August 20, 2016

MEMBER SPOTLIGHT: An Interview with Michele Coleman Mayes

It takes only a couple minutes on the phone with Michele Coleman Mayes to know she has a big, vibrant, genuine personality: funny, confident, driven, and not only book-wise, but world-wise. The wisdom comes from a wide-ranging, highly successful career, as well as negotiating the legal profession as a black woman.

Mayes has served at the U.S. Department of Justice as an assistant United States attorney in both Detroit and Brooklyn, rising to chief of the Civil Division in Detroit. She also spent 30 years in-house, including as general counsel for the Allstate Corporation and Pitney Bowes Inc. She held leadership positions at Colgate-Palmolive Company and the Unisys Corporation.

In 2012, she made her most recent career move and now serves as the vice president, general counsel and secretary of the New York Public Library. In 2012, she received a Lifetime Achievement Award from The American Lawyer. In 2014, she became chair of the Commission on Women in the Profession of the American Bar Association. From 2013–2014, she served on the Presidential Commission on Election Administration.

In this interview, she discusses her career, her decision to take her current position, and her suggestions for diversifying the legal profession.

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What inspired you to become a lawyer?

It had to be watching Perry Mason on TV and the fact that he never lost a case. I thought the real world would be replicated, which we know is far from true. When I was 11, I announced I was going to be an attorney.

What were some of the highlights from your work at the U.S. Department of Justice?

I had the opportunity to work with excellent lawyers. That’s been important to me my entire career because it’s pretty clear if you don’t surround yourself with people who have the right values, who are intellectually curious/smart and want to do the right thing, there will be problems. All told, while I was with the Department of Justice, I worked for five different U.S. attorneys between the two offices and they were first-class folks. I was given a considerable amount of autonomy at a fairly young age. On the one hand, that can go to your head. On the other, it forces you to grow up really quickly because you are up against some of the most accomplished law firms and practitioners.

In 1982, you entered the corporate sector as managing attorney of the Burroughs Corporation. What was most surprising about the transition from government to corporate work?

As a litigator representing the federal government, you’re frequently in the courtroom, you’re never sure how a judge will rule or what the opposing counsel is going to do. So you’re constantly required to react in real time. That environment is radically different in many ways from in-house work. The first thing I noticed when I went in-house was the world slowed down. There were many meetings. I wasn’t thoroughly prepared for in-house life and really hadn’t done my homework. I had to learn to write differently. I was no longer writing for a judge. Now I was communicating with a business person who was usually not a lawyer. I had to learn the company’s business. It was high tech, computers, which I didn’t know much about.

Was it the right move?

Yes, even though I did not do as much due diligence as I would encourage people to undertake when they are trying to make intelligent choices. I’d been at the U.S. attorney’s office just under six years, having previously taught for two years. So I was eight years out of school and this was about the time when law firms determined who should make partnership. I was in the position of not having practiced law in the private sector. I did not have a track record as to whether I could cultivate clients and build a book of business. Nevertheless, I interviewed with the top five law firms in Detroit, and the honest truth was I never received a response from a single one. Here I was a fairly high-profile black woman as chief of the Civil Division. I had litigated against some of these firms. Yet, in the minds of the decision makers, I was an unknown quantity, too big a risk. I think more so than if I’d been a white male, but this is history.

I shifted gears after my then husband asked, why didn’t I go in-house? I asked, do they really practice law? In those days, it wasn’t necessarily viewed as a good career choice. I struggled with whether I was settling for something that was lesser. In the end, it worked out swimmingly. I stayed in the corporate world for the next 30 years and never looked back.

In 1992, you moved to Colgate-Palmolive Company as vice president and associate general counsel. One year later, you were promoted to vice president of human resources and their legal division for North America. What inspired you to move to this company?

Colgate was based in New York, which was a big plus, because I liked the Big Apple. But let’s back up a tad. While at Unisys, I told my boss, as brazen as this may sound, I wanted to be a general counsel, and asked what it would take to reach this goal. After being speechless for what seemed like a few minutes, he outlined where he thought I had substantial deficits. Not one to be easily dissuaded, I asked how I could address my perceived shortcomings. He said he’d give it some thought. Not long after that, he resigned and joined Colgate. I thought that was the end of that conversation. Then rather unexpectedly, he called to arrange a dinner meeting with me. We met and he asked did I want to consider working for Colgate. He recalled our conversation about my aspirations to become a general counsel. He said that if things worked out and I came to Colgate, he would help me reach this goal—if not at Colgate, then someplace else.

And you did it. In 2003, you accepted the position of senior vice president and general counsel of Pitney Bowes. Was it easier to move up in the corporate world by moving to a different company rather than staying at the same company?

People don’t abandon their jobs for you, just because you want to be general counsel. And the Colgate general counsel was only two years older than I was. To Colgate’s credit, it went to great lengths to make sure that I kept growing by giving me new challenges and very interesting work. It was never dull. I have no complaints. But at some juncture, I thought I’d be dead before the general counsel position there became available (assuming I’d be chosen, which was not guaranteed), and trust me, that was pretty accurate because he didn’t retire until 2015. So, I started looking elsewhere.

At that time, Sara Moss was the general counsel at Pitney Bowes. We had met through networking events. Sara decided to resign for personal reasons. She went to her boss, the CEO, and said she’d put together a slate of individuals whom he should consider. She placed my name at the top of this list and proceeded to coach me through the entire process. I shall always be indebted to Sara.

What qualities or traits are necessary for a general counsel?

You must be intellectually curious and be willing to ask tough, probing questions. I call this being learning-agile. You can’t know the answers to everything. At the same time, you have to understand there is not much room for error. While mistakes happen, you know the stakes are high. The marketplace is not terribly forgiving. So your role is to work to the best of your ability to enable the institution and the people who run it to make the best decisions they can, in spite of all the uncertainty. You have to be able to work in an environment with a fair amount of ambiguity, probably more than might be preferred. At the end of the day, you can’t always do what is safest. If you’re at a company that wants to grow (this has been a given at all my companies), risks must be taken. There has to be give and take between you and the business leaders to come up with what are acceptable ways to successfully navigate in a fast paced business environment. Savvy business leaders and boards want lawyers to be more than just lawyers. They want a general counsel who is business minded and creative. Many things are negotiable, but what cannot be are your principles and operating ethically. Of course, you shouldn’t take an in-house job and assume you are going to be everyone’s best friend all the time. You will undoubtedly have to make a judgment call or give advice that is difficult to hear and accept. Get on with it.

Work hard and deliberately at identifying and developing legal talent. This means looking for diverse, smart and forward thinking lawyers. Your company will thank you for making this investment.

You cowrote a book, Courageous Counsel, which includes in-depth interviews with more than 50 women who have served as general counsel or have played executive management roles in their legal departments. Why include the word courageous?

If you could have seen some of the titles we considered, they surely qualified for the comedy hour. I was sitting there reading interviews of the people, and there was one interview in particular that resonated with me—two sisters, Sally and Susan Blount. Susan recently stepped down as general counsel of Prudential Financial and Sally is dean of the Kellogg School of Management at Northwestern University. Sally said something that jumped off the page: courage does not stay put. You have to find it every time. As general counsel, you definitely need courage.

In the book you say the role of general counsel has become increasingly complex. Why?

Often general counsel were viewed as people who sat in their offices and dispensed legal advice when consulted—in other words, somewhat removed from the real action. Over time, leaders began to appreciate that general counsel have a lot to offer the business on a wide spectrum of topics and issues. For example, at Allstate, when we were looking at changing the terms and conditions of our policies, it was not unusual for me to offer advice about how our policyholders might react. It’s clearly not legal advice. Doing this does muddy the water when talking about the attorney-client privilege, but it also makes tangible the value the general counsel brings to the table, because you are looking at the health of the company writ large. This change of “bringing all of yourself to work,” coupled with the ways in which some companies have ended up in serious trouble, altered for the better what it means to be a general counsel. The question is frequently asked when companies have run afoul: where were the lawyers? You can’t convincingly reply, no one told me. You will not be given a pass. The retort will be why didn’t you know? The world has become more interconnected and interdependent. Time zones are more important than borders. News spreads at the speed of tweets or uploads. Cameras and recorders are in the hands of anyone and everyone who has a smartphone. This affects how companies conduct business. Add to this the degree to which companies are heavily regulated—many times by different agencies and countries, and you get the picture. Welcome to the 21st century.

How does the legal profession need to change to increase diversity, both in terms of women and minorities?

There needs to be a different rule book. That sounds glib and curt, but the way things were done in the past shouldn’t be the way things are done in the future. Frankly, there is no company that can hold on to the past and expect to remain in business. The world changes. You can bank on it. I frequently tell folks that if they don’t like change, they’ll dislike being irrelevant a lot more. Yet, the legal profession is loathe to change. We’ve become wedded to the billable hour. Is this really the only way to determine value? General counsel will tell you that only results determine real value. When you acknowledge this, it opens up new ways of working that help people with children, for example. We remain skeptical that people who look different from those in power can be as successful. Those shouldn’t be the rules. In some ways, it is very hard for people to not believe that if they change the rules it equates to lowering the standard. That’s not what it’s about. I have absolutely nothing built into that assumption that says if you let someone different from you into the club, your standards have been diluted or abandoned. You just have to change your standards because they are no longer the right ones or the relevant ones.

That is all tied up in the concept of implicit bias. The Commission on Women, in partnership with the Minority Corporate Counsel Association and the Center for Work Life Law at UC Hastings, is undertaking a study on bias interrupters. The solutions to bias are not necessarily complex. Here’s an example: there’s this whole wrap on women that we don’t negotiate hard enough, don’t ask for what we want. Some of this is tied to how women are perceived, because when women negotiate hard, they are labeled as aggressive or difficult or candidates for finishing school rather than acceptable candidates for the job. One way an organization can signal that it’s ok to negotiate, is to explicitly say that salary is negotiable. How simple was that?

You are making people think.

That’s it. Everyone has biases. I always laugh when I say this, but if you don’t think you have biases, someone has neglected to let you know you’ve already died.

In 2012, you made a big career change. You became the vice president, general counsel and secretary at the New York Public Library. Why did you accept the position?

Quite unexpectedly, I got a phone call from a search firm that somewhat took me off guard. The person had done searches for me at Allstate, so when she phoned, I thought she was checking in with me to see if I knew anyone that she might have missed. She said I have this great job and it’s the New York Public Library. I pulled the receiver away from my ear and thought, why is this woman calling me? I said, So? Then she said, everyone over 60 wants this job. I realized she was asking me if I might be interested in making a move.

What sold you on it?

When I joined Allstate, I assumed I’d remain for five years if things went as planned. If you look at my career, I’ve never stayed doing exactly the same thing for more than five years. Even at Colgate where my tenure ended up being 11 years, I had four very different positions. I always say you don’t have to leave an organization to grow, but you do have to work the system to grow. I also knew it was imperative to revamp the law department at Allstate. I thought to myself that whoever does this ideally should own it. And I had worked to have two potential internal successors. One of those individuals was chosen to succeed me—Susie Lees. In the end, I wanted to come back to New York and at the same time I was able to join this iconic institution that gives back to the community each and every day.

What’s most surprising about your current position?

It’s very different working with a large, volunteer board that is comprised of many of your biggest donors. One of our trustees gave us $100 million, which is the largest gift the institution has ever received. You have a lot more emotional investment in the mission and everything ties back to the mission. That’s not to say public company directors are not invested in the companies they serve; but it’s simply different if you elect to give your discretionary income or part of your wealth to an institution. I had to learn how to navigate this. Our trustees and I both understand that we are there to serve and protect the institution. Also, you must be sensitive to the many other constituencies the library serves and you quickly appreciate that not everyone views how the mission should be carried out through the same lens. At the end of the day, we all want the library to remain a robust and vital part of an ever changing community. We exist to feed the mind and to do this successfully, we must be many things to many people.

What has been the value of your involvement with the ABA?

Only in a professional organization with this stature and scope would I have the opportunity to meet and work with such incredible legal minds. Further, you are exposed to the leading legal issues of the time and, depending on your interest, can delve in to coming up with solutions to address them. As a black woman attorney, this is a big deal. While I might not be on the same page as some of my colleagues, the ABA is a place I can come to have robust debates. The ABA is a thought leader and in a democratic society that lives by the rule of law, its influence is nothing short of profound. Finally, I have formed lifelong friendships that have enriched my professional and personal life.

Thank you so much!