-house should be aware of the risks that arise in relation to privilege, data information requests, freedom of information requests, and the discovery process in litigation or external investigations, and the importance of having an efficient document and records management system throughout the organisation. E-discovery is increasingly used to save costs, and external review of servers is commonplace – therefore, ensuring that your advice to the business is privileged (and understanding when a communication will be considered privileged) is even more important today, as such a review can access all your written communications and emails sent over many years.

When proceedings are issued by an in-house solicitor, it should be made clear to the party receiving the summons and to that person’s solicitor that the summons has emanated from a practising solicitor acting in a solicitor/client relationship.

If proceedings are being issued by the in-house solicitor on behalf of his or her employer, the solicitor should go on record either in the solicitor’s own personal name, the name of the senior solicitor in the organisation or, if the individual practises under a business name, then under the business name. The solicitor should not go on record solely in the name of the employer.

Section 72(1) of the Solicitors (Amendment) Act 1994 states that only solicitors who hold a practising certificate that is in force shall have all the powers conferred upon a commissioner for oaths. As solicitors in the full-time service of the State do not hold practising certificates, they are not permitted to administer an oath. Whether an in-house solicitor may do so will depend on whether they hold a practising certificate that is in force. Naturally, even if they hold a practising certificate, an in-house solicitor cannot administer an oath in respect of an affidavit of a colleague in a matter done as part of their employment. Please see the section ‘Administering oaths’ in the March 2023 Gazette article ‘Done the State some service’ (p35).

In her foreword to this guide, Law Society President Maura Derivan outlined the background and work of the Society’s In-house and Public Sector Committee.

The committee currently comprises 26 in-house solicitors, drawn from a diversity of roles in the private and public sectors. It aims to represent the views and promote the interests of in-house solicitors. The committee helps to support the Law Society in the exercise of its representative, educational, and regulatory roles as they relate to the in-house sector. The ‘member benefits’ section below outlines those benefits of interest to in-house solicitors – for instance, in-house panel discussions, in-house annual conference, Gazette articles, and the LinkedIn in-house members-only group.

Further information regarding the committee and its work can be found on the Society’s website.

If there is a matter that you would like to raise with the committee, please contact the committee secretary, Louise Campbell, Law Society of Ireland, Blackhall Place, Dublin 7; tel: 01 881 5712, email: l.campbell@lawsociety.ie.

The Law Society’s Practice Regulation Section has produced the Regulatory Guide for In-house Solicitors Employed in the Corporate and Public Sectors, available on the Society’s website. There are also sections on the Society’s website regarding practising certificates and professional indemnity insurance.

The Registrar of Solicitors has issued a practice note, ‘Practising certificate 2023: notice to all practising solicitors’.

The Practice Regulation Section provides guidance on these regulatory matters and can be contacted at pc@lawsociety.ie.

Being a member of the Law Society entitles solicitors to benefits in addition to those attached to the practising certificate. As an in-house solicitor in the private or public sector, you may be particularly interested in the following member benefits:

• Gazette subscription (which includes the Gazette  magazine and Gazette.ie, the daily digital news magazine),
• The Law Directory app,
• Use of the Law Society Library,
• Career Support,
• The Women in Leadership Mentoring Programme,
• Law Society Psychological Services,
• The Retirement Trust Scheme,
• Subsidised B&B at Blackhall Place, and
• The right to vote in Council elections and at annual general meetings.

We recognise that in-house solicitors have specific needs, and so we have developed resources focused on this sector. The LinkedIn Law Society in-house members-only group is a private forum for in-house solicitors to network and discuss matters of common interest. A link to the group, along with an explanation of its purpose and background, is available at www.lawsociety.ie/inhouselinkedin.

The Law Society Library has a list of resources, including books and journal articles of relevance to the in-house solicitor, which you will find on the In-house and Public Sector Committee section of the website. You can contact the library at libraryenquire@lawsociety.ie or see www.lawsociety.ie/library.

The Gazette regularly publishes at least one article in each issue specific to in-house solicitors. The eZine also includes an ‘In-house update’ once a month. Of course, the Society’s website is a valuable source of information, with the In-house and Public Sector Committee section a must-read for any aspiring or current in-house solicitor.

The Council of the Law Society of Ireland appoints committees to monitor and guide its members on best practice in a range of legal areas. Solicitors can log in to access useful resources under each committee, including practice notes and precedents for that area of law.

You can learn more about the benefits of membership on the Law Society website. If you would like to provide feedback on the services and supports offered to members by the Law Society, please do get in touch with Michelle Nolan, Head of Member Services, at memberservices@lawsociety.ie or tel: 01 672 4800.

The Law Society launched an expanded educational and member service, Law Society Psychological Services, in March 2022. A range of new and innovative supports and services for solicitors, legal teams, and legal workplaces will be coordinated through this new service.

Partnering with legal workplaces

Law Society Psychological Services is developing a suite of bespoke training, support, and communication resources and events for legal workplaces. Contact ps@lawsociety.ie to become involved.

LegalMind

LegalMind is a subsidised, independent, and confidential mental-health support service available to all Law Society members, Law School trainees (who have completed the Professional Practice Course), and solicitors with a practising certificate in Ireland. Find out more at lawsociety.ie/legalmind.

Professional Wellbeing Hub

The Professional Wellbeing Hub is a portal of practical information and supports relating to lawyer wellbeing, mental health, and legal workplace culture.

Professional Wellbeing Charter

Details about how legal firms and other organisations can sign up to the Law Society’s Wellbeing Charter are also available at lawsociety.ie/wellbeinghub.

Communications

Law Society Psychological Services has regular feature articles in the Gazette. These address aspects of personal and professional wellbeing and have particular resonance for lawyers. The service also contributes a short column entitled ‘Professional lives’ to each issue of the Gazette, where members of the legal profession share their experience of overcoming challenges in personal and professional life. Email ps@lawsociety.ie to suggest themes or to offer an article.

Events

The popular and complimentary Law Society Skillnet Wellbeing Summit is an annual autumn event open to all and is attended by hundreds of members who join virtually from all sectors of law.

The service also offer an annual trauma summit in the late spring, featuring international experts in this field. This is of particular interest to lawyers working with complex clients.

Dignity Matters

Law Society Psychological Services is firmly committed to meeting the recommendations of the Dignity Matters report. Our focus is on collaborating with legal partners to co-create a healthy workplace culture. Updates on this progress, along with practical information and resources, including the Law Society’s ‘Dignity Matters Toolkit’, are available at lawsociety.ie/dignitymatters.

Law Society Professional Training continues to be the main provider of continuing professional development (CPD) education to the solicitors’ profession in Ireland.

Training ranges in duration from one hour to full-day events, masterclasses (generally run over weekends), to longer part-time courses. As well as the on-site courses at Blackhall Place, Professional Training offers a suite of online courses/webinars and low-cost regional Skillnet Cluster events.

Law Society Professional Training incorporates Law Society Skillnet Networks. Private sector bodies can apply for annual membership of Law Society Skillnet, which will make them eligible for discounts on relevant training programmes. Public sector bodies can also avail of discounts through membership of our public sector subscription scheme.

CPD training specifically designed for the in-house solicitors in the private and public sectors includes the annual in-house and public sector panel discussion and the annual in-house and public sector conference.

CPD training events that are also relevant to in-house solicitors in the private and public sectors include:

• The Executive Edge Diploma in Leadership and Management,

• Construction Law Masterclass – on demand,

• Coaching skills,

• Masterclass in Planning and Environmental Law,

• Online digital upskilling courses,

• Effective communication skills courses,

• Commercial and Complex Conveyancing Masterclass,

• Various areas of practice designed in collaboration with the Law Society committees (such as the Litigation Committee, the ADR Committee),

• Wellbeing events,

• Regional Skillnet cluster events, and

• A Suite of online social media courses.

We also offer bespoke in-house training, which can be delivered in-house at an agreed venue. Full details of the CPD programme can be found on the website. Professional Training also produces a monthly e-zine with updates on CPD events. All training events can be booked online, by phone, or by post. For further details and assistance, email professionaltraining@lawsociety.ie.

For over 20 years, the award-winning Diploma Centre has been providing part-time postgraduate courses specifically designed for solicitors, with a selection of its courses tailored for in-house lawyers. The Diploma Centre offers a range of certificate and diplomas courses, two LLM programmes, and a Professional Doctorate in Law. It has a loyal, highly knowledgeable faculty of lecturers who draw on years of practical experience in the delivery of course content. Their expertise, combined with a unique blended-learning model, allows the Diploma Centre to constantly deliver top-quality courses in a way that suits busy professionals.

The Diploma Centre’s supportive student-centred model ensures that the needs of course participants remain the focus of its approach. In addition to the courses, it offers an annual CPD bonus conference, meaning that Diploma Centre course participants are able to satisfy their annual CPD requirements. The delivery of courses offers maximum flexibility and is designed with busy working professionals in mind. All sessions are recorded and available to view on demand.

The Diploma Centre regularly offers courses that may be of interest to in-house solicitors, including:

• Certificate in Commercial Contracts,
• Certificate in Company Secretarial Law and Practice,
• Certificate in Data Protection Practice,
• Certificate in Enforcement for Public Bodies,
• Diploma in Employment Law,
• Diploma in Finance Law,
• Diploma in Technology and IP Law,
• Diploma in Compliance and Risk Management,
• Diploma in Corporate Law and Governance,

• And many more, such as conveyancing, immigration law, healthcare law, sports law, insurance law, entertainment and media law, and environmental law.

For a full list of courses, please visit lawsociety.ie/diplomacentre or, for assistance, contact the Diploma Centre at diplomateam@lawsociety.ie.

Certificate in Strategic Leadership for the In-House Lawyer

The Certificate in Strategic Leadership for the In-House Lawyer continues to be a popular course that is offered annually. This certificate is geared towards in-house counsel in both private commercial and public-sector organisations who wish to contribute to the growth and direction of their organisation through the development of their own in-house practice. The course harnesses participants’ commercial awareness and focuses on developing the capability to identify opportunities for expansion and innovation, along with the know-how to take advantage.