This course focuses on the unique aspects of working as an employed lawyer within an organization. Practice in this setting (whether as the sole in-house lawyer or one of several hundred lawyers around the world) can be intellectually challenging as well as personally and professionally fulfilling. In-house practice can also involve issues and risks which are different from practicing law in a firm. Students will learn about the role and function of in-house lawyers; how to understand and analyze how legal departments within organizations are organized and managed; how to decide whether, and how, to retain and work effectively with outside counsel; and how to recognize, analyze, and deal with special ethical and policy challenges for in-house counsel, including compliance, attorney-client privilege, ethical dilemmas, as well as government prosecution of in-house attorneys.