With all the scandals and financial woes surrounding the business world, it would seem that general counsels—the top lawyers in a corporation or organization—would be inundated with litigation. In fact, many are taking the opposite tack. They are pushing harder to resolve legal matters internally, using mediation and other less costly strategies, rather than duke it out in the courtroom.
"There's a greater reluctance to get involved in litigation. We don't want our legal budgets to get tied up in litigation," says Lorraine K. Koc, vice president and general counsel for Deb Shops, Inc., a Philadelphia-based teen retail business that operates 337 stores in 42 states. She also cites greater pressure to keep legal work inside the company. "There's more work with the same resources. That makes a greater challenge."
While it's often said that the buck stops with the general counsel, these days that also means stretching the buck. As much as ever, a general counsel's job requires a savvy blend of legal and business acumen. General counsels are responsible for providing comprehensive, long-range legal advice. But they must also be adept at belt-tightening. And they are expected to spot trends and issues before they become problems.
At Deb Shops, Koc is one of three general counsels. Her law firm background is in real estate law, but her focus these days is risk management, corporate contracts, and employment law (the company has more than 3,000 employees). She determines, for example, appropriate employee compensation and the proper procedures for hiring and firing. "It's a fun area because employment law is peoplecentered," she points out.
Koc reports that the best general counsels have a genuine interest in business, are able to deal with a broad range of legal issues, and are good at counseling their business associates. She notes that she's involved in a different area of law every day and compares her job to that of a general practitioner in the medical field. "It's kind of fun, rather than being a specialist," Koc says, explaining that she prefers it to litigation work.
"I like counseling and being creative on the front end to avoid legal issues, as opposed to doing litigating on the back end," she adds. "I don't have patience for filing motions. I like getting results right away."
An example of how a general counsel adds value to its company, Koc says, is by anticipating and supporting new business initiatives. Deb Shops, for instance, launched a major e-commerce initiative in February. Until then the company had a minimal presence on the Internet. Before the launch, Koc employed intellectual brand protection law to eliminate cyber-squatters and help ensure the protection of the company's brand and trademarks. "You identify a risk," she notes, "and work hand in hand [with the business people] to enable them to do what they do best."
General counsels tend to like how their position allows them to develop substantive, longer-lasting relationships with clients. With litigation work, lawyers are brought in to resolve a rupture. Once they've completed the task, that's often the last they see of their client. General counsels, on the other hand, routinely get to exercise their relationship-building skills and nurture projects from start to finish.
"I would have been hard-pressed to find a more gratifying professional career than I've had," says Susan Blount, senior vice president and general counsel of Prudential Financial, Inc. "There is a lot to be said for getting to know clients, the same people day in and out, over a sustained period of time, and watching ideas develop."
She adds, "Watching that whole life cycle from my vantage is enriching and engaging."
According to a survey by the Minority Corporate Counsel Association, Blount is one of 92 female general counsels of Fortune 500 companies—double what they were in 1999, when the association began keeping track. Altogether, 150 lawyers report directly or indirectly to Blount. She recommends general counsel be fair, upright, and consistent in how they deal with people—a topic she spoke about recently on a panel about building constituencies for the Fourth Annual General Counsel Institute sponsored by the National Association of Women Lawyers.
For a company involved in insurance and investment management like Prudential, she says it's also important to have learned securities law, litigation, and how business works. "The people who do well here are people with a high degree of technical knowledge, a commitment to the craft, a broad view, and an instinct for collaboration," says Blount, who also chairs the Committee of Corporate General Counsel of the ABA's Section of Business Law.
Blount didn't have a grand career strategy when she began as an associate at a large law firm doing commercial real estate work. She joined Prudential's real estate operations in 1985 partly to gain more control over her work flow. With her promotion to general counsel, she predominately focuses on big-picture and management issues. She's involved every quarter in a securities disclosure process and also in risk management meetings where people flag new ideas and initiatives and talk through them. With the current economic state of affairs, some issues come up that they have not faced before, but Blount says the company's lawyers on the front line have deep experience.
Lesley Rosenthal, vice president, general counsel, and secretary for the New York-based Lincoln Center for the Performing Arts, also takes a team approach, whether her colleagues are lawyers or not. "I have as much to learn from the marketing and finance department as they can learn from me," she says, describing how she devised a program to teach basic legal concepts to nonlawyers.
Because she's the general counsel for one of the world's largest and most comprehensive arts centers, her responsibilities are wide-ranging. The organization is the chief owner and steward of a 16.3-acre physical campus. It hosts 12 resident arts organizations, including the Metropolitan Opera, and has become a major arts presenter, filling the theaters during off-seasons. As its chief legal officer, Rosenthal has oversight for areas including media, intellectual property, government relations, financing, construction, labor/employment, tax, trademark, collective bargaining, and governance. Because her organization is a nonprofit, she must also ensure that it complies with a complex array of federal, state, and city requirements.
Additionally, Rosenthal has been instrumental in education initiatives; for instance, digitizing the broadcast content produced for PBS's Live from Lincoln Center to make it more globally accessible. With the economic downturn, she's been concentrating on diversifying sources of income. In addition to traditional ticket and contributor revenues, she's working on book publishing deals, leveraging the real estate, and improving the garage and restaurant management. She's also created a new model for the procurement of legal services by developing the Lincoln Center Counsels' Council. This pro bono group of lawyers from 25 major law firms and in-house legal departments provide more than $1.5 million worth of free legal advice and counsel per year.
"The ability to be a persuasive speaker and writer is an important skill," says Rosenthal, who began doing pro bono work while in the litigation department and the communications and technology group of a New York law firm for 13 years. She headed a legal team that represented five Tibetan Buddhist monks seeking political asylum. She represented indigent artists, a juvenile in foster care proceedings, and a passenger from the Golden Venture, the ill-fated, illegal immigrant shipsmuggling operation. These experiences taught her how to craft a sensible pro bono assignment, make reasonable time estimates, and deliver results. "Do what you love and you'll never work a day in your life," she says.
As senior vice president and general counsel for the U.S. Postal Service, Mary Anne Gibbons has one foot in the public sector and another in the private sphere. This heavily regulated government entity is the second largest employer in the country. "It's run pretty much like any large company in the United States," Gibbons says. At the same time, the Postal Service was only recently given a mandate that allows some retained earnings.
Gibbons' responsibilities are to counsel the Postal Service's Board of Governors and she's a member of the Executive, Capital Investment, and Business Review Committees. She's also the one who makes appearances on Capitol Hill or prompts the Equal Employment Opportunity Commission to resolve lingering labor disputes. Other areas of control include labor negotiations of $40 billion, postage rate cases of $70 billion, freedom of information and employment law, government regulatory practice of federal ethics, international law, and torts.
"I have experts in each area. I cannot be everywhere," she says, explaining that one of her most important tasks is to hire a capable staff, develop them, and provide them up-to-date information on legal developments. Most of the time she's managing their work flow, identifying issues, and making sure her team is doing sound litigation. "You need good judgment on how much to work something and what it's worth," she observes. "There's such a thing as good enough in some situations, while absolutely the best is needed in other situations, depending on what's at stake."
"I love managing and helping people to succeed and blossom," says Gibbons, who earned a master's degree in counseling and student personnel before attending law school. This background honed her listening skillsand taught her alternative dispute resolution, highly useful in her current position. She's always worked hard. Finishing one assignment, she'd run to her boss for another. She sought leadership roles because she likes to solve problems. "Someone said I'm resilient. If I make a mistake, I learn it and move on."
When she was offered the general counsel job in 1999, it was right after she'd adopted a child at age 48. It wasn't perfect timing, but she says she took the position because "opportunities in terms of career advancement don't always come at the best times."
Although her task sounds Herculean, she always takes time to issue thank yous and small acknowledgments to her workers across the country. "I ask my staff to let me know when someone won a case, passed the bar, got married, or ran a marathon," she says. "That's a way to keep your department going and functioning well, especially in tough times."
|General Qualities for a General Counsel|
- Learn alternative dispute resolution.
- Work hard.
- Become a leader.
- Learn from mistakes and move on.
- Elicit mentors.
- Keep your ego out of it.
- Become a generalist.
- Do what you love.
- Learn persuasive speaking skills.
- Be fair, upright, and consistent.
- See both sides of issues.
- Develop "tone from the top."
- Interface well.
- Be a team player.
- Hone legal analysis and writing skills.
- Manage time effectively.