Law Department Administration

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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 Lloyd M. Johnson Jr., Chief Legal Executive LLC

For many years, CEOs looking to hire general counsel have looked beyond legal skills to find good, solid, strategic business counsel. That’s no longer enough.

The ability of the chief legal officer to manage the legal department and to stay one step ahead of both the C-suite and the board are the baseline requirements. But there are new factors to be dealt with. Institutional investors are increasingly impatient. CEOs and board members have more sophisticated expectations of the general counsel. And many sitting CEOs and general counsel are on the verge of retirement.

As a result, while CEOs looking for new general counsel are looking for top attorneys whose skills have been forged in a solid, forward-looking understanding of business and industry, they no longer expect that attorney to simply help guide the company along the right road. That attorney, instead, is expected to be the company’s mapmaker.

Given this development, it occurred to me that it would be useful – for general counsel, future general counsel and the CEOs to whom they report – to see just how we got here and where we’re likely to go in the years to come.

For help with that, I touched base with four executive search professionals who specialize in placing top legal officers: Cynthia Dow at Russell Reynolds, Julie Preng at Korn Ferry, Victoria Reese at Heidrick & Struggles and Paul Williams at Major, Lindsey & Africa. Williams, who was general counsel at Cardinal Health, a Fortune 500 healthcare services company, from 1995 to 2005, offered a unique from-the-trenches perspective.

The Captive Law Firm

Back some 40 years ago, the legal department wasn’t usually the first choice for the most ambitious attorneys, for whom law firm partnership was the brass ring. Though it offered less stress and fewer hours, the legal department seemed short on challenges, glamour, glory and competitive compensation.
Continue Reading What CEOs Want in a GC: Five stages in the evolution of the position to the key role it is today

By: Rees Morrison

Articles, consultants and conferences repeatedly praise data as an antidote to misimpressions and a supplement to experience. Most general counsel agree and, in their own fashion, rely on the data their department generates. Why, however, do some law department managers oppose investments in metrics as aids to their decision-making? Law departments store troves of data about matters, costs, law firms, time allocations and more, yet sometimes it goes unused, unvalued or even unrecognized.

While writing a book about management metrics for lawyers, analyzing such metrics and creating charts to convey findings, it occurred to me that we boosters of data-based decision-making can advance many arguments in favor of it, give examples, appeal to logic and history, but sometimes we make little headway. So I started collecting what I project to be the legitimately held beliefs of those who oppose enlisting data for decisions. Let’s refer to those beliefs as “objections.”

As the number of objections grew, a taxonomy drawn from several disciplines differentiated and grouped them. Here are the six disciplines and a thumbnail definition that guided assigning objections to them.

Anthropology: tribal mores and the culture of a law firm

Biology: primal fears from…
Continue Reading Just Say No to No: Be able to counter any objections to using data analytics in management decisions

Interview with Damien Atkins, Panasonic Corporation of North America

Rapid turnover in the C-suite, full-blown proxy fights, merging business cultures – Panasonic’s GC Damien Atkins has borne witness to it all. He discusses his M&A successes, and one pivotal failure, along with his plans for Panasonic’s in-house operations and how to face global compliance concerns. His remarks have been edited for length and style.

MCC: Congratulations on being included in the list of the “Top 100 Most Influential Blacks in Corporate America” by “Savoy.”    I understand the magazine received over 500 nominations.

Atkins: Thank you. It was particularly gratifying because it recognizes African-Americans who not only have made an impact on corporate America but who have also contributed to the betterment of their communities.

MCC: Tell us a little about yourself and your background.

Atkins: I’m originally from Oakland, California. My father joined the Foreign Service when I was young, so a lot of my boyhood years were spent in Ecuador, Panama and a number of other countries. After graduating from Banneker High School in Washington, D.C., I received a B.A. from Stanford, then moved back east to attend NYU law school.Continue Reading Change is More Than Just Talk at Panasonic: Creating a Culture of Compliance and Collaboration

By: Rees Morrison

This article explains how you can predict the amount a company’s law department spends on outside counsel based on the revenue of the company. Such a prediction can be useful for law firms, for example, when estimating how much of a given company’s expenditures the firm receives (the so-called share of wallet) or when proposing additional work (share of future wallet). For law departments, they might want to bootstrap a comparative analysis of their own spending against competitors who will not divulge proprietary information.

To explain how we make these predictions, we draw on data from the benchmark surveys conducted during the past five years by General Counsel Metrics, LLC. Specifically, the data set covers the outside legal expenditures and revenue for 145 submissions by 105 different law departments in the energy or utilities industries (the power industry, when grouped together). Collectively, the companies reported 2,916 lawyers and $670 billion in revenue; 89 of them are U.S. companies, 33 are Canadian and seven are British.

To predict spending on law firms (and the small portion on other service providers), we use a powerful statistical tool called linear regression. Regression predicts the value of a response …
Continue Reading Using Stats to Predict Outside Legal Spending