Rosemary L. Corsetti, a shareholder in the Health Care Section of Buchanan Ingersoll & Rooney's Pittsburgh office, was quoted in an article published in the May 2009 edition of InsideCounsel Magazine. The article titled, "Tough Calls," discussed how tricky it can be for in-house counsel to draw the line on ethical decisions.

Corsetti contributed to the article's "Case 2 — Reporting Rights & Wrongs."

As explained in the article, "In today's climate of intensified individual accountability, there's an ever-growing queue of certification-seeking auditors outside the GC's office. But signing off on everything that comes across your desk is ethically dodgy."

"We as lawyers, under our code of ethics, can only sign what we are competent to sign," Corsetti said.

The article described Corsetti as the "straight-speaking general counsel of Covenant Dove, a Memphis-based chain of 38 nursing homes. Corsetti has a direct method of confronting gray areas. She draws a line in the sand."  

"The auditors come forward and say, 'Sign these affidavits that show the company is in compliance with all these laws,'" she said. "A lot of those audit requirements are more in the purview of financial people. I'm not the one who keeps the books, so how can I, as a lawyer, say that everybody is doing what they are supposed to do? I have a real problem with that. It's not that the company is doing something wrong, but how do you know what people are doing on a day-to-day basis?"

"The pressure is: 'You know, your CFO already signed off on it, aren't you going to rely on him?' Well no, if something comes back to me, you're going to ask me why I signed it," she said. "The CFO is closer to it. They should sign it. That's the part of the business that they run."

"Auditors who are under heightened scrutiny themselves often lump general counsel in with other C-level executives and are insistent on getting their signatures," the article explained. "Corsetti acknowledges that a lot of large company lawyers may also be CPAs or MBAs and perfectly capable of financial certification. But counsel whose expertise is limited to legal matters — as is the case with many small-department counsel or solo GCs — should resist any pressure to step beyond their formal role."

"I have asked for amendments to the affidavits as they relate to me as general counsel," she said. "In my knowledge as general counsel, and not as a finance adviser to this organization, this is what I know."

"That approach upholds her ethical responsibilities," stated the article, "but she admits it goes over like a lead balloon."

"It's not easy," Corsetti said. "There's a big pushback and they don't like it one bit. Because they're trying to protect themselves, the auditors' requirements are so detailed that they put senior management on the spot. That really puts the in-house counsel in a bind. I try to limit my role to [that of] a lawyer."