Career Development

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By: Stephanie Mullette, National Association of Corporate Directors

In her new role as the Director of Corporate Solutions for the National Association of Corporate Directors (NACD), Stephanie Mullette is exploring opportunities to forge stronger relationships between the general counsel and the board of directors. “When we think about good governance at an organization, most of us associate those practices with the board of directors,” she explains, “which seems logical as the board is typically the final decision maker. But if you dig a bit deeper, you quickly recognize the influence of the general counsel as an internal advocate for strong governance practices.” Below, Mullette discusses the interaction between corporate boards and general counsel, their roles in M&A, and how to optimize the relationship. Her remarks have been edited for length and style.

MCC: Please tell us about your background as it relates to your new role as NACD’s Director of Corporate Solutions, particularly your focus on enhancing engagement with general counsel.

Mullette: After studying in Germany, I worked for White & Case. One of our clients at the time was a company dealing with activist investors, and so when I came back to the U.S., I wanted to continue

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Continue Reading Optimizing General Counsel–Board Relations: In corporate M&A, working together as partners in skepticism can advance a company’s long-term strategic interests

By: Veta T. Richardson, Association of Corporate Counsel and Caren Ulrich Stacy, OnRamp Fellowship

At the entry level, men and women join the legal profession at the same rates, yet by the time they reach leadership roles, less than 20 percent of partners are women. Corporate legal departments suffer the same disparity. This leaky pipeline is partially due to women’s choice to set aside their careers for child-rearing. As a recruiter, Caren Ulrich Stacyrecognized that a highly motivated talent pool was not being tapped and created OnRamp Fellowship – now joined by OnRamp In-House, an initiative the Association of Corporate Counsel (ACC) has joined with – to reintroduce women lawyers returning to the field after an absence. Here, Stacy and Veta T. Richardson of ACC discuss the evolution the program and the depth of the need to address the root causes. Their remarks have been edited for length and style.

MCC: What is the mission behind OnRamp Fellowship?

Stacy: OnRamp Fellowship is a re-entry or “returnship” platform that offers opportunities for women lawyers interested in returning to the workforce after taking time off from their legal jobs in order to raise a family or pursue other

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Continue Reading An On-Ramp to the C-Suite: A joint initiative aims to return motivated female lawyers to corporate counsel roles nationwide

By Michael Stevens, AccessData
Keeping internal tech teams up to date on legal and compliance trends is a never-ending task for many corporate legal departments. But it remains an important one, as CIOs and CISOs developing technology plans for a company need to account for these requirements and more. Security threats, mobile employees and a changing regulatory climate can keep good general counsels awake at night. Along with their CIOs, GCs must look to update their technology and processes to steer the ship through these challenges in a rapidly changing information age environment.

How Secure Is Your Data?
There are many great lists that you would like to see your corporation listed on, but I will bet this isn’t one of them: Krebs on Security. How you interact with your CISO or CIO to manage your company’s security risks is crucial in keeping you off this dreaded list. You may think that you have everything locked down, but you are facing an indomitable foe every day – clever cybercriminals. Who is going to be responsible for handling the legal consequences in the aftermath of an incident? Just look in the mirror.

It is a heavy responsibility to keep customer, financial, intellectual property, personally identifiable and legal information safe from breach. Cisco’s Annual Security Report in 2016 said that 65 percent of organizations feel that they face a significant level of security risk. Additionally, Bomgar’s Vendor Vulnerability Report stated that 55 percent fear a breach resulting from vendor access will occur over the next year, while 20 percent believe the same will happen at any time after one year. A practical reminder – be sure your technical teams are requiring all vendors to adhere to the highest security standards and have a protocol to immediately inform you of any breach.

Creating a detailed map of all of the organization’s data repositories is critical. Unless the organization knows what it has, where it resides within the organization and who is responsible for the data, it cannot respond quickly or effectively to data loss. By creating a detailed data plan with your CIO, CISO and internal stakeholders, you can determine what types of information you have, where it lives and who has access to it inside and outside of your organization. If your organization doesn’t yet have an incident response (IR) plan, insist on it before you experience a cyber or other security breach. Part of that IR plan will outline what steps must be taken to rapidly investigate where and how the breach occurred; what data, if any, was compromised; if the breach is ongoing; and how to remediate it. This is where having a data map, including the locations of sensitive legal and matter, becomes critical.

BYOD: Your Recurring Nightmare
Continue Reading Are You and Your CIO in Sync?: Alignment on relevant industry trends significantly impacts IT’s capacity to satisfy a legal department’s needs

By Lloyd M. Johnson Jr., Chief Legal Executive LLC

Four years ago, Susie Lees became general counsel at Allstate. She had been with the law department for 24 years, and she saw that it was time for major change. Costs were too high, and operations were inefficient. Thus began an odyssey as Lees set out to create the Law Department of the Future (LDF) as one of her highest priorities.

In previous columns, I have noted that the transformation of a law department is difficult whether it has 20 attorneys or 100 attorneys. Imagine the challenge of engineering and implementing the transformation of a department of 1,400 people and 700 attorneys. That’s what Lees faced.
Continue Reading At Allstate, the Future Is Now: One GC set out to create nothing less than the law department of the future

Interview with Brian Campbell, ACC New York City Chapter
The Association of Corporate Counsel (ACC) is a global bar association, promoting the professional interests of in-house counsel through education and advocacy. Via local chapters, the ACC offers its members resources for continuing legal education (CLE) credits and networking. The New York City chapter (previously called Greater New York) is led by DHI Group General Counsel Brian Campbell, who shares highlights from a recent event here, along with the benefits he has enjoyed through his participation in the chapter. His remarks have been edited for length and style.

MCC: This is your fourth year as a board member of the New York City chapter of the ACC, and your first as president. Tell our readers about the chapter. What are you hoping to deliver to your members?

Campbell: Our New York City chapter is one of the ACC’s largest at nearly 1,800 members. We serve the five boroughs of New York City, as well as Long Island. The board is made up of in-house lawyers, who are all engaged in and dedicated to fulfilling our chapter’s mission. Our programs and events are geared toward in-house counsel, and although law firms and service providers sponsor us, our goal is to provide members with opportunities to learn about what’s going on in the industry and to educate themselves on issues that come up in their day-to-day practice or in their own career growth and development, all in an environment in which they’re not subjected to a sales pitch. We also encourage engagement among members and want to bring them together to help one another advance their careers.

We regularly poll our membership via surveys and informal conversation to see what is piquing their interest, and through that we’ve enhanced our program offerings. We’re always coming up with new and creative initiatives to get our members what they need. We emphasize over and over that for less than $400 a year for an individual membership, in-house counsel can get all of their required CLE credits, without being charged any additional fees. They can also take advantage of social and networking opportunities with other in-house counsel.

And of course, there’s the ACC annual meeting, where for an additional fee in-house counsel can obtain all of their CLE credits in only a few days. On top of that, they can meet members from other chapters around the world and interact with their peers as well as top-level practitioners. For example, at the 2015 annual meeting in Boston, Ben Heineman, the former general counsel at General Electric, addressed other chief legal officers (CLOs). There were around a hundred CLOs in the room. Ben spoke to us and then stayed around to answer questions, and it was really a fantastic event – one of the highlights of my years practicing in-house. That’s something you don’t otherwise see outside of ACC, someone of the caliber of Ben Heineman connecting with in-house counsel on a personal level.

Also, ACC as a global organization has continued to expand and grow worldwide, with new chapters as far afield as Australia. ACC global also hosts conference calls and webinars and distributes literature and other resources.

MCC: What are some of the benefits of taking on a leadership role?  
Continue Reading ACC-NYC Offers Outreach and Opportunity: The regional chapter of a national organization can offer uniquely local networking and educational events

By: Lloyd M. Johnson Jr.

Recently, I was speaking with an executive recruiter about what it takes to be a successful GC in this era of the activist investor (see my column in the April issue of MCC). “If you don’t have managerial courage, you’re probably not going to be an effective general counsel – or even get the job in the first place,” she told me, drawing on years of experience placing GCs in major companies. And she’s not alone in believing that. Increasingly, executive recruiters are telling me that managerial courage is part of the GC’s job description. And that means the wise general counsel will include it in his or her leadership toolkit.

More Than Just Courage

At its heart, managerial courage is the willingness to raise difficult issues openly and honestly. It means putting the need to do the right thing ahead of personal concerns about career and advancement – saying what people should hear rather than what they want to hear. For the general counsel, it can also mean asking the tough questions of an especially tough audience. “When you’re talking about having that conversation with your CEO or board, and the…
Continue Reading Creating Transformation Through Managerial Courage: For a general counsel, demonstrating managerial courage can transform the entire organization.

By Joe Calve

In his nearly 20 years as the top legal executive at General Electric, Heineman redefined the role of the GC in the modern corporation. The key to a GC’s success, he says in his indispensable new book, “The Inside Counsel Revolution,” turns on her ability to resolve the tension inherent in the dual roles of partner to business leaders in the drive to achieve performance goals and guardian of the corporation’s integrity.

That’s no easy trick given the “Herculean” task the typical GC faces. Indeed, as Heineman marches readers through a parade of corporate horrors – Enron, WorldCom, HP, Siemens, Wal-Mart, GM – he’s compelled to conclude that inside counsel, too eager to please their business partners, have “failed miserably as guardians.” He does not, however, abandon hope, citing “the many voices maintaining that a strong guardian role for the General Counsel is both desirable and feasible.”

There is no shortage of doubters. They survey the wreckage littering the corporate landscape and conclude that reconciling the partner-guardian roles can’t be done. Securities law maven John C. Coffee, Jr., a professor at Columbia Law School, is a prominent example. Coffee believes inside lawyers are fatally compromised by the very nature of their roles. In his book, “Gatekeepers: The Role of the Professions,”
he poses the obvious question: Why do so many corporate gatekeepers, including inside counsel, fail?
He answers his question with a question.
Continue Reading Backstory: Rebel with a Cause: A talk with Ben W. Heineman, Jr.

By: Lloyd M. Johnson Jr.

General counsel have been called many things, but visionary has rarely been one of them. Though most GCs have, over the past 40 years, made the journey from administrator to counselor to gatekeeper to strategic advisor, that’s generally as far as they’ve gone. The highway that most general counsel – and their legal departments – still travel remains pitched toward the same horizon it’s been pitched toward for decades. The scenery along the road has changed little. And it’s possible that the horizon line itself is nothing but a cliff.

What’s become increasingly evident is the need for off-ramps from that highway and, in fact, a brand new destination: a legal department headed by a general counsel who, by dint of truly transformative change, has established herself or himself as not just the traveler but the mapmaker, the one establishing the directions in which the company will move and adapting the map as the company encounters roadblocks, detours and changes in terrain.

This column is the first in a series that will explore that evolution, digging deep into what general counsel need to understand – and master – to become mapmakers, exploring the factors…
Continue Reading Expanding the Known Universe: GCs who take on a visionary role become the mapmakers charting their company’s course

MCC Interview with Megan Belcher, ConAgra Foods

Successful, powerful, dynamic leaders do not mysteriously appear in the C-suite fully formed as perfect leaders. Megan Belcher of ConAgra Foods encourages women lawyers to seek out the stories about the paths to leadership from those leaders – the struggles, risks, and triumphs – and use them as levers to transform their own development. Her remarks have been edited for length and style.

MCC: What is the current state of affairs for women and their path to leadership in the practice of law?

Belcher: I think it’s been challenging for many decades, and it remains challenging. Agnostic of practice venue, women still have not come close to reaching leadership roles in parity with men, despite entering law school in almost equal numbers. Whether it be at the equity partner level, or at the Fortune 500 general counsel level, women aren’t even cracking the 30 percent mark in representation. The pay gap similarly remains, with women making about 80 percent of what men in either firms or in-house venues make. Women are also leaving the practice of law in greater numbers, which is probably the most troubling trend, in my opinion.

All that being said, there’s never been a time in the practice of law when there has been more momentum behind supporting women in their practices, in their path to leadership and in building a community to empower one another. There are a tremendous number of leadership and development opportunities about which women in law can be excited.

MCC: What are the key barriers and derailers for women, not just in seeking leadership positions, but also in staying in the practice of law?

Belcher: From an infrastructure perspective, I believe the biggest barrier is the continued broad use of a “one shoe fits all” model of leadership in the practice of law. There has long been an iron-clad concept about the model for a successful lawyer, what a successful path to leadership looks like, and what the core competencies of that path to leadership are. It’s fairly inflexible and it’s outdated. Part of what’s going on now in the practice of law, and particularly in the focus on women’s development and leadership, is rejecting this “one shoe” model of leadership and evolving into a new, more inclusive model of leadership.
Continue Reading The Power of Authentic Storytelling: The path to leadership for women in law is bumpy – better get going

By: Rees Morrison, Altman Weil Inc.

General counsel want to know about the legal department’s productivity, value and client engagement. Even better, they welcome ideas regarding how to improve those important attributes. The good news is that insightful clues to each of them are as close as the email inbox! General counsel who understand and interpret data about the email traffic sent by their lawyers to internal business clients and received by their lawyers from clients have tapped into a trove for analysis. This column sketches how to collect that email traffic and ways to analyze it.

Is It Legal?

As readers might be concerned about invasion of privacy, my assumption is that all email handled on a corporate server is owned by the corporation and can be studied by the corporation. Hence, there should be no expectation of privacy regarding the emails of lawyers or clients. Point two is that the email traffic to be examined would be stripped of any content other than names of lawyers and clients and dates. Point three is that the data source will only be messages between corporate clients and their in-house counsel. (Whether attorney-client privilege would be threatened is beyond…
Continue Reading Email by the Numbers: Graphing a department’s email activity can yield crucial information on productivity and value