At Weil, we consider ourselves strategic business partners with our clients – you, the general counsel of large public companies, complex financial institutions and sophisticated private equity firms. In my 35 years practicing and running the firm at Weil, I have seen how tremendously the role of general counsel has evolved and expanded over the past four decades. The legal head of a large organization has always borne the heavy burden of ensuring excellence across their legal departments, management and oversight of all risk mitigation systems, and the development and enforcement of quality corporate governance protocols. But today, we are seeing the fusing of all these responsibilities with the business operations and over-arching corporate strategy. Senior lawyers are expected to be providing business judgement as well as legal judgement.

As a result, I’ve seen the role that we play, as outside counsel to our clients, also shift in that time. As we heard from the in-house lawyers who contributed to this report, there is now an interconnectedness of all business, strategic and legal issues. We carefully analyze legal issues for our clients, but we do not stop there. We supply commercial and business judgement, to help them answer that key question: ‘What should I do here?’ This makes for a dynamic time to be a lawyer, whether you are in-house or outside counsel.

I’ve also felt, more and more in recent years, that the legal leaders in organizations are expected to be responsible and responsive corporate citizens – far beyond the walls of their organization. We have always embraced that at our law firm, but now employees want their leaders to have an active voice on global issues that are impacting their lives – whether in or outside of the workplace. Again, this provides in-house legal teams and corporate management with a real opportunity to engage in a dialogue with their employees and address important cultural and social issues. It can forge and strengthen the bonds of loyalty so vital to an organization’s success.

There will always be new and changing developments to the practice of law and the issues facing in-house teams. What will never change is the need for bright, driven, collegial, diverse and adaptive lawyers to fill these roles. As the world and businesses grow more complex, the in-house leaders, including those profiled in these pages, will have the opportunity to be business as well as legal strategists. It’s exciting times, and I congratulate all of the dynamic and diverse GCs featured in this issue.

Barry Wolf Executive Partner Weil, Gotshal & Manges LLP

I was one of these people who actually did not have a burning desire to become a lawyer. I was much more interested in public service, politics and policy, and I decided that I needed to go to law school so that I could have a marketable skill if a career in public service didn’t work out. But I discovered, to my surprise, that I really enjoyed the law.

I spent the first part of my legal career as a federal prosecutor. After I left that, I ended up spending several years at a law firm where I learned civil litigation. But I always harbored my love for public service and so when President Obama asked me to join his administration, it was a great honor and a privilege to go back to the Justice Department, first as the head of the Civil Division (which is the largest litigating division at the DOJ, with 1,000 lawyers) and then eventually as the third most senior official in the Department.

When I was coming to the close of my time at the DOJ, I knew a few things. I did not intend to remain in the administration to the very end, and I didn’t necessarily want to go back to a law firm. When you’re the Associate Attorney General of the United States, that’s sort of like being the general counsel of the Justice Department. There’s a set of skills and talents which are transferable to being the GC of a large company.

It’s always helpful to have the perspective of the regulators and to understand what they are trying to accomplish. I think oftentimes we find ourselves operating in stereotypes – if you’re in the public sector you have stereotypes of what you think people in the private sector are like, and vice versa. The experience of being on both sides of that line helped me to appreciate that there’s actually a lot of common ground and a real opportunity for people to reach resolutions that are mutually acceptable, but also to work together in a very collaborative way.

The other thing that was helpful was the experience of managing a large organization with many competing interests and, of course, one filled with lawyers. Being able to figure out how I could be most effective in that environment was extremely helpful when I became the general counsel of PepsiCo. And it’s extremely helpful to me now.

The learning curve at PepsiCo was steep, because I had never been in-house before. I had never been a business partner before. That made it critical that I immediately learned the business as best I could – and that’s exactly what I did. I got very granular, talking to business leaders and business colleagues throughout the company.

There’s no substitute for really learning the business, because your value as a lawyer to your business colleagues is enhanced when you really understand the problems they’re dealing with from their point of view. I think it helps you to come up with more creative solutions, and it helps you to give them advice that is actionable and useful.

That’s exactly what I’m doing at Uber – spending a lot of time with my team, the business teams, and spending a lot of time in the field, in markets like Latin America, which is currently our fastest growing market.

The greatest thing about Uber is that this is a company that is like no other. It offers a job or an economic opportunity to more people around the world than any other company on the planet. That is an amazing reach. This business model is so robust, it is so widespread, it has its reach in so many corners of the world, that you become very aware of the public trust that you have – because so many people rely on your platform to either move themselves or their loved ones from A to B and so many people rely on this platform for economic opportunity. So many cities are increasingly relying on the data we have on our platform to help them make better planning decisions so they can become more sustainable places for their citizens to live and work. To be a part of that, to be an engine for that, and to be able to advise on the development of that is extraordinarily exciting.

The other thing that’s really extraordinary about this place if you’re a lawyer, is that you work on issues which, if they get themselves into the court system, almost inevitably become issues of first impression. It means you are forging the law, you are on the cutting edge of creating a legal framework for the gig economy – and for a lawyer, that is an incredibly exciting environment to work in.

One of the things that being at a company like Uber forces you to do is to look at the existing paradigm, the existing legal framework, and then think very creatively and innovatively about ways in which you can address the basic values that that framework is trying to protect and do it in a way that actually fits the reality of how people live and work.

For instance, something that’s at the heart of our business model is the independent contractor model – the question of whether Uber is an employer of drivers or whether those drivers are independent contractors. We’re all operating within a framework that was constructed for very good reason over a century ago, and the question – can we preserve the values that framework is seeking to protect, creating a safety net for individuals when they change jobs or decide to move to a work environment that allows them to value their time and their freedom and liberty and flexibility? – can’t be a false choice between flexibility and having an array of benefits or a safety net that will help people retire with dignity, that will protect them when they get sick. Being a part of really pushing that conversation and creating a new legal paradigm that fits today’s reality and today’s economy – being a lawyer at Uber gives you the opportunity to play a very significant role in that.

One of the things I’m most proud of here at Uber is that we were able to resolve what was our biggest private litigation, the Waymo case, so quickly. I think the fact that we were able to resolve that and the way we were able to do it not only demonstrates that we’re serious about turning the page on the way things operated and that we are serious about striking a new tone, but I think it also creates a path to greater collaboration and co-operation with a company that, just a month ago, was a big adversary.

One of the things I’m most proud of at PepsiCo is that we were able to really enhance our position as an ethical business leader while I was there. I’m excited about bringing some of the innovations and approaches that we developed when it comes to compliance, ethical leadership and integrity in the way that we do business from PepsiCo to Uber.

The other thing I’m proud about at PepsiCo is the work we did to enhance diversity in the legal profession. We were able to create incredibly diverse legal teams, because we know that when we bring diverse voices around the decision-making table we can make better business decisions, and I look forward to doing that here.

Particularly in technology companies, like this one, where there’s a premium placed on innovation and on speed, the general counsel role is extremely important. I always focus on the ‘counsel’ part. You cannot come to this role and think of yourself as a lawyer. You have to think of yourself as a counselor and partner who can provide legal advice – but also general counsel to your business partner on legal, business, policy and reputational issues.

I don’t think Dara [Khosrowshahi, CEO at Uber] has ever asked me what’s the law on this, or what’s the law on that. He needs to know my judgement and my approach – and that will be informed by my legal judgement, but what he’s looking for is counsel. That is really what I want all of my lawyers in the legal department to begin to think of themselves as – they are business partners who need to give sound counsel to their business colleagues – and if someone is interested in this role, that’s what they have to prepare themselves to do.

I have always been attracted to public service. A number of my colleagues from my time at Gibson Dunn had gone on to serve as solicitors general in state attorneys general’s offices. Those offices provide unparalleled opportunities, such as the chance to argue appeals and challenge areas in which the federal government has exceeded its powers and placed onerous regulatory requirements on the state. So I was very grateful to have been offered the opportunity to work in the West Virginia solicitor general’s office.

In 2017, I became the general counsel of the FCC. I’m primarily responsible for two components – reviewing Commission rules and orders to ensure they are legally sustainable, and defending those actions in court. I also oversee units that deal with fraud and bankruptcy issues, as well as various internal issues like employment matters. In West Virginia, I supervised four or five attorneys at any given time. Now, I oversee a team of more than 70 lawyers, so I’ve had to focus a lot more on learning how best to allocate my time, how best to delegate, and who are the best people to delegate various issues to.

I came into this position with very much a generalist understanding of administrative law and appellate law. And while I had done some communications work in the past, I definitely rely on staff to brief me on particular areas that require a lot of technical or substantive expertise. But one benefit of bringing a generalist perspective is that I’m in a good place to understand what sorts of questions and issues a judge might have and how they will approach reviewing a particular Commission action, and to ensure that what we’re doing is likely to be upheld in court.

I think the first few weeks in the role were probably the most challenging – you really inherit a whole world when you come into a federal agency, and so the early days are occupied with learning new names, learning people’s responsibilities, and learning the various practices and processes at the agency. Once you’ve had some time to reflect on that, then you can start to think constructively about what’s working, what’s not working, what you’d like to change and what you’d like to improve.

Along with one of the new deputies that came in with me, I spent a lot of our early weeks scheduling meetings, both with different team leaders from the office of the general counsel, as well as with our stakeholders in the agency. That meant they could put a face to a name and we could show that we could learn about what they were doing and also how we could improve the relationships between the office of the general counsel and other offices within the agency. We have tried to create an open door policy so that folks who have pressing issues can come to us directly. That’s the way in which we tried to immerse and integrate ourselves early on.

Oftentimes, the perception of a general counsel, whether it be in a federal agency or in the private sector, is of someone who has the unfortunate responsibility to say no a lot of the time, and that person takes on a reputation for impeding progress within an organization. I think that a GC certainly needs to be aware of the legal prohibitions, and there may be times when they need to say no, but that person should also think of themselves as a facilitator, to help further the agency’s mission consistent with the law. In the gray areas, the general counsel needs to be clear in articulating what the various legal risks are, but to also help the organization achieve its objectives.

Unlike in the private sector, we don’t have the option of using outside counsel to represent us for particularly challenging or time-intensive matters. That’s part of the challenge, but it’s also part of what makes the job exciting. At the FCC, we have our own in-house litigation division, so that’s different from some agencies, who rely exclusively on the Department of Justice to handle the cases that end up winding their way to court. It allows us to be more holistic in how we approach legal problems, evaluating at the outset whether the rules or the orders that we’re adopting are easily sustainable – with one eye towards what sort of arguments we can make if they are challenged in court.

Another consideration is that attorneys in private practice divide their time amongst multiple clients, but when you work for the government, your client is ultimately the people. This means there’s much more focus on how the positions you’re taking will serve the public interest as a whole – not only in the case in front of you, but also long after you’ve left office.

One benefit of being in a management position working for the state is that it allowed me to be a lot more entrepreneurial. The attorney general was very receptive to attorneys coming up with ideas of how best to further the state’s interest, even if that meant initiating a law suit in federal court to challenge federal rules as unlawful. Because we had a lot of authority and ability to think of creative solutions, there was also a lot of trying to stay on top of legal and political developments in the news and trying to ascertain how we could best further the agenda of helping the people of the state when the federal government passed a rule that could adversely affect their interests.

Another thing a general counsel in federal government can do is focus on institutional issues that will affect the agency – not only in your time – but also in the future. There are some perennial issues that agencies encounter, like: how do we fund our programs and activities, how do we manage documents and data collection preservation? While these are not issues that take up a majority of my time, they are mission critical, so they are opportunities to think through how to set processes and procedures in place that will be consistent with both our legal obligations but also introduce efficiencies into the organization so that future people who come into my position will benefit.

Looking ahead, the increasing complexity of the modern administrative state will mean that general counsel are going to need to be much more interdisciplinary and also conscious of what their counterparts are doing in other agencies. There are a lot of areas where agencies share jurisdiction, where jurisdictions overlap, where consultation is required by law, or where review is necessary before action can be taken. So it’s increasingly important for general counsel to know what those requirements are, who to call at other agencies to get things done, and who the different stakeholders in the process are.

I also think that keeping on top of technological developments is going to be important. The tools that lawyers are using to do their work are constantly evolving, and the role that social media is playing in government messaging is evolving. And in the private sector, with respect to a lot of the entities we regulate, oftentimes the law may not evolve quickly enough to catch up with technological change. These factors are going to present challenges for lawyers to exercise good judgement in determining how existing laws apply to new technological developments and unforeseen situations. The answer in a lot of these cases will be for the federal government to get out of the way of competition and technological developments that are occurring.

There are two pieces of advice that I would like to give other attorneys.

The first is to be flexible in your career path and open to taking risks when a new opportunity comes your way that excites you. I would never have believed it if you had told me a few years ago that I would be deputy solicitor general of West Virginia, and then general counsel of the FCC, but those opportunities have been both a really enjoyable and rewarding experience, and I would encourage other lawyers to do the same.

The second is that it’s really important to cultivate a reputation for integrity and excellence among your peers starting in law school, because those are the people who one day are going to be in a position to speak to your character and your qualifications if the right opportunity comes along.

I think there are a lot of lawyers who have a vision of their career when they first start out, but I was not one of them. I didn’t have a plan to become a general counsel, for example. I simply had the good fortune of meeting the right people at the right time and being open to new challenges. My career path has been about the people that I’ve met who have been my advocates and promoters along the way.

I started my career clerking for a judge who is now the US Senate Majority Whip, John Cornyn. He was someone who really valued his staff’s views and insights, and I wanted to be a courtroom lawyer in front of judges who respected me like the judge I worked for did.

But as I said, my path has been about the people I’ve met along the way. It was for its people that I chose to go to Southwest Airlines to be head of litigation. Southwest is an airline that was founded by a lawyer (Herb Kelleher) who made it his mission to ‘democratize the skies’ in the US – to make it possible for everybody to be able to fly. I was fortunate to have been a part of that for over nine years.

The opportunity at Spirit AeroSystems arose, and again it was due to a prior relationship – somebody I worked for in the past recommended me for the job. Spirit was an opportunity to go from an airline to an air structures manufacturer, getting to be a part of a global business with operations in the UK, France and Malaysia, as well as multiple places in the US.

To come to the general counsel role was a big leap for me, and I was fortunate that in the past I had had a very diverse litigation practice that included, for example, corporate governance issues. Also, in private practice, I had worked as part of the defence team for CEO Kenneth Lay in the Enron litigation in the US, which was, of course, a huge changer of basic corporate governance tenets. At Southwest Airlines, I also got to do a lot of regulatory oversight, corporate investigations and the integration of another airline. All of those things were very helpful for prepping me for being GC, at least in terms of the legal role.

But the biggest leap was the business, and going from an airline, which is essentially customer service, to aerospace and defence manufacturing. That was an enormous learning curve, and remains so. I read everything I could get my hands on before I got here about the industry. There were people within Spirit who I reached out to, to learn what we do and how we do it – for example, taking tours of our manufacturing facilities, walking through the plant floor to see what we make and talking to the people who make these aircraft structures, and also spending time digging in with our corporate controller to learn the very different financial and accounting aspects of a manufacturing business versus an airline.

At the time, the best advice I could have given myself is that I don’t have to learn everything today. In the first few months I was here, I felt that I needed to know everything right away and, in all of the work that I did trying to learn as much as I could, I neglected myself. Have a plan for all the learning that you need to do, but make sure you are making time to sleep. Taking the job meant moving my whole family to a new city. I have children, and I did not sufficiently take into account what that transition would be like for us on a personal level. So I think you have to learn that you don’t have to know it all on the first day. Have your plan and make sure you take care of yourself in the process.

The things that I find most rewarding really centre around people that I’ve had the privilege to lead who have gone on to do tremendous things in their careers or try new challenges. I’ve been most proud of the teams that I’ve put together and the smart people on those teams. On the flip side of that, the most challenging moments have been ‘people moments’ – learning how to adapt and work with people who don’t operate with the same core principles and values as I do. It’s really tough to stand on an island alone, but sometimes you have to do it. At Spirit, we’ve just begun the journey of shifting our culture and our values, so those most challenging moments are learning that not everybody yet has bought into those core values and principles, and having to learn how to influence people to get on board.

Fortunately, the single most valuable thing that contributed to my view of leadership was the leadership program that I went through at Southwest Airlines. I was actually the first lawyer to go through it, and it taught me the importance of having a core set of principles and values and instilling them in people across your business, so that everybody is operating from the same set of guidelines in making their business decisions. I think that’s no different from understanding your company’s risk appetite or strategy – if you don’t know what those things are, you don’t know the framework for the decisions that you need to make.

Since I’ve been here, I have expanded my leadership to our compliance team, I have taken on our global contracts team, and I will be taking on the information security team – the chief information security officer we’ve just hired will report to me. As you see the general counsel role expanding to really influence business strategy, I think it will also expand to have more leadership of some of these non-legal areas because of the interconnectedness of them. Most businesses will benefit from a general counsel who has some oversight and an intimate involvement with all those other foundational elements of the business.

There are other things throughout my career that helped prepare me for my job at Spirit. I had stepped into my role at Southwest Airlines at a time when e-discovery was just coming into effect, and so I was able to be pretty innovative in the leadership there in getting us to a sophisticated state in our litigation practice. Coming to Spirit, I would say I’m bringing innovation, but it’s not new things; all of the things that I did at Southwest I’m bringing here now. Spirit just hadn’t had the opportunity or the need to get current in the same way.

For example, I have started doing something that’s pretty common in our industry, but wasn’t common at Spirit, which is unbundling the legal services. We’re not hiring law firms for every aspect of a litigation matter or due diligence, for instance, because there are non-traditional legal service providers that you can couple with a law firm, which are a lot more cost-effective. We’re bringing in things like technology-assisted review and artificial intelligence, which started in e-discovery and now we’re expanding over into revamping our contracts management. If you can use tools like AI to help you gather more information about your state of compliance and contracts management, then you’re going to equip your lawyers to deliver much more efficient and practical legal advice.

I think this represents a broader trend. I’m surprised we still have as many very large law firms as we have. At Spirit, we do hire large multinational law firms, but I am personally a fan of smaller practices that I think deliver better value for the client, depending on the matter. There are times when you need a firm with a global presence, but I continue to believe that we’re going to see more boutique-style law firms that really understand their clients’ need for practical advice that furthers their business goal. And I really think we’re going to see more service providers in this area where we’ve unbundled various things. There are companies that are not law firms, but which have lawyers you can use on a project basis with your law firm partners on matters – sort of an ‘à la carte’ menu where you can piece together what you need. More law firms will, I hope, start to see the benefit of partnering with those non-traditional service providers.

I think that coming from an in-house role to the GC position is an easier transition than going directly from being a partner in a law firm, because the role is so different. Being the outside lawyer, you don’t have the perspective of the consigliere. Although folks can obviously be successful that way, I think that’s a bigger jump.

I would have loved to work in more industry sectors! But I think the unique thing about entertainment is that once you’ve started down that road, if you try to interview outside of the industry, there’s a lot of scepticism. People wonder why – it’s a desirable, sexy industry and people are more often trying to break into it rather than break out of it.

I have loved the job since I’ve been here because of the variety that it presents. One day I’m working on an FCC filing, the next day it’s a shareholder litigation, the next day it’s a big contract with our biggest licensing partner. I also like the opportunity to really feel like you are making an impact at the highest levels on the direction of the company – that’s something I hadn’t experienced before I became general counsel.

Just as I was starting the job, Starz went through something that was pretty unprecedented for the company – it was dropped from one of its distributors. Going through that entailed a lot of regulatory and political work, as well as transactional negotiations that was a huge challenge for me and for the rest of the company. Coming out of it with a deal was something that I’m proud we were able to achieve.

The general counsel position is in essence a generalist role. You’re not just the transactional lawyer, you’re also looking at litigation, regulatory issues, political issues, all of those things, and I don’t know that it’s very easy to get that experience prior to taking on the role. I was primarily a transactional lawyer – IP and entertainment – so I had done the corporate M&A stuff, the securities stuff, and also done IP and entertainment licensing and distribution, but I hadn’t done litigation. I had been involved, but I wasn’t the one leading litigation. I hadn’t done production work to the extent that I’m now responsible for. The best preparation you can do is to get involved in a lot of different things and try to get the broadest experience as you can. Even as a transactional lawyer, I would support litigation, which was useful experience.

When I was at Sony, I had been doing a certain type of entertainment work; I was good at it and it was my area of expertise. But after five plus years of doing that, I obviously wasn’t learning as much – it was like the back of my hand. I was looking around at other opportunities within the company and somebody advised me to consider another area in order to get experience I didn’t have. My response was: ‘Yeah, I’d be willing to try that, but I wouldn’t want to give up what I have now.’ I wanted to take on new things, but I didn’t want to let go of what I had.

The person wisely said: ‘You already know that stuff, it’s on your résumé, nobody can take that away from you. Everybody will know that you are an expert in that stuff after having done it for five or six years, so it’s ok for you to let that go in order to take on other responsibilities – and it will be better for your career growth.’ He really encouraged me to let go and make room for new things, and I thought that was really great advice. As soon as you’ve mastered something, it’s time to move on and get some other experience.

I’ve always told my teams, whether it was at Sony Pictures, Lionsgate or at Starz, that we need to advise the business not just from a legal standpoint, but from a strategic standpoint. When you think about a contract, the parts that are purely legal are all pretty boilerplate and a very small part. Our role is to bring up all of the concerning business points that might come up in a contract: does it really make sense for this agreement to be non-exclusive, does that fit with our strategy? Does it make sense for this to be a long-term deal? Maybe we want more flexibility to do this other thing next year? It’s really advising on the business strategy and what you see coming up in the future to help them achieve their business goals. I feel like I’ve been doing that since I started being a business lawyer and this is just a little bit more official now that I am general counsel.

I’d like to think that there was a move towards having more women in the GC role. I don’t know if I would say that mentoring and nurturing of diverse attorneys is increasing in the entertainment industry, but the Weinstein scandal may bring on some change. Maybe it will make women feel a little bit more emboldened to speak out about the need for diversity in the workplace – they can now point to that, so it doesn’t have to be so personal. Companies are letting go of people for all sorts of reasons related to the Weinstein issue, and it’s exciting to see that change is happening. I don’t know if it’s going to be sustainable, but there’s definitely more awareness and sensitivity than there ever has been before.

Working at a dotcom was the first time I really got inside a business and became part of the leadership team – and obviously the dotcom era was a moment in time that was incredibly instructive for people to understand what a bubble looks like.

Some things were very different to my role now at Nielsen, and some things were very similar. It was more of a start-up environment, the legal department was much smaller, and it was largely a US-driven company. Nielsen is a much larger department, and it’s a much larger, global company. That said, the fundamentals are pretty consistent across the board. You’re trying to help grow the company, do so in an ethical, compliant way, and you’re continuing to try and be creative as you address issues.

In legal services, I think there are certain consistencies and evolutions. Technology is very different now to when I was in-house last time, and I think technology will likely be very different five, ten, 15 years from now.

If you’re in a small organization, the opportunity to have a broader role is greater. As an organization grows, things tend to get a little more siloed and remits tend to narrow a bit. But on the other hand, CEOs for the last decade or so have really begun to see that general counsel with certain skillsets and temperaments can add value in areas beyond the traditional scope of work assigned to a GC or CLO.

One thing I’m seeing in other companies – and have experienced myself here at Nielsen – is that the remit of the general counsel tends to be expanding. For instance, I joined Nielsen as the CLO and had responsibility for the legal department. Since then, my remit has expanded to include security, corporate social responsibility, government relations and public policy, as well as enterprise risk management. The job is becoming broader (which I happen to like) and I think boards and CEOs are recognizing that a GC may bring a host of skills that extend beyond simply running a legal department.

I don’t know exactly what I expected when I became general counsel at Nielsen, but it is different. In a law firm, you’ve got a large portfolio of clients, but once you go inside, you have one client. It can be a large, complicated client, which Nielsen is – with around 45,000 people spread across the globe in more than 100 countries, and multiple businesses in various legal and regulatory regimes.

You get much more involved in the business of the company in a leadership role. The kinds of things that cross your desk are incredibly diverse, and as diverse as private practice was, this is much more so.

Another key difference is that as outside counsel you try really hard to develop close relationships with your clients, but there’s a certain distance that you’re never going to be able to overcome, regardless of how good you are. Ultimately, you give advice and then the client takes that advice as an input and makes a business decision. When you’re inside, you give that same advice, but you live with that decision. You can’t walk away, so you have to own it from a perspective that’s not simply about what the law is, but what the company’s risk analysis is, what the business’s objectives are, and a whole host of other factors that you need to synthesize.

The hierarchy of a corporate structure is much more defined than the hierarchy of a partnership. That colors a lot of how I think about my own behaviors. For instance, when I speak to people, I know that often they are hearing the chief legal officer, they’re not necessarily just hearing a colleague. So trying to think not only about the matter that I’m discussing with them, but also their frame of reference, is a little different than in the past.

In a law firm, they have partners and associates. I initially analogized my position at Nielsen as me being a partner and the rest of the department being associates. I quickly learned that this was a poor analogy! A better analogy is more along the lines of being a managing partner in a law firm and that there are a lot of other partners, as well as associates. At Nielsen we have really smart, accomplished, independent lawyers who have great judgement and can run with matters often with little-to-no input from me – they know how to reach out to me, and I view my role as largely to help them do their jobs and clear obstacles and work through issues when they want a sounding board. That’s a very different dynamic than the frame of mind I came in with.

I read everything when I took the job at Nielsen – I read books, I read articles, I talked to people who were current GCs and former GCs, and there were a lot of themes that came out of that research. First of all, you really need to get to know the business. Second, you really need to develop relationships with people that you’re going to be working with, both vertically and horizontally in a matrix organization. Third, you need to recognize that the breadth of the practice is significant. You can’t be an expert in everything, but you have to have a good working knowledge in a lot of areas. I’d encourage people to go as broad as they can in their current position, whether in-house or in law firms, to make sure they really understand the dynamics that exist beyond their specialty.

I’m not sure that the general counsel’s skills are going to be radically different ten years from now. GCs are always going to have to know the business very well to be effective. They’re going to have to develop strong relationships with executives and with business leaders, and developing leadership skills is going to be critically important. Finally, where GCs are going to excel or not is in having great judgement and being able to communicate their thoughts into a rationale for what they’re discussing. Technology and tools will change over time, but those are just ways to do our job – the skills are going to be the constant.

I think in the future, routine work will be technologized and repetitive jobs will go away – and go away could mean offshore, it could mean go to non-traditional legal service providers, but it’ll likely not be done in-house or by law firms.

People use the word innovation a lot these days, and it means a lot of different things. People naturally think of innovation as connected to technology, and a potential value is that you can create data from experience, which can help from a consistency perspective. At Nielsen, we’ve tried different technologies and software from time to time, and we’ve also worked to create and implement processes to help make our work more efficient and more consistent. We’ve created model forms, knowledge management databases, and certain practices and policies which, coupled with training, teach our department and our internal clients how to accomplish their goals in a more streamlined fashion. We’ve also engaged RFPs in select areas, which has helped reduce costs significantly during a time when, as a company, our revenue has grown – which is a big win.

I think, in future, the pendulum will probably swing back and forth about whether legal departments grow or more work is outsourced but, by and large, my guess is that more work will be insourced. I think it’s ultimately more cost effective to have insourced work, and as you start to focus on paying for the highest value work – it comes back to judgement and expertise – you’ll go outside for that if you happen not to have that in-house, and you’ll pay for that. But you won’t pay for the lower-end work. You’ll either take that in or, more likely, you’ll outsource it to third parties who can do it more efficiently than a law firm.

There are certain privileges held by those looking to take on a general counsel role in today’s world. Thanks to the information age, even those outside a suitor organization are able to easily discover facts and figures about their prospective company, and can access a wide range of materials to help them prepare for a new position. General counsel and would-be general counsel now have the troves of knowledge gathered by generations past at their fingertips.

Things weren’t always so easy.

‘I knew nothing. It’s kind of funny. I had been an appellate and supreme court litigator, I had been in government and had run a big office – so I had management experience. But I hadn’t spent one hour working for GE, not one hour. I met Jack Welch [former chairman and CEO], he interviewed me for 30 minutes and offered me the job. The company had 340,000 employees; I had not met one,’ recalls Ben Heineman of his appointment as general counsel of GE in 1987.

‘Welch didn’t know what he wanted. He knew that he wanted to reshape the legal function, but he didn’t know exactly what that meant. When he offered me the job, I said, “I don’t know anything about GE, I’m not a business lawyer.” And he said, “Well, you’ll figure it out.” I was truly driving the car and changing the wheels at the same time.’

To the wise professional, the perspectives of those general counsel whose careers stretch back beyond the current state of things offer more than historical fascination: they are a rich source of insight into how the role of the general counsel has transformed over years past, how it will transform in the years to come, and how the general counsel coming into the role today can best ensure their success in advising their businesses.

Wealth of experience

We talked to those battle-tested, long-serving GCs about their experiences making the transition: the war stories from getting established within the business to reflections on what might be done differently if given the chance.

The best heads are better than one

On arriving at GE, Heineman set about surrounding himself with ‘the best’:

‘I knew one really important thing. I knew I had to get great people – I had done that all my life. I hired great people very fast and Welch supported them. The first person I hired was one of the leading tax lawyers in the country. He made a huge difference and was beloved by the business people. I then hired a world-class and very famous litigator; a very famous person to lead environmental safety. What Welch liked was the fact that I was bringing a ton of new talent into the company. I was the first person to actually hire people from the outside on a consistent basis, I basically blew up the legal organization and over the first five or six years, it was transformed. And that was critical to my credibility – it wasn’t me, it was my super-talented partners.’

In contrast, after more than 20 years in-house with DuPont, Tom Sager went into the general counsel role in 2008 with his eyes open – not least with regard to the company’s extensive litigation docket, having spent over a decade as chief litigation counsel. But, like Heineman, he talks of the benefits of leveraging fresh perspectives in order to have a transformative impact. One particular case from the late 1990s and early 2000s springs to his mind as a striking example, not only of leveraging the best talent, but also ensuring that talent is diverse.

‘We were dealing with lead paint litigation. We had a fairly strong team of defendants: we had ARCO [Atlantic Richfield Co], Lead Industries Association, and Sherwin-Williams. These were big players, and there was a mindset that said “We’re going to fight all these cases to the death”. I said to myself, “Well, that’s all well and good, but you’re only going to win so many, and then you’re going to be in more of a hurt because there’ll be some cases in which you’ll lose, and then, as we say in the US, the price of poker goes up,”’ recalls Sager.

‘So we got a team of diverse, talented people – Dennis Archer, who was the president of the ABA, mayor of Detroit, and a world-class guy; Benjamin Hooks, who was a civil rights icon; and several others. We got in a room and I said, “We don’t want to roll over, but how do we go about addressing the problem?” They came up with this idea of creating the Children’s Health Forum, which was designed to do three things: drive education with respect to inner-city families whose children were possibly exposed to the lead paint poisoning, remediation and then medical testing. Dr Hooks, at the age of 78, agreed to chair the Forum and he traveled the country to engage with primarily black inner-city mayors.’

DuPont was eventually dropped from the lawsuit in Rhode Island.

Learning to listen

Hiring talent is only as effective as the partnerships that allow organizations to capitalize on that pool and, like any good partnership, they should flow in all directions around the business. When Mark Ohringer began his first tenure as general counsel at Heller Financial, Inc in 2000, he believes he missed an opportunity to build relationships with those around him.

‘I should have gone on a bit more of a listening tour and gone to the heads of the business. I had already been in the department when I became GC and I probably thought that I knew what everybody wanted. But I should have put myself on their calendar for half an hour and checked that,’ explains Ohringer.

‘It puts a line in the sand: “New sheriff in town, I want to understand what you want as my client, and let’s have a discussion – tell me anything, how can I help you, and how can I be a good colleague?” I think I would have been more formal about going around business people and the people running the corporate functions. Particularly listening and not talking so much.’

Blowing the comfort zone wide open

The general counsel’s office has evolved from a silo to an intersection of cross-departmental collaboration, responsible for leading teams that include an assortment of internal and external specialists. The role has come down from the ivory tower to the corporate thoroughfare, meaning the leap from specialist to generalist is all the more critical. While cultivating a network of experts remains important, the GC must be able to view matters through a broad lens, regardless of background (and comfort zone), as Sager learnt the hard way at DuPont.

‘I turned down a commercial lawyer assignment that didn’t thrill me at the time, and that was probably one of the biggest mistakes I made,’ he says.

‘I did not spend time enough to know how the businesses are challenged and how they meet their profit objectives, and everything that they must deal with. Had I known that and taken that assignment outside my comfort area, it would have made me even an better general counsel.’

He did, however, accept another stretch assignment, which stood him in good stead over the years.

‘After four years of being a labor and employment lawyer, I was asked to be a lobbyist for DuPont in Washington, which was as foreign as it could possibly be. That assignment was painful at first but, over time I began to appreciate the value of being a representative of the corporation, because it exposed me to the issues that were challenging DuPont broadly, how one prepares to advance legislation or defeat it, and how to build coalitions and networks.’

Counseling the counsel

The experienced general counsel we spoke to have put in the years to develop the comprehensive scope and alliance-building skills necessary to succeed at leading the legal organization in top corporations. So what advice can older hands give to those navigating less familiar waters for the first time?

The right counsel for the job

‘The most important question is: does your skillset align with the needs of the corporation? I was a litigator, and we had a lot of serious litigation, so that led to my appointment. If your corporation is in a growth mode, then they’re probably looking for somebody who’s more versed in the core area of M&A deals and cross-border transactions,’ observes Sager.

‘General counsel will always have to put out the fires – that’s a given – and you need to be skilled in that. But increasingly, the general counsel is viewed as a part of a senior leadership team, and with that comes responsibilities – some way beyond knowing how to defend a litigation or handle an investigation or a crisis.’

Whatever skillset or background today’s GCs bring to the table, they will quickly discover that the role has evolved beyond individual expertise into a broad-based, proactive and strategic position. And although there is no fixed blueprint for becoming GC, let alone succeeding in the position, experienced past and present holders of the title agreed that there are a set of qualities that aspiring legal leaders should possess.

Communication skills

General counsel must bridge the gap between the legal and business mindsets, and also overcome any outmoded preconceptions that business colleagues might harbor about the dreaded ‘department of no’.

‘Lawyers tend to talk too much and write too much, and for business you need to be very succinct. Nobody has the same attention span that they used to – they’re used to these little sound bites on their mobile phones, and you can’t hand a business person a 25-page brief,’ explains Mark Ohringer, general counsel at Jones Lang LaSalle since 2003.

Horizon spotting

‘We used to sponsor a NASCAR driver by the name of Jeff Gordon, and my CEO Chad Holliday showed us this picture of Gordon in his car, circling and making a turn in one of these races,’ says Sager.

‘“You have to help us anticipate the curves”, Holliday used to say. They might create an opportunity or risk for the corporation, and you can’t be effective if you’re not thinking along those lines.’

Most of the general counsel we spoke to agreed that GCs need to be particularly attuned to all kinds of change, including societal and political developments that are ostensibly unrelated to business.

‘There are new kinds of risks that never existed before,’ says Ohringer. ‘Cyber risk, social media – none of that existed when I started practicing 25 years ago, and now they’re enormous.’

A keen eye trained on the distant horizon will assist not only in managing and mitigating risk, but in planning for worst-case scenarios. GCs can be useful in bringing together the various siloes within an organization to design future crisis response, and ensure coordination between internal and external specialist resources.

‘A terrorism situation, a natural disaster, all these things keep happening. Are we ready as a company? Because if we’re not, there can be really bad legal risks, and that’s why the lawyers have a ticket to think about it. Those kinds of things didn’t used to happen so much and now they’re pretty much commonplace, so you need to make your response ordinary course of business. Nobody should be surprised when these things happen anymore,’ Ohringer explains.

Strength of character

When times get tough, fault lines often appear around the general counsel if they are not properly negotiating what Ben Heineman has called the ‘partner-guardian tension’.

Much has been written in recent years of the importance of effective partnership between organizations and their lawyers. The office of the general counsel has matured from the in-house approximation of the partner-associate-business ‘client’ model, to a deeper and more strategic enmeshment in the fabric of the business. So far, so value-add. But GCs must have the independence of mind to walk a line.

‘You have to have that partnering relationship with the CEO and the business leaders, but at the end of the day, your real job is being guardian of the company, which requires a certain amount of independence,’ explains Heineman. ‘There’s a certain tension between these two roles: if you are just a nay-sayer – just a guardian, protecting and risk averse – you’ll be excluded from meetings, you won’t be part of the team, and you won’t be able to play a business as well as legal role. But if you’re an inveterate yay-sayer and just do what they tell you to do, you’re going to get indicted.’

These are blunt words from a veteran GC, but necessary ones.

‘I think, sometimes, this idea that the lawyer should be part of the strategy may have actually gone a little too far,’ echoes Ohringer. ‘Big companies have had some terrible things go wrong; and how come the legal function didn’t help? It may have been too protective of the company.’

‘As all this evolves, lawyers have to not get sucked into the business too much. They need to understand it in order to do their jobs, but there’s still a need to maintain some independence. I always said I should not be the last one at the bar at night after business meetings – these are not my friends and I have to keep a little separate, because if they do something wrong, I represent the company, not them.’

We look next to today’s crop of newer recruits, and examine how they are rising to the challenges faced by the modern general counsel – and what advice they give to those currently eying the job.

I’ve been in-house at many different organizations, from a huge pharmaceutical company, to big public-facing non-profits, to a tech start-up. I’ve been lucky to work for a variety of excellent leaders and general counsel, and I believe that has given me a leg up in this role. That diversity of experience helped me learn the flexibility required for this role and how to handle the different types of issues I regularly tackle here.

I didn’t always want to work in-house – when I came out of law school I wasn’t sure what I wanted to do – but when I got married and started thinking about starting a family, I felt if I wanted to continue to be a lawyer and practice actively, in-house was the best route to go. I had watched women leave large firms to go in-house for years. I think in-house roles have always been perceived as better for women, because there are more development and promotional opportunities and a better work-life balance. In reality, my experience has been that being in-house is a better place for both women and men – and especially for working parents. Those development and promotion opportunities do tend to happen in a much more fluid way in-house.

Now, as general counsel, I see my role more than anything as a problem-solver. The biggest leap into this role required relying on my judgement and having the confidence to back myself. I had been an employment lawyer for almost 20 years before I became a general counsel, and it was tricky to take the confidence I had in my judgement as an employment lawyer, and transfer it to other legal areas. It only took a couple of days, though, to see that, even with my focus on employment law and my varied career, I’ve had exposure to all kinds of different legal and business matters.

To get that exposure, it was key to work at different organizations with different risk appetites, different business models and different types of leadership. Exposure to a diversity of legal problems and problem-solvers prepares you for a job like this. Given my own experience, my advice to attorneys looking to move into a GC role is to take chances and to not hesitate to try different organizations and different types of roles, and don’t get stuck. Being at one place for too long can make it hard to have the flexibility and exposure you need to take on a role like general counsel.

As for other challenges in coming to this role, one that stands out above the rest is giving legal advice to the former President of the United States for the first time! In terms of the wow factor, you can’t beat that.

Beyond that, moving from a fast-paced technology startup to the Foundation has been a challenging transition. Adjusting my pace of work and the way I think about risk assessment to a much more careful and deliberate approach took some adjustment. Even though every place has to manage reputational risk, managing it at the Clinton Foundation is different from most others.

Probably what prepared me best for that aspect of this role was working at the Metropolitan Museum of Art. The Museum is also a public-facing institution that gets an enormous amount of press, so the risk appetite there is pretty similar to that of the Foundation. The way in which the legal department at the Met thought about issues and how they might play out at the Museum was quite similar to the way that we think about issues here: first, of course, is what is the right thing to do? Then we start thinking about if we get media coverage, what would it look like, what would it mean for the roles of the principals, how would this reflect on board members? Those are questions that a tech startup or a big pharma company wouldn’t necessarily be thinking about in the same way.

About 80% of the work I do at the Foundation is typical general counsel work, ranging from board governance matters to reviewing partnership agreements and large contracts, weighing in on compliance issues, advising on legal matters in foreign countries, working with outside auditors, HR-type issues, as well as being a member of the senior leadership team. The other 20% is special because we are the Clinton Foundation: I might be working with our communications team responding to media requests, or managing issues that are specific to our particular board leadership, the Presidential Center and work around the President’s legacy.

I’m proud to be working for the Foundation and to get to see the work it does up close and through the legal lens. Whether it’s helping small shareholder farmers in Africa, fishermen and women in South America, or folks struggling here in the US, all the programs that the Foundation runs are incredibly important, and getting to be a part of them is rewarding. Right after I started here, the massive hurricanes hit in Texas, Florida and the Caribbean. The legal department supports the Foundation’s work in the Caribbean which includes helping to coordinate aid, working with Caribbean countries in their efforts toward alternative power solutions and distributing medical supplies to devastated areas. Even being a small part of that has been very, very gratifying.

The legal department at the Foundation is a very strong and diverse group, and many of the members of the department have been at the Foundation for quite a while. One of my goals is to make sure those individuals see a path forward for their careers. I’ve benefited from working for several strong leaders who took a keen interest in my development as a professional. I’m looking for ways to do the same for my colleagues at the Foundation. When you’re in a small team at a relatively flat organization, it can be hard to help individuals figure out how to develop themselves and what the right next career steps are. I think that being an excellent people manager is becoming a very important role for general counsel – really understanding who’s on your team, where they’re looking to go, and how you can help them get there. We all want to have high-performing teams that make important contributions to the organization. Getting there is not something they teach you in law school.

Luckily for me, I have a partner in the Foundation’s HR department. We have a strong mentoring program here and other learning opportunities to help employees at the Foundation develop career-wise. As general counsel, I view it as my job to make this in-house legal team a great place to work. That means making sure the work is interesting and challenging, that the team is diverse and that individuals can see a path forward for their careers, and that they can balance their work life with all the other things that they need and want to spend their time on.

The other thing I’ve been thinking about is the use of metrics. We haven’t used them a lot in the legal department at the Foundation (although of course the Foundation uses them to measure the work we do around the world), but it’s something I’m looking at more closely to make sure that the legal department is spending the most time on the work that’s most important to the Foundation. One thing I learned working in the start-up world is that understanding the work qualitatively, and quantitatively, even in the legal department, is part of the good management of the group.

No matter what your practice, getting international experience is incredibly important. I think it is great advice for all in-house attorneys these days to get international exposure. Whether it’s doing an international deal, working on setting up entities internationally, or working on an employment law issue or lawsuit internationally – anything that gets you out of your US jurisdiction to see how different it can be to practice in other places is a good start. Just knowing what questions to ask if you are going to be doing business in Japan, or Malawi or Colombia will put you a step ahead of colleagues without those experiences.

For the eight years prior to joining Planetary Resources, I was in-house counsel with the US State Department, in the Office of the Legal Adviser. I spent the first couple of years handling international arbitration matters on behalf of US investors involved in disputes with foreign governments. I then spent six and a half years working on international technology matters – partnerships for the development of technology, for regulation of advanced technologies including outer space, and I also was responsible for international environmental matters, including in the Arctic.

I came to the State Department with a bit of an unusual background for an international lawyer, having focused on IP and technology law as much as international law. Because of my IP background and my comfort and facility with technical subject matter, a lot of the State Department’s work involving science, advanced technology, and innovation policy accreted to me over the years, and I was able to handle a lot of international technology transactions over the course of my time there.

Planetary Resources recruited me as its first general counsel a little more than a year ago. I think that they’d seen me in action in the years in which I was the US representative to the United Nations Outer Space Legal Subcommittee, and in space policy circles, crafting legislation for the next generation of commercial space activities. I had wanted to go in-house at a technology company, and this was a particularly compelling opportunity because the team is just extraordinary – it’s an exquisite collection of professionals and colleagues working on a very difficult world-changing mission.

I think I was as interested in space as any young person with a pulse, but compared to many I work with, it wasn’t a primary passion. I am more generally interested in technology, technological innovation and the research and development process – and space resource utilization, as a next frontier within the next frontier, is particularly interesting in this regard. And in that sense, working with a team of talented engineers and scientists on really hard problems – particularly ones that present difficult questions with regard to regulatory and economic dimensions, in addition to the technical dimensions – is quite satisfying.

Very few days have gone by in the last year when I haven’t done something entirely new to me – if not entirely new, period! But the leap was not as much as I expected, and actually eight years as an in-house counsel at the State Department turned out to be pretty good training. At the State Department, I found myself fielding questions that no one had ever thought about on quite a regular basis and I had to do something with them, so I found the pace of the GC role familiar. I think it uses a lot of the same muscle groups that I had developed in guiding large, international partnerships and transactions through to completion. In the past those might have involved governments, and the form might have been a treaty, but it was a similar skillset, a similar set of dynamics and similar challenges that arose, which felt very transportable to complex corporate transactions.

I feel strongly that the role of the general counsel, particularly in a technology company, requires enough of an understanding of the company’s technology to understand how to optimize legal transactions to facilitate research and development, rather than constrain it. I feel like I’ve had good success in doing that and working very closely with our technical teams to understand their needs, their interests and what the pain points are, and also to help them to understand the legal landscape and to craft creative legal solutions that dispense with things that might have placed drag on the innovation process.

I think that it’s quite important for the GC to be able to understand the technology and the business well enough to be able to provide legal advice not in isolation, but that integrates an understanding of the business and technical dimensions as well. The general counsel doesn’t need to be able to design the spacecraft (and probably shouldn’t!) but they do need to understand the key points of what challenges the engineers are facing, and where there are legal solutions that can mitigate some of those challenges.

On the practice management side, necessity is the mother of invention. Being a GC of a company at this stage, there is so much to do in any one day, across so many different things, that you need to be quite creative in managing work flow. I’ve taken advantage of the very talented software developers at Planetary Resources to create systems and workflows to manage how we handle non-disclosure agreements, for example. Part of it is process design, part of it is a little bit of back-end automation, but things like that make a difference not only in preventing me from becoming a choke point, but I think also have served the users of those documents well.

For some things, like funding rounds, you need the horsepower of a large firm to move with the speed and quality that we need. But also, in a startup that has big world-changing mission and vision relative to the size of its budget for outside counsel, I’ve had to be quite creative and sparing with what I do in-house versus what is outsourced. I’ve done some experimentation to figure out what’s possible, and whether we can do more with less. One example is that I’ve experimented with preparing some patent applications in-house, and worked with patent counsel to refine, finalize and file them – which is a large work burden in-house, but enables us to file for more patents than we would otherwise.

There seems to be smaller practitioners, even solo practitioners, with sterling credentials who have experience both with the very top firms and also in-house, who are providing services at comparatively approachable rates. There are all kinds of software platforms springing up too, that connect in-house legal departments with those people, who are harder to find. I can’t say whether that’s a trend yet, but it’s certainly interesting, because as a GC in a startup who is doing lots of different things on lots of different fronts, you have to be quite creative on how to stretch the budget for outside counsel. Anything that allows us to get the same level of quality for less is quite attractive, and something we will probably explore.

A fun part of the job is the chance to be a pioneer in determining how the international legal framework applies to space resource utilization and how the national legal frameworks plug into that, and that fits very well with my background. Right now, for example, I’m in The Hague at something called Track 1.5 diplomacy, where representatives of governments, academic institutions, companies and NGOs come together outside of a formal treaty-making process to try and develop a set of building blocks that might later be injected into a law-making process. But that’s a rather small percentage of what I do day-to-day. I do more in the realm of either corporate transactions, IP, contracts, export controls, as well as labor and employment law. There’s quite a lot of Delaware corporate law, for example, which makes it challenging to stay on top of, but ultimately makes for more certainty in the answers.

The general counsel of a company as innovative as Planetary Resources needs to see himself or herself as an integral part of that innovation engine. It’s too easy as a lawyer to be quite conservative and risk averse in ways that can choke the innovation process, so it’s incumbent on the GC to have a very good understanding of where the risks and opportunities are, and to have excellent judgement in balancing that to enable the rate of innovation that our investors expect, without taking on undue amounts of risk.

I started out at a big Wall Street firm. I received excellent training, and worked on different matters for different clients, but I aspired more than anything to work for one single client.

I was just a fourth-year associate when I transferred into PepsiCo, which was nearly 20 years ago – so I’ve essentially had a career within a company. When I joined, the law department had a reputation for insourcing as much of the work as possible, and that was critical to me because I needed to continue to learn.

That’s really been my story for nearly 20 years – PepsiCo is a place where if you do your current job really well, we will let you do something different, even if you don’t theoretically have the experience from a subject matter perspective. I’ve had the opportunity to do a lot of different things internally that I don’t think I ever would have gotten if I had gone to the open market. So it’s been a good learning environment for me, and it’s in the DNA and the culture of PepsiCo to allow that to happen.

I’ve had the benefit of being at the company for a long time, so I think I have a good understanding of the business, the organization, the risk profile and the risk tolerance. But in taking the role of general counsel, the biggest learning curve for me was the necessity to really lift my perspective from any one particular part of the company, to an overall perspective – a broader view. The decisions that I’m involved in now definitely impact different parts of the company, and making sure that I understand and appreciate the multifactorial element of any one decision across the global business is really important.

Currently, I oversee the company’s worldwide compliance and ethics, public policy and government affairs, and legal functions. I often find myself cross-checking what impact there may be in any one of those departments, even when the issue doesn’t squarely fit within that particular department, in order to ensure that I’m not missing a potential impact of a decision made in one part of the company on another part of the company.

It’s hard for me to concede that anybody would be prepared, on day one, to handle all the various aspects of my role. No matter what background anybody would have, there’s going to be learning that would have to happen after you get into the role. I’m biased, but the benefit of having worked at PepsiCo for so long has meant not having to learn so much about the business, which can be very difficult to get to by itself. My time is very much pulled into matters that are global in nature, rather than the detailed parts of the business, but fortunately I have been able to learn the business from the ground up.

I would love to be able to tell you about some Thomas Edison-like moments during my first 100 days in the job in which I have innovated and invented something that’s new and novel! I can’t say that I’ve done that. But what I would say, having practiced law for 25 years, is that there’s been ongoing, continuous improvement. You’re constantly finding ways to do things a little faster, a little quicker, a little bit more insightfully. Certainly the sharing of information and the storing of knowledge is an important part of what we do, and the things that we’ve invested in within the legal team are really around information preservation, as well as enabling more efficient flow of work.

Thinking about the evolution of legal services, I’m not sure that there’s some big cliff or huge step upwards, whether in-house or in private practice. I certainly anticipate that efficiency models will continue to come to bear. For example, possible technologies that are rooted in artificial intelligence, or that are driven to figure out how big volumes of work can be carried out more cost-effectively, or even some predictive models around the magnitude of risks in the litigation environment. I anticipate people will get faster doing what they do and there will be attempts to be more predictive about trying to quantify risks. But I do think that legal services, at the most critical moment, is a judgement-oriented deal. My mind doesn’t go to innovation or models that will ultimately provide answers, my mind goes to models that will help provide information that ultimately will inform the judgement that lawyers have always historically had to bring to bear.

The role of my team is to mitigate risk for the company. When you get into mitigating risk from a business leader’s perspective, that means doing something different or allocating money, time or resources. A lot of times, lawyers are very good at highlighting the risk, and saying that it’s a ‘big risk’ or that it’s a ‘material risk’, but I think in order for us to really effectively influence, assist and counsel our business clients, we actually have to be willing – and a little bit more evolved in our ability – to put a value on that risk, so that a business leader can ultimately weigh it against the value of the resources, time or energy that he or she might have to place in order to mitigate that risk. I push our lawyers here internally to be innovative in their ways of thinking about risk and how to put a value on that risk, which really is at the core of helping advise our business around making actionable decisions.

Frankly, a lot of the best moments for me are successes that are unseen – knowing that we helped advise or guide the business client to avoid a risk, so that the risk never manifested. In some ways, those are instances of secret successes that make a difference.

The general counsel is certainly one of the go-to counselors for the CEO and the board, but it’s not just on the law, it’s on a whole broader series of topics – whether it’s ethics, public policy, corporate citizenship, even geopolitical risks. It’s the wearing of these multiple hats that has really evolved over the past decade – going from just being a legal adviser to being an ethical watchdog, dealing with rule of law matters in developing markets and ultimately being involved in protecting the corporate reputation. At its core, there’s still a fiduciary duty that the general counsel has to the shareholders, but the role has certainly broadened. Candidly, I almost view the title of general counsel as being unduly narrow as a description of the full role.

General counsel ultimately have to become masters of different vectors of influence. When I look to the north, I see a CEO and a board and the shareholders, and I have to influence them on the things that matter most to them. When I look to the south, I lead multiple functions, and I’ve got to ensure that there’s the right talent and skills and that I can grow the team individually as well as overall. To the west, I see my peers, and whether it’s head of human resources or the chief financial officer, I need to be able to understand their perspectives on things in order to collaborate. To the east, I see a lot of external parties, from government officials, to NGOs, to competitors and industry groups that I also have to engage.

In the past, some individuals would be good at one of those vectors and maybe two, maybe three. But now, I don’t think there’s any one of those vectors against which the general counsel can afford to be ineffective.

One’s ability to influence is rooted in having substantive subject matter competence as well as personal character – which means that you are trustworthy, and you live by a certain level of principles. Across each one of those vectors, I need to be substantively competent in the issues that any one of those groups cares about. And then I need to be good at the point of contact, just as a personal proposition: I have the character, my word is good, I carry through on my commitment with truth and honesty. And then you’ve just got to ultimately work hard and be humble enough to learn from and listen to everyone you come into contact with. Hopefully, over the course of time, with some intentionality about learning across each one of those groups, you develop both that sense of character and competence.

When I was growing up, there was a TV show called The People’s Court, and I fell in love with the law through watching that show. My parents would tell you that when I was three or four, we used to watch The Paper Chase, and I said I wanted to be a lawyer even then! But I actually did not plan on going in-house when I started practicing law. In fact, my path to becoming a GC is a result of being willing to try new areas of the law, being flexible and, at various points in my career, expressing an interest in taking on more responsibility.

I started my career as a litigation associate at a big New York law firm, where I spent some time working on labor and employment matters. I found myself enjoying them a great deal – in part because the legal team was smaller than a typical commercial litigation team and I had more client interaction. I left my first firm and joined another large firm known for employment matters. After being there for a year, I joined Viacom Inc., a client of the firm’s, as a litigation counsel. While at Viacom, I worked with a strong set of attorneys (both in-house and outside counsel), and they continued to train me and mentor me.

Fast-forward to December 2005, when Viacom and CBS split into two separate companies. I transitioned to CBS Corporation, expanding my skillset by taking on new responsibilities in the compliance realm, and ultimately becoming the corporation’s chief compliance officer in 2009.

After six years in that role, I was promoted to GC at Simon & Schuster, a CBS business unit. I didn’t have much experience in the publishing industry, and also I was six months pregnant with my second child when I started in the position! I did not hesitate in making the transition though, because I welcomed the opportunity to partner more consistently with a defined set of business clients. I also wanted a better understanding of the business from the operational side, which I would not necessarily gain from a seat in corporate. And, both my S&S CEO and CBS Corporation GC were very supportive as I got up to speed with my new responsibilities.

My experience and background in litigation and compliance serve me well, as I’m used to jumping head first into trying to develop a subject matter expertise in the context of a litigation – for me, that keeps things interesting. I applied that same skillset in getting up to speed on issues that affect Simon & Schuster and the publishing industry as a whole. I’m one who learns by doing and it was very important to me to get a sense of what it’s like to see a manuscript proposal before it’s even acquired, and to understand how it becomes a book and ends up in the hands of a customer, or digitally on a customer’s e-reader.

There is a significant transactional component to my role. When I’m drafting an agreement, I’m mindful that it could be years from now when there’s an issue about its interpretation, so it’s not just about clarity in the moment, but creating language that in the long term does not have ambiguity and does not expose the company to risk. I find my litigation background to be helpful in this regard, as well as in advising the clients about potential pitfalls.

As general counsel, I manage the legal and contracts departments and our team handles much of the day-to-day agreement drafting and review, manuscript vetting, and general counseling and advice. When we work with outside counsel, we base those decisions on counsel’s areas of expertise, their fit, their ability to develop favorable and flexible rate structures, and our focus on ensuring that we work with a diverse pool of lawyers.

General counsel are becoming increasingly adept business leaders and strategists. There are many aspects of the role that go beyond traditional legal advice and expertise. A mastery of a legal specialty might get you into this role, but it’s certainly not going to keep you in it. You have to be able to articulate legal advice in a comprehensible and succinct way, to weigh, balance and forecast risk, and to understand business strategies and implications – which frequently present in ways that are not obvious. Sometimes, the general counsel’s role is viewed as limited to providing legal advice for the c-suite, but you also must work with other people at all levels in your organization and learn the ins and outs of your business. Otherwise, you are not getting the full perspective that you need to be a strategic partner.

You need a certain mindset in order to think strategically. Part of that is about possessing some financial acumen and a better understanding of business concepts. It is also about being willing to step outside of your comfort zone. If you are a lawyer who is interested in the legal substance, but not operations or marketing or how deals are negotiated or the factors that might impact into your business, then a GC role is likely not for you.

Obviously, we lawyers also have to set an ethical tone and lead by example. One consideration for me (particularly as a former CCO) is: how do you do that in way that does not feel too prescriptive? One of my mentors described it as being mindful of overly medicating a patient – we must consider ways in which we can embed ethics into business practices without making colleagues feel like they’re being hammered over the head by Legal.

Honestly, EQ is a big component of that as well. It’s about the ability to relate to people. One of the ways in which you can learn is by being an approachable person; you then are a partner and a collaborator, so people don’t feel they are running to the principal’s office every time they talk to the legal department. Business teams need to feel that they’ve got someone who’s going to sit down with them and figure out how to get from point A to point B in the most effective way. When you read the newspapers and you see situations where things have gone awry, sometimes it may be about a lawyer’s advice not being followed, but other times it’s because in-house lawyers have become siloed.

If I could speak to my younger self, I would tell her to trust her instincts and to know that she has good judgement – which is a critical component of being a strong lawyer. I’m a first-generation American (my parents are from Barbados), and I’m also a woman of color. Sadly, as I pursued my law degree, I didn’t know many attorneys of color and I didn’t see many in high positions in the legal community either. As I look back and think over my career, there have been several points where I have thought about not raising my hand, not giving my opinion, or doubted myself out of fear. I definitely had to affirmatively say to myself: ‘Trust yourself. You’ve got this.’ That attitude has served me well.

At Simon & Schuster, and at the CBS corporate parent level, we have internal committees and policies that are focused on areas of diversity and inclusion. We have a law department committee that’s charged with focusing on the diverse outside staffing of matters and, along with other internal committees, we focus on ensuring that a diverse pool of candidates is considered for our open positions.

It’s important for people to share their experiences, and that’s one way that I have been able to grow and blossom both as a person and an attorney: by spending time talking to people with more experience about the legal profession and their personal journey. I’m acutely aware that I did not have the opportunity until I was in college and law school to be exposed to people of color who were in the legal profession. So, I stay in touch with the next generation – at all stages of their paths. Future generations (particularly diverse individuals) must have a lifeline to those who came before them. That can be through mentoring and sponsorship, and also by providing a realistic picture about what life as an attorney is like. Each person should have someone who dreams bigger for her than she can dream for herself. That’s worked for me and I hope I do that for others.

New entrants into the world of the in-house counsel have a unique vantage point: they are a blank slate, and while they can enjoy the benefit of decades of experience and cascading knowledge of long-serving general counsel, they can also bring fresh perspectives to the table.

The newly-minted general counsel will often straddle the boundary between experience of an already established career and the unfamiliarity of a new one. But despite that, the groundwork for the general counsel role begins early in the legal career, even if they don’t know it at the time.

Amy Sandgrund-Fisher, who became general counsel of The Clinton Foundation in 2017 after nearly 20 years as an employment lawyer, found that her experience working in-house with many different companies served her well in making the leap.

‘To get that exposure, it was key to work at different organizations, with different risk appetites, different business models and different types of leadership. Exposure to a diversity of legal problems and problem-solvers prepares you for a job like this,’ she explains.

‘Given my own experience, my advice to attorneys looking to move into a GC role is to take chances and don’t hesitate to try different organizations and different types of roles, and don’t get stuck. Being at one place for too long can make it hard to have the flexibility and exposure you need to take on a role like general counsel.’

Digging in

Of course, all the preparation in the world can’t replace a thorough and candid conversation with senior leaders and function heads upon arrival at the business. This is done to glean a clear understanding of how they view the role, its parameters, any gaps that need to be filled, and any necessary points of continuation – or divergence – from the predecessor. In particular, such conversations can be just as necessary for internal promotions as for external hires, in order to align the vision of the c-suite with that of the new arrival in terms of scope.

‘People make assumptions and they’re not necessarily true. A lot of times there’s probably not a common understanding of things like that – foundational aspects of the job,’ warns Mark Ohringer, general counsel of Jones Lang LaSalle.

Our newer general counsel all understood that their value to the business is directly proportional to their understanding of the business. If the general counsel wants their team to provide actionable advice, then this must be grounded in acute insight into the issue in the context of the business itself, at the most granular level possible.

Those new to the company, and especially those new to the sector, all reported investing significant time and energy into gaining a thorough understanding of their new business – including scouring annual reports, rounds of meetings and tours of the shop floor.

Throughout this process, our interviewees were quick to advise the importance of asking even the simplest of questions, not only because it adds granularity to the GC’s grasp of the business, but because it could also benefit the organization.

‘Oftentimes, including a fresh perspective causes people to rethink and re-evaluate things, which is never a bad thing,’ explains Hannah Lim-Johnson, general counsel of Kelly Services.

Governance

The next step on the road to orientation in the GC role is adjusting to new obligations relating to governance and the board. Those with a corporate secretarial background have an edge here initially, but for many, being a direct line to the board, with the attendant educational, counseling and fiduciary responsibilities, is a new and absorbing dimension to even a longstanding in-house career.

‘It’s really hard to overestimate how much time and effort goes into board and governance issues. That continues to surprise me, even four years into the role,’ says Tim Murphy, general counsel of Mastercard.

‘Getting the narratives right to the board, not just on my own things, but helping the company do that well overall so that we have effective meetings and get good conversations – boy, it’s time-consuming. You’ve got to make sure you’re resourcing for it, because it can take over your role.’

Learning to function as the board’s lawyer, as opposed to a mere ad-hoc dispensary of advice, requires an ability to both find the right tone for engagement with the board and earn the trust required for developing robust and durable relationships with its members. Those with the benefit of being introduced via a sound succession plan have a leg up. Those without will have to put in significant face-to-face time to build a rapport strong enough to reach their potential.

In addition, finding an equilibrium between acting as a manager of the business – and the juggling act that this entails – with the independence needed for advising the board is a challenge that will be new to most first-time general counsel.

The personal touch

Newcomers looking to acclimatize to the general counsel role will be well-served by a knack for relationship building. Intra-business relationships will be fundamental in maintaining trust within the business and developing a knowledge base from which to operate within the new environment. This, in turn, is the ticket to a full appreciation of the culture at the top echelons, which the general counsel must negotiate.

‘I didn’t realize how complex the landscape could be, and I’m talking about relationships with the senior leadership and the board itself, the significant players who were truly in the inner circle,’ recalls Tom Sager, former general counsel of DuPont.

‘Be sensitive to your landscape. There’s always the political side: who’s in and who’s out in terms of their relationship with the CEO. What is their tenure?’

Solid relationships with the c-suite, and a commensurate understanding of its challenges and priorities, will inform the GC’s ability to add value to the company at the strategic level. But looking around as well as up is a prerequisite for gaining an appreciation of the company at the grassroots level, as discovered by James Zappa in those first months after arriving at CHS from 3M:

‘I spent a tremendous amount of time with my direct colleagues and the board of directors, but I should have done more to get to know the business unit leaders. They are the people who are most important to the operating rhythm of the company and to the risk management practices. Most employees in the company will look to their business unit leaders for guidance relating to culture, appropriate behavior and day-to-day leadership, and had I accelerated my learning and meeting those people, I think I would have known more about the company earlier.’

Developing all types of relationships is essential for achieving that delicate balance between ‘business professional’ and ‘company guardian’ – but just as the role has expanded in recent years, the GC’s sphere of influence has extended further, even to outside the organization.

David Yawman, general counsel of PepsiCo, characterizes the role as achieving mastery of ‘different vectors of influence’.

‘When I look to the north, I see a CEO and a board and the shareholders, and I have to influence them on the things that matter most to them. When I look to the south, I lead multiple functions, and I’ve got to ensure that there’s the right talent and skills and that I can grow the team individually as well as overall. To the west, I see my peers, and whether it’s head of human resources or the chief financial officer, I need to be able to understand their perspectives on things in order to collaborate. To the east, I see a lot of external parties, from government officials, to NGOs, to competitors and industry groups that I also have to engage.

‘In the past, some individuals would be good at one of those vectors and maybe two, maybe three. But now, I don’t think there’s any one of those vectors against which the general counsel can afford to be ineffective.’

Navigating the needs of, and pressures imposed by non-company stakeholders – what Mastercard’s Tim Murphy dubs the ‘external ambassadorship’ component of the GC role – requires a skillset that is even further evolved from the ivory-tower lawyer of yore.

‘If you can give a good speech in a TED Talks style in front of 200 economists in a leading country and come off as pretty compelling, you’re adding value to your firm. The best skill you can ever get anywhere in life is public speaking,’ he explains.

Talent contest

When Ben Heineman started at GE in the late ‘80s, he had 33 direct or dotted-line reports. He fired 30 of them within the first three years.

‘The most important thing that a new GC does is to assess the talent that is in the legal department immediately and determine whether or not they keep those people. Creating your team is one of the first paths, do not wait on personnel,’ he says.

Hired from outside the company with a brief to create change, Heineman was keen to build the legal organization from a blank state. Compare this with the approach taken by Ford’s Bradley Gayton, a company ‘lifer’ with already-established relationships within the company. Gayton took a softer line with the talent around him.

‘Having grown up here, the relationships that I had were now different when I became general counsel. I sat on the operating committee of the office of the general counsel with my peers, all of whom were very talented and any one of them could reasonably have expected that they would be GC,’ says Gayton.

‘So part of this job on day one was re-recruiting my peers, and acknowledging just what incredible lawyers and leaders they are, and reaffirming that all the fantastic work we had done as a leadership team was going to continue.’

No doubt, the incoming general counsel’s approach to talent will be influenced by the condition in which they find their new department. But the GC should curate the department according to the new reality, and not old models, as Eric Dale learned at prominent data company Nielsen, which he came to from 13 years in private practice.

‘I initially analogized my position at Nielsen as me being a partner and the rest of the department being associates. I quickly learned that that was a poor analogy! A better analogy is more along the lines of being a managing partner in a law firm and that there are a lot of other partners as well as associates’.

Team members who are not micromanaged but are empowered, independent decision makers and are fully credited for their contribution, are fundamental to developing what Tom Sager calls ‘collaborative intelligence’ – a willingness to raise issues and reach out to others about problems, rather than cover them up out of fear of criticism. He quotes former US Secretary of State and retired US Army general Colin Powell: ‘The day soldiers stop bringing you their problems is the day you have stopped leading them.’

Thinking diversely

The concept of ‘diversity of thought’ has permeated the corporate landscape, and legal teams, like other business teams, have woken up to the fact that finding the best talent means looking at all talent available; seeking it out if it does not arrive at the door easily.

The new general counsel could do worse than to take a leaf out of Bradley Gayton’s book when he was building out the legal team at Ford. As the company’s first black general counsel, he has considered the topic in much detail.

‘I think about it in terms of diversity of our office, and then I am also thinking about the pipeline to law school. And there, what we’re thinking about is both late-stage pipeline, maybe people already in college, and we’re thinking about early-stage pipeline, so: should we be thinking about helping kids in sixth grade in debate club?’ he says.

‘And then the thing we’re giving a great deal of consideration to in the office is: should we use the “Mansfield Rule” as a way to recruit, which says you should ensure that 30% of the applicant pool you’re going to put through the funnel is diverse, because then, when you pick the best candidate, you stand a good chance of driving diversity. It’s not a quota system – you don’t only pick people from a diverse pool – you just make sure that the applicant pool is significantly diverse. I’d say we’re mid-level stage of considering what does that look like, how would we implement it, and having really good discussions about that.’

General counsel are in a unique position to drive diversity in the wider general profession – ‘the east’ in terms of David Yawman’s vectors of influence. The competition between external law firms gives in-house teams leverage to select for those whose values align with their own. If firms want to win the business, they will have no choice but to adapt.

PepsiCo has devised practical steps to encourage diversity among law firm partners, launching an outside counsel diversity initiative under the leadership of Yawman’s predecessor Tony West [now at Uber].

‘We demand a lot of metrics from outside firms and then, through a weighted formula that we’ve created, we ascribe a diversity index score to each firm [within peer group – Big law, large firm, small-medium firm]. We are disinclined to provide new business to those firms that have a diversity index score below the median in terms of diversity within the US population of the firm, and particularly for those people working on matters for PepsiCo,’ explains Yawman.

‘In 2017, roughly 85% of new matters that we placed with outside firms in the US went to those firms with diversity scores above the median. We’re trying to put our money where our values are in terms of driving the legal profession to be more diverse, rooted not just in providing individuals with opportunities, but believing that there are better legal services on a qualitative basis when you have a more diverse team.’

Back at Ford, meanwhile, Gayton is applying his thoughtful and nuanced approach to promoting diversity among Ford’s external network, that doesn’t rely on a stats-focused system of measuring diversity metrics.

‘You can tell me that you have three women on your team, but what I really want to know is: what are you doing to develop them? Are they on track to be partner? What kind of work do they have? I’d almost rather that instead of five women doing low-level work, you’ve got two, but they are two that you’re really invested in and I can see that they really have good assignments that will build meaningful expertise over time. This is part of the challenge isn’t it?’ he reflects, adding:

‘We’re going to identify a handful of alliance partners and really work to understand this issue with them, so that we can go beyond the list of top-line numbers.’

A vocal proponent of diversity in the law, Tom Sager has a Minority Corporate Counsel Association award named in his honor. According to him, achieving, maintaining and promoting diverse teams, particularly within the wider profession, continues to be a struggle for general counsel, as with other business leaders.

‘This is a slow process and the gains are incremental – in fact, the numbers may keep regressing depending on the state of the economy. So I remind everybody in this space to celebrate the successes: we’ll have some setbacks, but it pays to persevere,’ says Sager.

‘The whole commitment to diversity can change overnight with a change in leadership – in the corporation or in the law firm – so you’ve got to get the culture built in.

‘Create a culture and this is part of your strategic direction, because some people think it’s no big deal, but I’m telling you, those that understand this and drive it are going to be far more successful than competitors that don’t.’

Driving strategy

Once the new general counsel has established a penetrative understanding of the business and assembled a team of their choosing, the more substantial value-add can begin: bolstering the company’s strategic direction, and then helping rather than hindering the progress toward achieving the goals of the business.

‘A lot of times, lawyers are very good at highlighting the risk, and saying that it’s a “big risk” or that it’s a “material risk”, but I think in order for us to really effectively influence, assist and counsel our business clients, we actually have to be willing – and a little bit more evolved in our ability – to put a value on that risk,’ says Yawman.

‘[That means] a business leader can ultimately weigh [the risk] against the value of the resources, time or energy that he or she might have to place in order to mitigate that risk.’

Practically, this can manifest in many areas. A number of our interviewees describe how a sound apprehension of company strategy can help to appropriately color the day-to-day activity of the legal team, and ensure they are furthering strategic goals both now and in the future, while taking care not to stifle potential opportunities.

But in-house teams can add even more value if they view potential legal problems as opportunities to create competitive advantage. At Mastercard, Tim Murphy and his team took the challenge of complying with the recent GDPR data privacy regulation in Europe into an opportunity, by creating an innovative data anonymization venture. At healthcare giant McKesson, GC Lori Schechter’s team formed a cross-company task force to brainstorm ideas to tackle the US opioid crisis, which resulted in a white paper shared with legislators.

But, counsels Murphy: ‘You need to tell your colleagues that [leaning into the company’s strategy] is a priority and you need to get their buy-in and acknowledgement, so when you are successful it doesn’t look like a random walk, it looks like very important strategic work, which it in fact is. In-house lawyers need to be selling their services and their value.’

Another essential tool for demonstrating value in the profit-and-loss-focused corporate world is managing to metrics, and general counsel who have not viewed legal work through this lens would be well-advised to start.

‘For lawyers, it is really hard, and a lot of lawyers resist it. But at the end of the day, if you push hard enough, I think every legal function can find a metrics-based scorecard to measure themselves. That’s really powerful because it speaks the language of business,’ adds Murphy.

Innovation

Much has been written and said about the supposed intransigence of lawyers, and their tendency to fight the tides. But the general counsel we spoke to were all concerned with embracing change and innovation within their departments. Much of the innovation being enacted or contemplated centered around adopting new technology and processes to enhance efficiency, such as contract, knowledge or risk-management systems, many involving artificial intelligence.

But Jones Lang LaSalle GC Mark Ohringer advises less-experienced GCs to avoid rushing into changes without a full consideration, not only of what the legal department could achieve, but of what business leaders really need and want.

‘Do you want a very industrialized and efficient law department? That could mean asking the business to do more self-service, for example with contracts. But maybe they don’t want to do it; that may not be the smartest thing to do if that’s taking them off the street from selling or doing other more high-value-add jobs,’ he explains.

Instead, he says, the GC should gauge the appetite of the business for wholesale transformation before implementing any innovation plans. He warns that while creative thinking could enhance productivity, business colleagues might not be comfortable with entirely new ways of engaging with the legal function, such as offshoring or outsourcing arrangements. Maintaining an interface that looks coherent with a more traditional way of working might be more effective in some circumstances, for example.

‘What innovative things can you do behind the scenes that make it more effective for the legal team to deliver their services, but when a business person calls, a lawyer is still answering the phone? Which I think a lot of business people want and deserve. That’s very different from having some kind of central legal function based in Mumbai and all the bid people are calling and getting different people – which may be fine for some companies and not fine for others, or fine for some parts of the law department and not fine for others,’ he says.

New might not always be better. But this is very different to adopting a head-in-the-sand approach to innovation, he stresses.

‘You need to know how cool you could be – but then check it out first.’

Ohringer’s own legal team, for example, has leveraged the skills of data scientists within the company to mine existing company data for patterns of behavior that could be red flags for fraud, bribery or other ethics violations.

‘It’s exciting to me, and the data guys like it because it’s fun for them. It wasn’t so obvious for them and it’s not really what they got hired for, but they can add a lot of value for the company,’ he explains.

The Jones Lang LaSalle team has also hired a graphic designer to work on presentations and documents, in recognition of the fact that when training documents and other reports look visually appealing, people actually read them: ‘I’m always amazed when law firms come to give presentations. They’ll put up a slide that’s got very tiny print, and is full of words, and somebody’s talking and you don’t know whether to listen to that person or read the slide. It’s a mess.’

In many cases, the general counsel we spoke to were new enough in their post that they had yet to formulate transformative plans for the legal function. But all backed the notion of keeping abreast of technological and societal developments as key to keeping the legal organization agile and poised to add value – something to think about sooner rather than later for a new GC shaping their legal department.

I have spent my entire career here at Ford, and it’s a special story that I’m really proud of.

I grew up in Syracuse, New York, and I went to undergraduate law school in Buffalo. My wife was a year behind me in law school. We looked at law firms in Buffalo, Rochester, Syracuse – it’s a beautiful part of the country and we really had a desire to stay there. But as you scanned the major law firms at the time, I don’t believe there were any black partners, there were very few women, and I couldn’t identify any gay or lesbian partners. We therefore concluded it was not likely that I would be successful in any of these firms if others that looked like me had failed to achieve success. So I didn’t even look for a job in the area where I grew up and wanted to live. But we did see a diversity of lawyers achieving success in places like New York, Philadelphia and Washington DC. And so that’s where we decided that I would look for a job.

It only happened to be that Ford was at a Black Law Students Association job fair, and I was intrigued by the company and in-house practice. Up until that point I had really only thought about going to a law firm.

After my second year at law school, I clerked at Ford for the summer, and when I went back to law school in my third year, I was given an offer of full-time employment, contingent on finishing law school and passing the bar. I vividly remember taking the bar exam on the Wednesday and Thursday, taking the weekend off and starting work the following Monday.

The thing that attracted me to the idea of being in-house at Ford was that it was the size of a good law firm. Today, globally, there are 620 in the legal office, but at that time it was significantly larger. Ford’s legal department handled its work predominantly in-house, and the idea of being able to see the issues from inception to conclusion and then living with the business consequences is what intrigued me, as opposed to working on discrete issues – where you may not understand the business imperative.

The way I’d describe the company and the way the legal office is run, is that it’s as close as I’m ever going to get to an entrepreneurial experience inside a company. The company has always been very innovative and very open to new ideas and new thoughts, and there has always been a keen focus on talent development. The intellectual challenges here are just so rich, I also had the opportunity to take on new assignments every three or four years within the legal office, and I have continued learning and growing – so I’ve stayed.

Being the assistant general counsel was helpful in taking on the general counsel role, in part because I was also the corporate secretary. So I wasn’t getting to know the board for the first time when I became general counsel – I understood the governance requirements and the CEO and board responsibilities at that level, so that bit of the transition was quite natural.

Having grown up here, the existing relationships that I had changed when I became general counsel. I sat on the operating committee of the office of the general counsel with my peers, all of whom were very talented and any one of them could reasonably have expected that they would be GC. So part of this job on day one was re-recruiting my peers, and acknowledging just what incredible lawyers and leaders they are, and reaffirming that all the fantastic work we had done as a leadership team was going to continue.

And then relationships with the rest of the c-suite were a little different. As corporate secretary, you’re helping to facilitate the needs of the c-suite, and so moving to become their peer was a great opportunity to interview them about their perceptions of the office. I tried to take on what I perceived to be misperceptions about the risk appetite of the office, and asked the question, ‘How have your business imperatives been constrained by the legal advice you have received?’ My objective was to understand the real barriers they’re dealing with as they’re trying to advance their business objectives, and what are the barriers that are perceived which we could eliminate.

When I found out about getting the GC job, there were three things I did: I told my wife over lunch that day, I started re-recruiting my peers, and then I took time to sit down and come up with a transition plan. I had the privilege of having two and a half months where I had overlap with David Leitch, our former general counsel, and in that period of time I focused on developing external relationships. I’d done a fairly good job of establishing networks as I moved up, but that peer group isn’t all moving up to general counsel at the same time. The general counsel role is so unique that it is just so helpful to have other GCs to call on, because there isn’t anybody on your team who’s experiencing the same thing that you’re experiencing. That network of GCs is just so important to be able to tap into to bounce ideas around some of the challenges you are facing.

I also spent time getting ‘boot camps’ by going to different law firms, based on their expertise, to go deep in areas of the law where I hadn’t practiced before. I also started to spend time with senior folks at law firms so that I could develop a crisis management plan. My instinct was that I needed to find a good set of lawyers that could really help me if I had a crisis – lawyers that are battle-tested and have been through crisis before, so that a team would be already in place should the need arise.

I rise at 4:30am every day thinking, ‘How am I going to beat my competition?’ I’m fiercely competitive and so are our lawyers, and innovation is a big part of that. I think of it in three phases – now, near and far. I draw a circle for ‘now’, I draw a bigger circle around it and I call that ‘near’, and I draw an even bigger circle around ‘near’ and I call it ‘far’. I obviously have to spend time in all three areas, but where my most significant value can come from is thinking about the ‘far’, because if we can anticipate both where the law is going and where the business is going, we can identify solutions that are out in the far and then try to bend them back to today. If I can reach out toward the future in how I’m thinking and bring those solutions back to today, the curve that comes back is my competitive advantage – that’s how we can contribute to beating the competition.

What that practically means is that in the now, I am using firms that are using AI for e-discovery. But as I think about the far, we also have a team of people thinking about how artificial intelligence can actually be used to write patent applications. We’re in the process of exploration about what that could look like, and there’s a number of tech firms who are experimenting in this space, so we spend time with them, considering issues like, do we do we enter into things like a joint development or joint venture agreement with them to more fully explore it together?

We are also considering artificial intelligence solutions in the contracts space – not just in terms of writing basic agreements, but is there a way to use AI to really help evaluate the aggregate risk that we have in our contracts portfolio, and is there a way to help people make good choices about the trade offs they’re making when they’re negotiating contacts? Which vendor to go with, what jurisdiction is going to govern, indemnity provisions – there’s all kind of trade offs people make when they’re negotiating contracts, but can AI help optimize results for us relative to our total portfolio of contracts?

In the future, I do think that the way we work will be very different. Just imagine a technology-enabled practice that has more virtual reality to it. It’s not that we’ll be interacting with holograms necessarily, but it could be that we shorten the distances between each other globally. Why isn’t there the technology to support better video interface so that it feels as if people are appearing in the chair across from me so that we can have a much more human interaction than say, the telephone or low-definition video? I think that will help in relationships with law firms, but I also see it being really beneficial in courtrooms as well – in interactions with witnesses and judges. I see ultimately advances there where the level of pro bono work we’re all doing to provide people with access to justice will be technology-enabled, and will be able to help more people to get access to justice.

When I was in private practice, I represented McKesson in a number of significant litigation matters. About 2010, the general counsel approached me and asked me if I would ever consider going in-house, because the head of the litigation group was planning to retire. I hadn’t been thinking about going in-house, so the question came to me out of the blue. I was very flattered to be asked, but I didn’t think that was the right move for me at that point. But he kept talking to me over the course of the next year, trying to intrigue me on the notion and finally, in 2012, I came on board as head of the litigation team and associate general counsel.

I had to really get a deep understanding of McKesson, because even though I’d represented the company in multiple cases beforehand, I really could not have imagined the rest of the issues and products and services the company was involved in until after I came on board. It was certainly a learning curve to understand all the different ways that McKesson was adding value to the healthcare system.

For me, that was a great opportunity to feel like I could be a student again in a way I had not been for so many years, because I had become so familiar with so much of the work I was doing, it became second nature. Now I was in a great position where I could learn and develop new knowledge and new skills.

In June 2014, I became general counsel a little bit unexpectedly. I learned in the middle of June that the GC was leaving the company and that I, along with two of my colleagues, would be interviewed as the potential replacement. Two weeks later, I became GC and she was gone. It was a fast transition, but a wonderful opportunity for me to add value at a level that I had not known beforehand. As daunting as my two weeks’ notice was, I could really dive in and help the decision-making for a much broader audience than I had been facing before.

One of the first things I had to do was meet with a variety of people to make sure I had the full breadth and understanding of what my role would entail. The general counsel organization that I head up is not just a legal department, it’s also the compliance department, the public affairs group, the corporate secretary function, and I had soon also formed a legal operations function. So initially it was a deep dive into making sure I understood the roles, responsibilities, goals and priorities, and really got to know the people who would be on my leadership team even better and understand what their teams were working on.

But then obviously I was now also a member of the executive committee of the company, and I had responsibilities towards our board of directors. On a daily basis, I was managing a variety of legal and business issues, working with the business leaders from across the company, working with the HR team and the leadership team to help drive employee engagement and career development, dealing with outside counsel and the like. My world had expanded dramatically.

All of this was happening at a time of great transition for the company itself, which was about to go global. We had just acquired Celesio, a public company with employees and operations in multiple countries across Europe – countries that McKesson had not ventured into before. So at the same time as I was digesting the organization that I was going to run, I was helping the company digest what it would mean to be much more of a global enterprise with distinct regulatory landscapes in Europe and all of the new issues that we would be facing. On top of all that, over the previous three years there had been significant changes in the healthcare world globally – our customers and suppliers in our traditional markets were undergoing massive consolidation and disruption, and government oversight was increasing everywhere. So my transition to becoming general counsel was really at a transition point for the whole healthcare environment as well.

If I were to advise anybody else who was about to make a transition similar to mine, the two things that come to mind are agility and prioritisation. When I started, the issues were constantly changing and the challenges we were facing and decisions we had to make were accelerating at a pace that I don’t think we had seen in the three years before I became general counsel. In light of that, I really do think it requires nimbleness and an ability to move from one issue to another with a keen sense of how one has to prioritize.

When I came to the company, I had always understood that the mission of the general counsel organization was to be trusted advisers that the company would turn to for help in mitigating and managing legal, reputational and competitive risk arising from existing laws or laws we were seeking to advance or change in some way. But as we began to see the landscape changing, I was very much inspired to start thinking about forward-looking values that my organization could contribute. I changed the mission statement to be a vision statement, and in addition to the important role of mitigating risk, I really started thinking about whether there were more active and strategic ways that we could help the company. We thought about ourselves not just as the team that got called when the company wanted to tackle a difficult issue, but we wanted to be the team they called when they wanted to innovate in what they were doing or think about new ways that they could add value to the healthcare system.

In the course of that, over the last three years we’ve done a number of things to demonstrate to the company that when we have a seat at the table, we can help them think about new ways to deliver value to our customers and our shareholders. We’ve been brainstorming about innovative processes and technologies, like having a standardized process for how the businesses will enter into contracts – a contract library that will reduce contract review time and improve how quickly our businesses can enter into contracts with their customers and their suppliers.

Another example is when, over a year ago, some folks on my team thought it would be a great idea to form a task force across the company to bring together subject matter experts from a variety of different areas to help brainstorm possible solutions to the opioid crisis that the US is facing. People from the law department, the public affairs department and the compliance departments started working with some of our business leaders, including some that are doctors and pharmacists with a deep knowledge of the different points that a patient navigates when seeing a doctor, dealing with insurance companies, dealing with pharmacists and so forth.

Over the course of many months, they published a white paper, which they’ve now shared with legislators. It contains ideas for ways we could change laws, or get better training or tools to help pharmacists or doctors manage some of the tough issues that the opioid epidemic has created. The company has made a number of recommendations, some of which have been adopted or touted as good ideas by state and federal legislative policy makers. Most recently, we helped the company form a foundation dedicated solely to addressing issues surrounding the opioid epidemic. Having a legal team that understands what it takes to put a foundation together and the expertise across the team is another way of transforming what the general counsel organization can do going forward.

Being a part of advancing ideas like these has been an incredibly rewarding part of what my team has been able to participate in, and I do think it stems from the fact that we all got together and embraced changing the role of our organization from just risk mitigating to being risk mitigating plus value adding.

I spent the first 10-12 years of my career working as a labor and employment specialist. Then, I spent about five years in private practice, before I finally moved in-house. I had found out pretty early on that I valued the long-term relationships and the business engagement that comes from working inside a company, so when the opportunity came up to work in-house at 3M Company, I took it. At 3M, I spent a number of years as a labor and employment lawyer, but then was asked in 2008 to take a general counsel role for the company’s consumer segment. After that, I spent seven years working in business roles and had terrific opportunities to move into international legal leadership roles as well as become the company’s chief compliance officer.

On assuming the general counsel role at CHS in 2015, the biggest learning curve was the responsibilities relating to governance and the board of directors. I had board committee assignments in prior roles, but being the board’s lawyer where you have to advise on their responsibilities and fiduciary duties to the company, represents a very different challenge. I had to learn how to walk the line of: yes, I’m part of the management team, but I also have very clear and important responsibilities as the counsel for the company. How to navigate those dual roles was a big part of that overall governance-related learning curve.

Our board is comprised of 17 people. You’re building relationships that are not just task-based, only requiring attention as and when an issue comes along; you’re there all the time. I’m responsible for educating and counseling them, and I’m aware that board members must learn quickly – it’s not like there’s an orientation period in which one can get up to speed. This in itself is a big challenge.

One time stands out as being particularly challenging for me in this role. CHS is a cooperative, governed and owned by more than 600,000 farmers and ranchers across the US. We were going through a process to amend the membership provisions of our cooperative, and I was on the front line of the communication strategies relating to the change because they were governance-related changes. I was actually communicating with the members, and a lot of them were quite vocal in their views about how things should be. Our owner members are passionate about CHS and they are willing to share their views, which is terrific. At the same time, figuring out how to be an effective communicator with an audience of owners was very different to my prior experience and, frankly, I learned and got better over time by having communications that didn’t go so well.

I also lead on compliance and government affairs. In that latter space, the big challenge is that government affairs and lobbying activities are a very different sort of world than most corporate lawyers are dealing with. There’s a system of how things work and the rules that operate in that system are all very different than the rules of the courts, where lawyers are traditionally trained, or rules of transactions, where lawyers spend a lot of their time. I’ve had to spend time as a student of my government affairs team, having them explain to me why their strategy on a given issue is the way that it is, how things work and how the role is done in a way that drives the company’s reputation forward.

The compliance area is much more comfortable for me, because I was the chief compliance officer in a prior role. I believe it’s a wonderful training ground for general counsel, because compliance is very, very important, but also because it is based on process and systems. General counsel need to get more familiar with how processes are built and operated, and the role of systems in managing risk.

Project and process management is going to be more and more important for in-house counsel. I am asked on a regular basis to take responsibility for a project or for an initiative – and that’s not just negotiating a contract or a transaction. It involves a number of other skills around establishing how are we going to move from the objective to the goal, the steps of the process, what process tools should we be using, how do we want to communicate change management issues to people – and, again, that’s a skillset that needs to be built.

With hindsight, the advice I would give to myself is to be more proactive at building relationships with the level of leaders below my c-suite peers. I spent a tremendous amount of time with my direct colleagues and the board of directors, but I should have done more to get to know the business unit leaders. They are the people who are most important to the operating rhythm of the company and to our risk management practices. Most employees in the company will look to their business unit leaders for guidance relating to culture, appropriate behavior and day-to-day leadership, and had I accelerated my learning and meeting with those people, I think I would have known more about the company earlier.

As general counsel, we’re going to have to get even more involved in understanding the business – and not just where the business is, but the strategies of the business and where the business is going. We’re going to have to be more familiar with the markets, the customers, the competitors and the products of our company than we ever have been in order to be effective at being proactive in our advice, and to be strategic in the issues the company is facing.

You need to be very open to any opportunity that comes your way that doesn’t fit in the narrow model of business lawyer for a company or law firm lawyer. If there’s an opportunity to take on a project, or to be part of a project team that is completely unrelated to what you do day to day – my advice is to take that opportunity. If there’s an opportunity to go to a new area of law, even if it’s for a limited time, take it, because you’ll have to stretch your skillset and your way of thinking and you’ll have to learn new ways of working, not only with other people, but just working in new areas. I’ve never taken an assignment where at the end of it I said, ‘Boy, I wish I hadn’t done that.’ It’s always been, ‘I’m so thankful someone gave me the opportunity to do something different.’

Looking to the future, I think that globalization is going to have an impact on the role of the general counsel. We have not seen the final stages of globalization yet. Because of this, I think there is going to be an increase not only in the risk profile that companies take on, but in the complexity of managing risk within the business. That’s something that I think relates very directly to the general counsel’s role.

As well as that, I think that people who want to be general counsel need to get more global in their perspective. I don’t mean necessarily living outside your home country, but I think having that global perspective and being able to understand and value the differences in cultures, and being able to be inclusive in how you work with people, whether they are next to you or whether they’re 5,000 miles away – that’s a skillset; it’s not just your nature.

As the workforce keeps changing – its composition, generations, geographies, working in one building versus working remotely – we have to be better at building relationships. I don’t mean being good communicators, like being able to give a good speech or a good talk, I mean the fundamentals of building relationships with people who might be very different from me in age, or in how they approach their work. At the same time, these relationships are going to be harder to build, because it won’t just be someone next to me or down the hall anymore – they are going to be far away geographically and culturally.

When I started my career, I didn’t have any preconceptions of where things would lead. I clerked for a year then headed to the New Jersey attorney general’s office, where I cut my teeth on labor and employment cases, while spending a lot of time on my feet in court. I enjoyed the role – the cases were stimulating – it was a great place to learn, to make mistakes and to develop my style.

After leaving the government, I took the road less travelled and joined a large class action shop in New York City, focusing on plaintiff’s side work, where I helped litigate the ‘MTBE MDL’ environmental contamination cases. I represented a number of states and municipalities across the US in recovering groundwater clean-up costs from the refiners and additive manufacturers – and felt a little like Erin Brockovich. The experience was a turning point in my career, where I was forced to think strategically about large pieces of litigation from the opposite side. I can’t replace those three years on ‘the dark side’ with any other experience, and they continue to shape the way I view smart litigators and a good litigation strategy.

After leaving the firm, I joined Tyco International’s law department. Tyco had just hired a new general counsel, Judy Reinsdorf, and she was building out a new department. The company was still wrestling through the morass of litigation brought on by the missteps of its former CEO, Dennis Koslowski (imprisoned in 2005 for fraud). The company was in a dynamic time and undergoing significant change. I had outstanding mentors, both in the business and within the law department, and my time at Tyco fostered my interest in continuing my career in-house. It was an exciting time to be an in-house lawyer at Tyco, and it felt a little like Christmas every day as we worked through enormously complex issues with an exceedingly talented and dedicated team.

I left Tyco to lead the litigation department (and later the compliance function) for The ADT Corporation – a spinoff of Tyco – in 2012. At ADT, I worked hard to achieve cost reductions through in-sourcing and initiated a legal cost recovery program, yielding significant seven-figure checks to the company every year. I reported to the board’s audit committee in my role as chief compliance officer, and enjoyed the unique perspective of wearing both the litigation and compliance hats. The experience helped me think more tactically, and gave me a bird’s eye view of our enterprise. I enjoyed implementing risk mitigation measures to address operational gaps, and it was exciting to be part of the solution.

After ADT was sold to Apollo Global Management, I took a position with PSEG as its deputy general counsel, chief litigation counsel and assistant corporate secretary. Though my time there was brief, it helped prepare me for the general counsel’s office at Kelly Services.

I joined Kelly Services in the fall of 2017, and it has been exciting to join one of the most recognized and trusted brands in the workforce solutions space. Though Kelly has been in business for more than 70 years, it is constantly evolving: the past year alone has brought a new CEO, a focused go-forward strategy, and a more connected, energized culture.

My most significant challenge has been learning the industry and the workforce solutions space, and I have been spending the majority of my first six months listening, processing, learning, and understanding.

Kelly has a diverse full-time and part-time talent pool, and I strongly believe that an organization will not yield the best result or reach the best decision unless there’s engagement from differing backgrounds and perspectives. I just joined Kelly’s diversity and inclusion committee, and am excited about the company’s initiatives in this space. We impact the lives of those we’re able to touch, and our employees make up the fabric of our commitment to doing the right thing, always.

Kelly is also looking at the future of work. The company is evaluating technology as a tool to secure efficiencies in connecting people to work, and I am currently evaluating an electronic contract review platform that will increase service levels and support to my internal clients. Kelly is examining the benefits of utilizing artificial intelligence and machine learning, and implementing the use of bots, so we can serve our customers and talent more effectively in a highly competitive and evolving marketplace.

It’s important that the general counsel’s office evolves in lockstep with ongoing changes to technology. Technology introduces tremendous advantages that often carry inherent, but manageable risks. Our team is vigilant and disciplined in keeping abreast of developments, and educating our internal and external clients about the legal implications of tech in their business.

It’s important to closely partner with our business as opposed to acting as just a legal adviser, and in-house attorneys need to be business partners that are integrated into the decision-making process.

I believe that the most important quality for a general counsel is judgement. We’re in this office to make difficult decisions, and having a deep knowledge of the law and regulations isn’t enough anymore – it’s building influence and offering real commercial solutions. Lawyers are traditionally trained and valued for their technical expertise, but in-house attorneys and GCs really need to learn how they can best add value to the organization by understanding context.

Getting to the GC’s office may involve taking different roles along the way. Remaining in one functional area may not necessarily be the best route. If you have the ability, try different areas: jumping from litigation to compliance, to the corporate secretary’s office, taking on an expat assignment or even taking a business role – these are all experiences that help prepare you to become an effective general counsel.

Whatever role you’re in, don’t be afraid to ask questions. Joining a new company and a new industry has a lot of challenges. People at Kelly have been generous with their time, helping me to accelerate the inevitable learning curve that comes with joining a new company. But when you join a new organization, make sure that you’ll have access to the support and resources you’ll need to become effective. If you don’t have those tools or resources available, or you don’t feel secure in asking questions, failure is certain. And don’t be afraid to ask the simple questions. Oftentimes, including a fresh perspective causes people to rethink and re-evaluate things, which is never a bad thing.