Cop or Consigliere? The Dilemmas of In-House Counsels in the French Retail Business

Friday, June 24, 2016: 4:15 PM-5:45 PM
119 Moses (Moses Hall)
Sebastian Billows, CSO Sciences Po CNRS, Paris, France
French supermarket chains are heavily regulated by the state. The French retailing sector has become highly concentrated: since the 1990s, the market is dominated by seven large corporations. Such concentration has allowed supermarket chains to exercise high levels of pressure on their suppliers. In order to protect suppliers, the French state passed several laws. Those laws were supposed to prevent supermarket chains from demanding unsustainable price cuts from their suppliers. Faced with those new regulations, supermarket chains hired in-house counsels. At first glance, the task assigned to those in-house counsels was straightforward: implement within the firm the regulations passed by the state. Regulations and the threat of prosecution are used as a rhetorical resource by those professionals. When commercial staff are reluctant to implement the legal department’s internal rules, in-house counsels accuse them of breaking the law and increasing the risk of a lawsuit. Acting like a corporate “cop”, however, is a double-edged sword. Much of the firm’s profits relies on bending the regulations protecting suppliers or implementing them in a creative way. Major business decisions are made taking into account the leeway offered by the legal environment. In-house counsels sometimes take part in those decisions. However, this alternative role as “consigliere” is inconsistent with the role of “cop”. If in-house counsels are perceived as too nitpicky about the rules, they are no longer invited to the meetings where businesspeople decide how they are going to bend the rules. Conversely, if in-house counsels are perceived as too cynical about the rules, they lose the legitimacy that allows them to act like corporate “cops”.