Moving into the general counsel role brings new waters to navigate for even the most seasoned lawyer. As my colleague Alice Geene, Chief Legal Officer for Rewards Network, put it, "The General Counsel is expected to make some of the most difficult and complex decisions and recommendations on behalf of the company. Senior in-house lawyers are presented with these situations in the most substantial matters they manage, but a General Counsel's bread and butter is to be involved in and to take a leadership role in these types of decisions every day."
Alice, myself and our colleague Earl Barnes, Senior Vice President and General Counsel at OhioHealth, have been preparing for the upcoming Minority In-House Counsel Association conference, which led us into a discussion about moving into the top in-house legal position and how to handle the adjustment.
The switch from a non-GC role to the head of an entire legal department takes an open mind and a "hit the ground running" mentality. The title includes "general" because it's a general role, not a specialized one. The breadth of the issues ranges on a day-to-day basis, and you are exposed to the whole gamut of things that come up from the entire company. Alice explains, "It requires a lot of balancing of different considerations and strong relationships and communications with many different organizational stakeholders, including the Board of Directors and CEO."
So what do you do first as a new GC? Earl suggests spending those early days getting to know people, the culture and the organization and getting a feel for the legal needs and if they are being met. You are going to want to:
- Learn the business. Really immerse yourself in it and how it makes money. So many lawyers (particularly if coming from a junior position or outside) might not have that business orientation, so building your business savvy and being an expert on the business is key.
- Assess the team you have. Sometimes when you come in from the outside, you have to make tough choices. In the first 90 days or so, you have to make those tough decisions because there is a limited window of opportunity to reorganize (and you are basically given a free pass by the CEO and others on the executive team).
- Assess the budget, particularly the outside counsel spend. Do that upfront.
- Set up meetings with the organization's leadership so you can find the key leaders and sources of knowledge in the company. Ideally, these discussions will identify the top areas where you and your team should focus your attention within the company.
Acclimating to this new company is only the beginning of your work. You most likely will be faced with a team of lawyers looking to you as a new boss and an executive team looking at you as the new kid on the block. So how do you set the right tone with your new subordinates and how do you establish the right rapport with the CEO and the rest of the executive team?
With your new team, you begin by listening. Establish an open door policy and get to know your personnel, their vision/philosophy, their personality and their concerns. When Earl became a GC, he took the opportunity to work with each of his lawyers on a project to get to know them and give them an opportunity to better understand him as a leader. Alice reminded us that "Strong in-house lawyers are hard working and know how to do their jobs. What they are looking for from their General Counsel is a sounding board or alignment of a decision with the company's strategies or leadership support in challenging circumstances. An effective GC listens and tries to meet the needs of the team."
With the executive team, first, be inquisitive and definitely show an interest in the business. You want to be perceived as a strong business executive, not just someone who is preoccupied with legal issues. You want to be able to go toe to toe with other members in terms of critical business issues, such as demand for the product, dealing with the suppliers, etc. It will take time to develop these relationships and establish yourself amongst the team. “Be patient. The inclination is I'm going to roll in and the CEO and I are going to be best buddies and then I'm going to make friends with the rest of the team. If you are the new person, this is a challenge. Be patient, be yourself, be visible. You are getting a chance to know them and them you. You have to give it time, and over time that rapport should develop. If you try to force it, it appears exactly that way," says Earl. "The GC relationship with the CEO requires trust and communication—and it takes time and shared experience to build,” explains Alice. “One of the most important things a General Counsel can do is to ask upfront what she can do to contribute to a CEO's effectiveness at his or her job. It helps the CEO to understand that the GC views the trusted advisor relationship broadly and entailing much more than simply legal advice.”
"When on an executive team, you are exposed to everything and can be dealing with anything at any given time," Earl says. "It requires someone that doesn't need to take an issue and go off and think about it for a few days. It requires someone who is be able to make a decision quickly." "A company is looking for something different from the General Counsel than from the other in-house lawyers," Alice further elaborates. "Sound legal advice and hard work are musts but are really a fraction of what being a GC entails."
Alice, Earl and I look forward to continuing this robust discussion at the Minority In-House Counsel Association conference on September 10 in Chicago.
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Paul S. Williams is a partner at Major, Lindsey & Africa's Chicago office. A Fortune 500 public company director and a former chief legal officer and corporate secretary of a Fortune 20 company, Paul focuses on conducting in-house searches, particularly general counsel and other senior level positions. He also works with law firm partners who are interested in making lateral moves.