The Law Society of England and Wales has issued an ethics framework to assist in-house solicitors in navigating the complex ethical challenges inherent in their role as both legal and business advisers to their employers. In-House Perspective takes stock of the ethical challenges facing in-house teams and the support available.

Earlier in 2025, the Law Society of England and Wales launched a framework designed to help in-house solicitors tackle ethical dilemmas. Created in collaboration with the Inter-Disciplinary Ethics Applied Centre at the University of Leeds and intended to complement the Solicitors Regulation Authority’s guidance aimed at in-house solicitors, the framework seeks to empower general counsel to ‘speak truth to power’ by providing them with free tools, resources and templates to handle difficult ethical situations.

The initial phase of the project has involved scoping key ethical challenges, such as navigating ESG concerns and addressing requests to facilitate activities that, while lawful, might be contrary to the public interest.

In-house lawyers regularly work under enormous legal, ethical and commercial pressures, with their role as both adviser and employee making it difficult to draw clear lines, particularly when legal compliance alone doesn’t resolve an ethical tension, says David O’Donnell, an officer of the IBA Professional Ethics Committee. ‘A framework can help to clarify expectations, reinforce professional independence and give lawyers practical support when facing “grey area” decisions.’

Typical ethical issues general counsel face include conflicts of interest – particularly in terms of balancing their duty to the company with the personal interests of management – and maintaining lawyer-client privilege where the line between providing legal and business advice becomes blurred. They might also encounter a pressure to prioritise commercial interests over professional duties, for example.

‘In-house lawyers are also increasingly being asked to advise on ESG, AI and data management – all areas where legality and ethics can diverge and where “doing the right thing” isn’t always clearly defined,’ says O’Donnell, who’s a partner at Mason Hayes & Curran in Dublin.

In-house lawyers sit right in the middle of competing pressures, says Robert Montanez, Founding Partner of Montanez Yu Personal Injury Lawyers, California. ‘The business wants results, regulators want compliance, and the public expects integrity. That’s why ethics frameworks matter. They give structure to those grey areas where something might be legal but still feel wrong. It could be a formal code of conduct, a whistleblowing process or just a clear workflow for flagging conflicts before they escalate.’

Ethical frameworks are helpful particularly for sole general counsels working in smaller companies, where appropriate support and sounding-boards may not be available, says Natalie Abou-Alwan, General Counsel at BP Oil International Limited. ‘Generally, these work best if they are embedded as part of a company’s publicly available values and behaviours. Compliance teams within larger organisations tend to “look after” questions around ethics, but more often than not, they defer to their colleagues in Legal.’

The Law Society expects that, by using the framework, solicitors will be better able to meet their regulatory requirements, fulfil their ethical responsibilities and positively influence the overall ethical culture of their organisations.

Creating a framework is one thing – but it must include the right ingredients, and not be static, instead evolving as times and the challenges lawyers face change. ‘An effective framework needs to be practical and principled and should include guidance, examples and templates that help lawyers critically think through ethical challenges,’ says O’Donnell. ‘The UK framework has many of these elements and is a good example of how to encourage reflective, principled decision-making rather than simply ticking a regulatory box.’

Ethics should be made part of daily decision-making and not treated as an afterthought, Montanez says. ‘It’s how you catch problems like conflicts of interest or reputational risks before they spiral. But these frameworks only work if leadership supports them. Without buy-in from the top, they’re just policy on paper. You get that buy-in when you show that ethics isn’t red tape, it’s risk management and brand protection,’ he explains.

AI-driven decision-making, ESG compliance and the rise of global operations all make ethical challenges more complex and create ethical grey areas where existing laws may lag behind, says Jay Yu, estate planning lawyer at Yu and Yu Law, California. ‘That’s why frameworks must evolve, and not just as rulebooks, but as living systems supported by regular training, scenario-based workshops and internal audits.’

To varying extents, jurisdictions instil ethics in general counsel through continuing professional development, ongoing training in compliance and ethical decision-making and codes of conduct backed by regulatory oversight. Innovative ethics training often comes from academic institutions and corporations, however. For example, Harvard Law School’s Center on the Legal Profession has produced research on the ethical infrastructure within in-house teams, which highlights weaknesses and best practices. The law firm White & Case partnered with two law schools – Fordham and GIMPA – to establish the African Centre on Law & Ethics in 2024, which offers legal ethics training to lawyers across the continent. 

Australia and Canada are ahead of the curve on ethics training, while Ireland has an increasing focus on ethics as part of the solicitor’s annual continuing professional development requirements, O’Donnell says. ‘The UK framework is a welcome move by the Law Society in the same direction, building on the existing principles and codes – a sign that the profession through its representative body is taking seriously the need to support in-house lawyers in exercising ethical judgement, not just technical skill,’ he adds.

Ethics can be effectively regulated through a combination of a clear and accessible framework, strong leadership by example, mandatory training and robust reporting and auditing systems as well as whistleblowing policies, says Rachael Gregory, a partner at Grosvenor Law in London. ‘Culture is also vital, though – a comprehensive ethical framework relies on fostering an internal culture that prioritises integrity, accountability and transparency through policies, regular assessments and consequences for misconduct,’ she explains.

Laws can be created, but loopholes will always be found if a company is minded to seek and exploit them, says Abou-Alwan. ‘Ethical issues are usually more subjective, which is what makes them harder to regulate. You either want to do the right thing, or you don’t and if you don’t, you will always find ways around things.’

Companies set values and behaviours as a way of attempting to codify ethics on a wider level but detailed policies and procedures are harder to establish as ethical issues fall into both the compliance and legal areas, she says. ‘Really, however, the business teams need to drive ethical values by living and breathing them on a day-to-day basis. This goes to the overall culture of a company,’ she adds.

Regulation can only go so far as ethics can’t be entirely legislated for, agrees O’Donnell. ‘What’s needed is a balance between clear standards and a culture that encourages open discussion rather than fear of disciplinary action. In Ireland, as in the UK, there is growing recognition that continuing professional development should include practical ethics training, particularly for those in-house, who face distinct pressures compared to private practice,’ he says.