The legal and compliance departments in organizations have more influence than ever before. Why then are companies so vulnerable to legal liability? The problem may not be with talented legal professionals, but with the lack of legal knowledge held by MBAs and other business school graduates that make day-to-day decisions in modern organizations. Firms can close this knowledge gap and minimize legal liability by training their managers in legal astuteness--the ability of a manager to address legal issues successfully--by instilling four essential traits: respecting the rule of law, recognizing legal issues, resolving problems proactively, and reporting complex legal issues to experts. Job candidates should also be screened for traits of legal astuteness. A legally astute candidate, especially a graduate of a business school that requires legal education for all its students, can be a cultural ambassador for legal astuteness and a valuable liaison between legal and compliance departments and the candidate's functional area. A legally ignorant candidate will require significant training and a frank assessment of the legal risk they bring to the organization. Modern firms in today's legal environment face two choices: hire a legally astute manager now or deal with a compliance headache later.

But this limited perspective of the law does not explain how some leading companies, such as Qualcomm and the Walt Disney Co., have managed to deploy their legal departments to shape the legal environment in order to secure long-term competitive advantage. In their research, the authors have developed a framework that can help executives identify the different ways in which legal strategies can be used to achieve various corporate goals, including the identification of value-creating opportunities. The framework consists of five different legal pathways, which the authors describe using examples such as Qualcomm, Microsoft, United Parcel Service and Xerox. In order of least to greatest strategic impact, the five legal pathways are (1) avoidance, (2) compliance, (3) prevention, (4) value and (5) transformation. In the avoidance pathway, managers see the law as an obstacle to their desired business goals. Companies operating in the avoidance pathway will often have lax internal controls or a failure to perform due diligence, and this approach can lead to disaster. Companies in the compliance pathway recognize that the law is an unwelcome but mandatory constraint, and they think of compliance basically as a cost that needs to be minimized. For businesses in the prevention pathway, managers take a more proactive approach, using the law to preempt future business-related risks. The value pathway represents a fundamental shift in mind-set, from risk management to value creation; managers use the law to craft strategies that increase ROI in ways that can be directly tied to a profit-and-loss statement. For companies in the transformation pathway,executives have integrated their legal strategy not only within the organization's various value-chain activities but also with the value chains of important external partners.