The Path To - and Role of - General Counsel - Compilation Episode
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Show Notes
Ever wondered what drives successful in-house counsel? This episode dives into the journeys of prominent general counsels, revealing their motivations, challenges, and the secrets to their success. Learn what it takes to navigate the unique landscape of in-house legal work. Discover how these leaders rose to the top of their profession. Gain valuable advice you can apply to your own career path, whether you're considering an in-house role or aiming for the top. Tune in and gain valuable insights for your own career journey.
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Transcript
Annaliese Fleming - General Counsel of the ABA
This is the first of three compilation episodes focused on in-house counsel guests. This episode focuses on the guest's insights into the path to and the role of in-house counsel and general counsel. We hope you enjoy this and gain some insights for your own career journey. Annaliese Fleming, General Counsel at the American Bar Association. On becoming General Counsel of the ABA.
I started in 2015. I was aware there was an attorney retiring from the general counsel’s office. She had been primarily charged with handling the amicus briefs and staffing. They make this committee, which is how you and I met, and litigation matters. When I originally came, I came to do those particular things. I had a friend who was a different attorney in the office and she was aware of the openings. We had stayed in touch. We had been together at one of my previous law firms. She let me know about the opportunity, so I applied.
I was particularly drawn by the idea of supporting the Amicus Committee because I love to write and talk about writing, analyzing writing, and editing. That seemed like a great opportunity to work on interesting and important issues that were being heard in the Appellate Courts and Supreme Court. That was the original draw for me in terms of coming to the ABA. I joined in 2015 and then spent the next couple of years working in that area, supporting litigation matters and the Amicus Committee.
I did continue to take on things as they become available. In many ways, the general counsel role was a natural progression. Our previous general counsel ended up passing away very suddenly after the annual meeting in 2020. The position opened. At that point, the ABA conducted a national search and I applied as one of the candidates. I went through that process and was ultimately hired to take on the role, which I did at the end of October in 2020.
In many respects, having been at the ABA and taken on a number of different roles had exposed me to enough of the organization that I had more of a global understanding perhaps than some of the external candidates might have brought. That was very much an advantage in terms of seeking that role and then being chosen to take it on.
I had identified it as a career goal of mine. I wanted to be a general counsel and I have wanted to be the general counsel at the ABA if that was available to me. I did feel strongly about applying and taking the opportunity while it was open. I did have to think through, “Am I ready?” I will confess, I had some of those thought processes as well thinking, “Maybe now is not quite the right time.” We are also in the midst of the pandemic and that layer of additional work and concern about, “Am I ready for this?” Ultimately, I talked to myself around to the fact that I did think I was ready enough. I had some experience and skillset and certainly a knowledge of the organization internally and the people.
On problem-solving as in-house counsel.
There was some advice that was given to me early on by the person who had held the general counsel position on an interim basis while the search was being conducted. He gave me some good advice. He said, “Don’t be afraid to let people know what you think. If you have thoughts or an opinion on something, don’t shy away from offering that that is what people need from you.” That has been great advice. Even when my opinion or my thoughts differ from thoughts that others are sharing, that only makes it that much more important that I share it so that there is a diversity of thoughts on the table and perspectives when you are considering a solution.
Don't be afraid to let people know what you think. If you have thoughts or an opinion on something, don't shy away from offering it.
I have gone back to that advice several times because that was very helpful advice. The other is not a piece of advice that anybody gave me, but it is something that I always do. That is to look for a practical solution when you are confronted with a problem. That is particularly important in-house. You are always dealing with limited resources in terms of time, money for outside counsel, and things of that nature. A practical solution can often solve the problem in a way that everybody is able to move on and not worry about lingering risks.
That is one of the things that I always go to when confronted with an issue or a problem. Is there a practical solution to this that we can put to rest? That can differ from the legal solution in many ways. It can be equally as important, especially when you are talking about running a business. That is another thing that I always go to and would advise other people to keep in mind.
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Lisa Lang - General Counsel, Ohio Northern University
Lisa Lang, General Counsel of Ohio Northern University. On the role of General Counsel.
At this point, I almost feel like a business person who happens to be a lawyer rather than a lawyer who works for a business because higher education in colleges and universities are business like any other business. As a business, you need to know and understand how you operate. Those operations span anything from academics, procurement, purchasing and employment. There's a full range of topics that we have to deal with on a day-to-day basis. What I like about the role that I have is that I talk with everybody. Sometimes I feel almost like a funnel operationally because there are so many flows in my office. I'm able to help make connections between other agencies within different departments within the university.
I can connect with people. I'm not always the problem solver, but what I can do is say, "You're dealing with this issue from this perspective, but I've had a conversation with this other person working in this other entity who is having some issues with that thing but from a different perspective." Bringing them together to figure out a way to solve the problem and having all those different perspectives at the table. I love being a general counsel because I love being able to help the business solve problems. A lot of times the problems aren't legal problems per se, but I can help issue spot and I can help them develop plans and ways to solve problems that are legally defendable and don't run afoul in any law or regulation.
What you do as a general counsel, especially when you first get there, is you need to build that rapport and that trust because people have stereotypes of what they think the lawyer is. Having said that, you can have the reverse problem, and a lot of times, I'll have to tell people when they come into my office, "Before we get started, I have to remind you that I do represent the organization, not individuals to the greatest extent possible. I try and keep confidential what we're going to discuss. You also need to know and understand that if I get information that is in the best interest of the university to have to share with someone else, I'm going to have to share that." It's trying to make sure people remember my role in my responsibility so that they don't get too comfortable. I've told them, “I'm not your priest. Be careful what you're telling me because there are some things I do have to share outside these walls.”
On exploring opportunities including in-house roles.
It depends on where you are in your career but be open to opportunities. For instance, if you work in a firm and you develop a relationship with the general counsel of a client, have conversations with that general counsel. If you represent a client and you are working through a general counsel through the litigation, you can get a sense of what that person does as you are working with them in the context of the litigation. Be curious. Take the opportunity to talk to different people. It's about developing a niche and when you have developed that niche, see if there are companies that do the thing that you are most interested in.
If technology interests you, connect with people in the tech industry. Start forging conversations and relationships and have discussions with them and what it is that they do. The main thing is to be curious, be open, form relationships, connections and talk to people about what they do. Every general counsel position, every in-house counsel position is different. Even if you enjoyed being an in-house counsel, not every in-house role is going to be a role that you want.
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Sheila Murphy - Fortune 50 In-House Counsel, Executive Coach
Shiela Murphy, former Fortune 50 in-house leader, now career coach on the role of in-house counsel.
That's why I love the company. It’s because they had such much diverse work, but I also love being in-house for that reason. Rather than being put on five cases sometimes, which happens at our law firm, I was put on a lot more cases and exposed to a lot more strategic thinking. I know you're an excellent brief writer being an appellate lawyer. I was free from all that writing. You could only work on a few matters to work on many matters and focus on strategy, which was my first love, as well as getting closer to a business and being able to advise to prevent things from happening in the future. It was a great education when I went in-house.
The other thing that I enjoyed about being in-house was trying to grow something. I know people try to grow law firms, but when you're at a company, you're trying to grow the business. You feel like you are part of it. Growing the business takes a lot of different parts to it. How do you do process improvements? How do you grow talent? You're hitting on other functions. That was appealing to me. I love talent development. That was something else I found out when I was in-house. Depending on the year, 20% to 40% of my bonus could depend on the talent I developed. It’s not on what I came in with my legal skills and things, but how I develop people. It's a different way of bringing value to an organization.
Law firms, to a certain point, are trying to generate revenue from bringing in clients. They reward rainmakers and people who are bringing in business. The companies are trying to reward different behaviors, whether it's talent development or process improvement. Your legal skills get you so far in a company, and then it turns over to your leadership skills to get to those higher levels. That can be a hard adjustment for certain lawyers to make. We so value our legal education and training, “What do you mean that’s not what's needed to get to the next level?” It can be a pivot that is not easy for everyone.
On the importance of listening.
Being a good listener will get you so far in this world.
I always say the most important skill you can have is to be a good listener because a good listener will get you so far in this world. It's listening skills and listening to what the person wants, so you can figure out how you can get them there. I remember having a peer who did not share in this and just saying no. If someone pushes against you, other people push back, and it ends up in this stalemate. We ended up having 4 or 5 meetings for something that we could have resolved if we had just take a different path.
He got mad because I started taking a different path. It’s like trying to understand why they wanted to do what they did. The business doesn't want to do something illegal or questionable. They just want to run the business. It was understanding those goals and asking deeper open-ended questions. Sometimes they realize, "This could be a problem if we went down that, so let's think about it."
It wasn't saying, "No." It was coming to this conclusion together that, “Let's look for a different path,” and then we have ownership. People accept it a lot more. To me, it all starts with listening and then being curious and asking prerogative questions. It’s asking them, "Have you thought about how you would handle this or how this might play out with a regulator if they came in because they're looking at this.” They're like, "No." If it's not accusatory, people accept it so much more. I do believe most people are trying to do the right thing.
We need to focus on being solution-oriented. It’s not just spotting the issues but spotting and helping them navigate a way through them. I've seen a lot of mid-year in-house people get stuck because early on, even they're rewarded in-house for spotting issues. There becomes a point where to get to the senior business tables, you can't just be an issue spotter. You have to be a solution’s partner and try to figure it out. It's switching that mindset and understanding that there is no such thing as zero risk.
On her advice to her in-house coaching clients.
For in-house, a lot of the focus is on leadership development, getting those experiences, creating a leadership profile, and sometimes tweaking some behaviors and how you're perceived. For example, being a naysayer. It’s not just women but men too. Lawyers tend to be a little bit cynical. Every time a corporate initiative comes up, "We've done this before. I can't believe we had this." It's trying to be someone who might be a little bit more enthusiastic. It may be how you're viewed by the team or a strategic partner making those decisions. Sometimes it's tweaking the behaviors, but it's probably a deeper focus on the leadership in terms of getting to that next level, then it comes into how you network, where you network and the profile.
That's the same on the business side. You need to have a tremendous network and great profile, but on that side, it's more about getting to the ask, how to convert contacts into clients and client service. The networking and the profiling are similar. There may be some differences in how you do it, but the difference is leadership versus how to build that business and convert people into clients. Being perceived as someone who has initiative and strategic ideas. It’s not all reactive. You're being proactive in terms of how you approach the issues. One general counsel I know asked every year his middle managers for the initiatives that he should come up with. Some people didn't submit them. This is a test to see if they're thinking about the law department as a business and how they could improve. For him, if you couldn't see those things, he didn't think you were next-level material.
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Joanne Caruso - EVP, Chief Legal and Administrative Officer at Jacobs
Joanne Caruso, Executive Vice President and Chief Legal and Administrative Officer of Jacobs Engineering. On leadership.
It's important if somebody is in a leadership role or thinking about it to really think about it and what it means. Being a leader is not just about the position that you have. Typically, you would become in that position because you have certain expertise in whatever you're doing, but it's so much broader than that. You're leading people that may report to you, but you're also leading across an organization or a firm by influence as well. One of the most important things is to understand and be authentic to what your style is. You're going to notice a lot of different leaders. Some will be incredibly outgoing and extroverted, have big personalities, and be wonderful leaders. Some will not be. I am not like that. You can still be effective leaders, whatever your style is. You do need to be authentic to yourself. It's important that you are transparent as a leader. You're not going to be able to divulge all of the information you have because it may be confidential. The more transparent that you can be and honest with people that you're leading, whether it's about their performance and things they need to approve upon, that's going to be important.
You need to be authentic to yourself and be transparent as a leader.
On going in-house at Jacobs.
I had not done work for Jacobs. I knew of Jacobs because it was in Southern California. It was the Association of Corporate Counsel website that has a careers week. I would occasionally go on it and saw the job posted. They were working through a legal recruiter. I got it to the legal recruiter and then to Jacobs. I would occasionally look at this website. I had always been interested in going in-house or at least thinking about it. By that point in my career, I've been practicing for almost 30 years. Senior-level positions in companies are rare, especially in litigation. It happened to be a great fit and opportunity.
The sphere of influence and responsibility is right in your sweet spot. That's perfect.
It's been a great move, especially at that point in my career. I had a great experience at Howrey and Baker and had done a lot of things. This was a nice shift from a whole different angle, which has been so energizing. It's been wonderful.
Tips for in-house lawyers succeeding.
In-house, you have one client, which is the company. It's thinking outside of being a lawyer. It's trying to learn as much about the business as possible. What are the drivers of the business? How the business makes money? You are a trusted advisor in-house. It is looking even beyond being a lawyer. Whether they're outside or in-house lawyers, businesspeople get the reputation of being blockers and you telling me all the problems.
It's recognizing the risks, but going with solutions, finding solutions, and understanding the business. That's probably the most important thing if you're going to be in-house. It's great if you love the business, if you enjoy doing business because you are going to be being a lawyer, but you have to understand. It helps if you enjoyed it as well.
If you're with a public company, there will be public reports that you can read. You shouldn't learn about the competitors in your business. People love to talk about what they do. I was going to say go down the hall, but now it's this remote won't work. Ask people for half-hour of their time and people love to talk about it. You have to get on their schedule and be respectful of all of that. It's talking to people who have obviously industry publications. There are a lot of professional organizations as well. There are a lot of different ways that you can do it.
Companies have their internal and public websites. You have to take the time to do it and understand the public reporting and the financials so you can understand what the language of the business is and spend the time doing that. Maybe something, if you're in-house, go to your supervisor or make a suggestion to the general counsel that you have sessions on it. That's important as well.
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Ann Kappler - EVP and General Counsel at Prudential Financial
Ann Kappler, Executive Vice President and General Counsel at Prudential Financial.
It’s not that I didn't love working in a law firm because I did. I love being part of a shared enterprise where you're all doing the law and frankly, you're a revenue generator, not just a cost center, which is what you are. It’s also a different kind of pressure. There are two pieces of it that I enjoy or probably more than that but the ones that distinguish it from being in a law firm. One is that you're part of a business. You're not only doing the legal part. You're asked to bring much more for the bear than just your legal acumen, especially in the companies I've worked in. They have this expectation. You're bringing all of your gray matter, judgment and experience to bear. I liked that part of it. It’s understanding where the law fits and it can advance the company's strategic objectives.
The second part is I found much to my surprise that I liked the talent management part of it and developing people, thinking about how to put effective teams together and how you motivate people. It's not as if there isn't a piece of that when you're in a law firm but it isn't as big a piece. Most law firms are often almost like entrepreneurial pockets that are brought together as opposed to thinking about it as a shared enterprise. Both of those things, that part of satisfaction and what I like out of a job, I found uniquely offered by working in-house.
I will tell you what I've found. I liked to be challenged and be in a learning environment where I'm constantly learning. That was a big leap, especially because Stasia Kelly left seven weeks after I was there to go and be a General Counsel at Sears. I then became Acting General Counsel, talking about drinking from a fire hose. There were lots of learning opportunities.
Advise for those considering going in -house.
First of all, think about what do you like about the job you want to do? What I've found is the more you get to be more senior, the less it feels like you're practicing law sometimes. For a management job, you've got to exercise your judgment on the hot legal issues that you got to be able to discern when you need to get involved and when you don't need to get involved. In general, you shouldn't be involved unless you're in a very small shop. You shouldn't be involved in a whole lot of other things. A lot of what you're doing is working with senior management wearing your legal hat. You're advising on that but you're also a part of senior management deciding business-related issues.
You got to run your department and know how to run a budget. There's a lot that feels very different than practicing law if you're not in a more senior position. At least my experience has been in and the way we've been thinking about it with our teams too is the more experience you can get inside whatever company you're working on so that you're not feeling that you’re not just going up a ladder that looks like it's going like this, take advantage of lateral moves if you can get it so you can learn a new part of the business or a different part of a law or get exposure to different groups of management.
Broadening your experience is very important. Leadership skills are paramount. You can't advance if you don't have leadership skills. Honing in on those and taking opportunities for when can you learn them and figuring out the conversation we were having before, looking for people who you think are good leaders, are you recognized as good leaders in the organization with and how do you learn from them? All of those things are important in terms of how you do that and being intellectually curious. Express that curiosity that includes keeping up on things but also asking questions and understanding the business. All those things are important in-house.
Leadership skills are essential for advancement. You simply can't move up without them.
Learn as much as you can about the company you are interested in. Learn from the lawyers who are in the environment and what it's like. The role that a lawyer plays can be very different in different kinds of companies. If you're on a financial committee, we're not making widgets. We've got contracts and security. It's built on a legal construct and heavily regulated. Lawyers are fundamental to business operations. That's not true in a lot of operations. You need to understand where you're going to sit and you are comfortable with that. Are you somebody that gets called up? Are you there at the table at the very beginning? Are you somebody who gets called when we're about to close the deal and we need you to check off on something?
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Erin Wilson - General Counsel at CU Direct
Erin Wilson, General Counsel of CU Direct.
I am so happy that I work with the sales teams and legal all the time. I will share a quick story about that. One time the sales team was onsite, and I walked down the hall. They came out of the conference room and were high-fiving me and giving me hugs. The CEO said, "I don't know that I have ever seen salespeople hug the general counsel."
I said, "They do here," because I wanted them to do the best they could. I have the ability to offer some framework for that to help them get there. That's what I want to do. It's interesting that you said something a few moments back that I have one client, which in the big sense I do. In a weirder sense, I have multiple clients with competing interests within the same organization.
That's interesting. I will have sales pushing for something and the technical team saying, "There is no way we can do this now. We would have to shift priorities." You have that conflict of prioritization. Meanwhile, they're pointing to legal, saying that the tech team will say, "Legal says we can't do that yet because we don't have this protection in place." The sales go, "Legal says we have to do it this way to be compliant." That's when you have to stop getting both those clients in the room and remind them of the objective which is everybody's objective or the company’s objective, then gently guide everyone to an acceptable solution. It's negotiation. That's what we do as lawyers.
The other aspect that I would opine here is that in-house, you need to act as an interpreter a lot of times when you’re dealing with outside counsel, especially in litigation matters. Most lawyers do understand litigation. They understand the nuances and the strategy that no good lawyer is going to tell you hands down that you're going to win this case. They shouldn't anyway, but I've never heard that.
You go back and you are in the middle of discovery. They're saying, "Why do we have to give them this?" I'm like, "Here's why and here’s what we're asserting." You have to break it down as much as you can because you have all these legal terms and legal reasons. You have a civil procedure that is staring you in the face. Civil procedure is not even in the realm of what they want to know or care to understand.
You have to explain it so that they understand. You have to get that information. Even in this digital age, not all information is digital. You have to make sure that you explain this in a way that they understand it. It is in their best interest even sometimes when it seems it may not be for them to understand that there are things and sanctions that can happen. It's not something that businesspeople know about.
You do have to interpret it because outside counsel gets very legal. You're taking that and shifting it down. It's an interesting position to be in. I call it interpretation because it is two separate languages, and that's what you're doing. You're going back and forth and trying to give each one the right message so that they can make the decisions.
I feel that I was gearing up for this the whole way with every aspect of law and business that I learned. When I was looking at the general counsel position, a friend called me and said, "This has opened up. You would be great at it. It's software tech. You've been working with tech your whole career." I went to my GC and said, "I have this opportunity. I'm wondering, what do you think?" He said, "You're ready. You just need to do it."
I said, "What if I don't know the answer to something?" He goes, "You find out. We all do. You surround yourself with people who know and experts. You hire the best outside counsel for things like litigation. You continue to learn the whole way," which I thought was great. I asked my dad, the lawyer. I said, "Dad, what happens when you don't know?" He said, "As long as you know you don't know, you're fine. You'll find out. As soon as you think you have all the answers, you're in big trouble, and then you should start worrying because you don't have all the answers." I took that advice to heart from both of these people I trusted, and it's served me pretty well so far.
As soon as you think you have all the answers, you're in big trouble. You should start worrying because you don't have all the answers.
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Marcie Getelman - Deputy General Counsel at Lennar
Marcie Getelman, Deputy General Counsel of Lennar Corporation. On her role as in-house counsel.
As the Deputy General Counsel, I have several different roles in the company. Mostly I am responsible for all things legal, let's say, for the Eastern Region of the United States. It is neat that I practice in several different jurisdictions. I practice in Florida, South Carolina, North Carolina, Delaware, Pennsylvania, New York, and New Jersey. It's interesting because the practice of law is different, and you learn the significance and importance oftentimes of having a good, strong local counsel versus when you were putting teams together.
I spend a lot of time and effort making sure that the teams I have for each particular matter are the best to put together for that particular issue. What would work necessarily in Miami, Florida, won't necessarily work in Charleston, South Carolina. You have to learn to adjust. A unique part of my job is learning how to adjust not only to my business partner, technically my internal client, but also to learn what works in the different jurisdictions and what doesn’t.
By the same token, it’s taking what I've learned in one jurisdiction and trying it in another jurisdiction if it's never been done to see if we can push the ball a little further in that area of law if it hasn't been addressed before, but it has been another jurisdiction. I do that on a regional basis and then am responsible for a national platform for e-discovery and cybersecurity. That's my role.
For us, too, especially in-house, it becomes difficult to make your worth known and appreciated. When you work for a company, you have your income producers and we are clearly not an income producer. We are an expense. Whereas if you are a private firm and you're a lawyer, you're an income producer. When you're in-house counsel in a corporation, you are looked at as an expense.
One of the ways that you show your value, aside from keeping your budget appropriate and your outside counsel within budget, is by creating a strategy that will ultimately allow you to create a new law that helps cases down the road. It’s like the one case we took to the Florida Supreme Court, it could ultimately change all of our future litigation significantly and will end up being a different way that we litigate these cases. Creating different areas of law or different strategies can affect the business in a way that there's a value add, even though you are an expense for a company and not income-producing.
On becoming in-house counsel.
The best thing I would suggest is that if you do want to come in-house, if you have clients that do have corporate in-house counsel, develop relationships with them and get to know them because in-house counsel tends to know about other in-house counsel positions. Even if they're not one in your area, there are a lot of in-house counsel organizations that we all belong to.
I could run into somebody or get an email from somebody that says, “We're looking for somebody in this area.” If you have clients or corporations that do have corporate counsel, I would talk to them. I would express an interest in them. For me, in-house counsel found me. I didn't find it. Develop relationships with them and understand a particular field. I fell into the real estate development world and went from one real estate development company to another real estate development company. You tend to find an area of law that you like and then understand the business aspect of it. Being in-house counsel is not for everybody.
We have several attorneys that have come in-house, worked with us, and lasted 1 year or 2 because their answer is, “It's not what I thought it was.” People seem to think that you work less, but you don't. I probably work harder in-house because I'm always available to my business partners. Incidents happen on the weekends, on Saturdays, and Sundays at the company. Incidents happen 24 hours a day and I am available 24 hours a day to them if that's what they need. I am there.
If you had a lawyer that you could call anytime and not get billed an hourly rate, you're going to take advantage of it and they do. While I do get involved in the strategy and all that, it is giving up a lot of control. I have way too many cases that I probably should. I don't have the ability to read every answer, every affirmative defense. I don't have the ability to read every discovery request.
It goes back to trust and great relationships with your outside counsel. My outside counsel has learned, “I need to review this. We can talk about this, but I don't have to review every single word.” I develop different things with certain counsel. I have a different trust level than what I do with other counsels and different jurisdictions. It's exciting and fun because you can create change and people think, “In-house, you have boring cases,” but I don't. To me, from a real estate standpoint, they're still exciting, but I'm not doing the drafting.
If you are somebody who enjoys writing and researching an issue, you don't have the time for that. You are involved in it, you understand it, you learn it, you come up with strategies, but then you've moved on to the next case. You don't have the luxury. The two lawyers, in particular, didn't realize they were going to be giving that up as much as they did. There are a lot of people that enjoy not only coming up with arguments but creating and establishing them on paper. We don't have that time and freedom to be able to do that. The bandwidth is not there. We strategize, but somebody else has to do the writing.
I could do the reviewing and the editing, but I can't do that first pass. That's hard. A lot of lawyers take great pride in being able to enjoy research and writing. You have to give all that up. It's not for everybody. You have to be able to move quickly from matter to matter and issue and not get bogged down on small issues. You need to focus on the bigger issues. It’s not always for everybody, but for me, it is what I enjoyed from the beginning without me even realizing that this is what I wanted to do. I have a Finance degree and a Law degree. The company that I work for is business-oriented. The in-house counsel might be different if it was a different type of company or organization that you work for.
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Suzette Torres - General Counsel at Lennar Title Group LLC
Suzette Torres, the General Counsel for Lennar Title Group, LLC.
I think it's a combination of luck and networking. I cannot stress how important it is for attorneys to network with each other. A good example would be I am looking at the job market and I get scared every day when I see it. There's another layoff, whether it's a company or a firm or wherever and it's defeating and deflating a lot of times if you are part of that riff, but I think that's where the network is your support system. That is your resource. Play into that. Reach out to friends, family, colleagues, and past colleagues because you never know where an opportunity is going to open up. I can say the jobs that I've had, I'm so grateful for my network. Also, networks like LinkedIn, Facebook, and Instagram. There are so many opportunities out there and I know it's easier said than done, but it can be done.
What’s great about being general counsel is that you get to explore. Especially the relationships that I developed with my outside counsel in the various states, I’m so grateful for them because I know how to do some Texas things, but I’m not practicing in Texas. I’ll call up outside counsel to help me with that. It’s the same thing with Florida and the other states. For that, I’m always truly grateful. It goes back to what we were talking about, the network. It’s important to develop these relationships and nurture them. Also, to know, “I want to be a trusted advisor to my business team, but I also need to have a trusted advisor with my outside counsel knowing that what they’re telling me is going to stick.
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Michelle Banks - Global General Counsel of The Gap, Executive Coach
Michelle Banks, former General Counsel of Gap, now executive coach.
I worked in-house for three companies, but before that, I worked in three law firms. My second law firm, Morrison and Foerster, asked me if I would accept a secondment, which is an assignment in a client's in-house office. For one full year, I moved to Tokyo, Japan, and worked in-house at ITOCHU Corporation. That was my first exposure to being a lawyer inside a company.
I had been a corporate lawyer straight out of law school. I had worked at Sheppard Mullin and then at Morrison Foerster. When MoFo loaned me to a company for a year, it was when I got a sense of what it would be like to work in-house, and I liked it even though I was in a very foreign place, moving from Southern California to Tokyo and working at a Japanese company, which was a very different experience.
At the time, I hadn't worked internationally before but I liked being closer to the business and working very much as a part of a team with the people in the business and the people in the law department, and having always been interested in the corporate side and business. I easily felt like it was a positive transition for me. I stayed to get a few more years of training but ever since then, I was pretty inspired and knew that I might go in-house. I did eventually take another assignment. I changed firms to a more boutique law firm, and I had agreed that I would work for their client, the Golden State Warriors MBA team on a part-time to full-time basis.
I was affiliated with the law firm but I was being loaned to a client. That was supposed to be a one-year project, but the project grew. They weren't sure in the beginning if it was going to be part-time or full-time for a year. It ended up being full-time for three and a half years. During the time that I was at the Warriors because I knew that the job was temporary, I started talking to other companies in the San Francisco Bay Area who had in-house opportunities on a longer-term basis.
I ended up, after three and a half years, joining the Gap legal team in a more permanent way and ended up staying there for the rest of my career. I was the general counsel only for a decade. I started there as an individual contributor, a fairly junior lawyer in the legal department, then worked my way up and grew my responsibilities over time. It wasn't some grand plan.
One of the things to do is to be open-minded about opportunities. You mentioned not everyone knows that secondment exists, and if they get asked, they should consider taking advantage of the opportunity, even if it wasn't something they had planned. That's a great way to be. I have so many friends, mentees, and coaching clients now who can cite back to something that they did in their career that wasn't necessarily intentional but that it helped them build new skills or to provide them a door opening to an opportunity.
For example, Gap hired me largely because of my international experience and my experience working at ITOCHU. I not only worked in Japan, but I worked on global transactions for them, and so because of that experience, it led to helping me get the job at the Warriors. I had a year of experience in-house. It led to helping me get the job at Gap because I had international experience.
It’s not something that I planned but that I took advantage of when the opportunity presented itself. Especially if people think they may want to end up in-house, it's a good idea to be open-minded about broadening your skills. A lot of times, especially if we start out in big law, we start out specializing, which is important. Especially if we stay at a law firm practice, we want to be highly competent in our area of expertise and develop deep technical expertise.
If the goal is to go in-house or in-house is one of the considerations, it's also important to build a broader skillset and so to have different experiences. For example, at my first firm, I did mostly domestic corporate work. At my second firm, I did more international corporate work then I moved beyond doing corporate and doing some commercial work. Those things all helped me be more attractive as an in-house candidate because I had corporate and commercial experience and domestic and international experience.
There are different ways to broaden your skills. You can do it by accepting a stretch assignment. You can do it by attending various training or other education programs. You can listen to podcasts, read books, and study things on your own. There are lots of ways to learn and broaden your areas of potential expertise and your skillsets. Part of it is being open as these opportunities may come up.
There are many ways to learn and broaden your expertise and skill sets. Part of this involves being open to opportunities as they arise.
For example, I originally joined the international and the corporate teams when I joined Gap but I took a stretch assignment to do a project related to Gap’s code of business conduct. That ended up helping me move into management at Gap because I took on a role to lead a newly formed team in compliance and governance.
They largely picked me because I had some corporate governance expertise but also because I had done the stretch assignment related to the code of business conduct. I had some familiarity with the ethics program, which I had no expertise in until then. I do think being open to lots of different ways of learning and broadening skills is helpful, especially if you're in an in-house environment or you think you might want to land there.
I have 15 pieces of advice I typically give but if I had to pick 1, I would say it's to view the job broadly. In other words, as a general counsel, you have a team to lead. Hopefully, you at least have 1 lawyer working for you and you may have 120 like I did a Gap. You can't view your job as only a team leader, but being a team leader is an important part of the job. It's also an important part of the job as a new general counsel that you get to know, work with, and support the business of your company.
You need to get to know the C-Suite, understand your business partners, and develop relationships with them. Most likely, if you're the general counsel of a company of significant size and certainly, if you're at a public company like I was at Gap, you will work with the board of directors. One of the most important things and the biggest transitions to make as a new first-time general counsel is to realize that you have at least three constituencies.
Depending on what your business is, you may also have shareholders, regulators, or some other external body. On a daily basis, if you are accountable for those 4 different constituencies and you're overemphasizing 1, it's going to be hard to be successful, so try to achieve some balance between those 3 to 6 constituencies that you may have. It is one of the more important and determining factors of success.
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Stacy Bratcher - Vice President and General Counsel at Cottage Health
Stacy Bratcher, General Counsel of Cottage Health and the host of The Legal Department Podcast.
The way outside counsel works is that many times, clients have a question, a problem, or a need, and they call the outside counsel. The outside counsel's job is to make sure they know the law, come up with an answer, and give the client a game plan, and then they're done. They throw it over the wall, send the email, and wash their hands. They're done. It was unsatisfying because I would always wonder, "Did they follow up?" I would have insights about folks on their team, "Don't they know so-and-so isn't taking the ball?" I wanted to be somewhere I could have an impact, not just give advice. At later points in my career, I thought, "It would be nice to give advice and then not care if anybody does anything about it."
There are pros and cons to each.
Ultimately, that was not as fulfilling. I happened to go to lunch one day with a colleague who had been at my firm and then moved to a different firm. We were chatting about work. She said, "I got one of the partners to represent USC. They're looking for a healthcare attorney. Do you know anyone who might be a fit?" I was like, "That sounds interesting." That led me to the interview process and the next fifteen years of my career.
I was ultimately the general counsel at USC during my last two years there. In the GC role in and of itself, you have to have broad shoulders because as a line lawyer or even one in management, you still have a place to go. You still have one step up. Somebody else is making the decisions for you. You can make recommendations but you're not on the line. I was presenting something to our board. It was a pretty significant matter. As I was giving the advice, I said, "The safe course of action for me as your GC is to recommend course A because I'm never going to get fired for that. This is a very safe role or path. Option B is a riskier path but it's the right one we should take."
I'm very cognizant that if they took my advice and we weren't successful, that's strike 1 or strike 3 for Stacy Bratcher. The stakes are a lot higher. I do think this follows the thread for other in-house roles. Although it's more pronounced for general counsel, the other things are the ethical duties and the ethical positions that you're in. As in-house, your ultimate client is the company. You also have clients who are your colleagues. The CEO is your client. However, sometimes those interests are not aligned. Ultimately, what's one of the hardest things is pivoting from those different clients and interests and carrying out your fiduciary duty, which is to the company.
All the jobs are very different. A public company versus a nonprofit or a corporate law department. Are you a CLO with a broader portfolio? Everything is different. Be more specific. As somebody pursuing this career path, I would try to think that the industry, the type of company, and the size of a company make a difference. How is the management structure? What's the board structure? It's a lot more nuanced than billing hours.
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Kelsie Rutherford - Former Regulatory Counsel at SES Satellites
Kelsie Rutherford, former Regulatory Counsel for SES Satellites.
One of the great things about being an in-house regulatory attorney is that it is extremely dynamic and you get to work with a bunch of different people on a wide variety of topics, both internally and externally. From an internal perspective, I think the best way to illustrate this is through an example. Let’s say it has been decided that SES wants to relocate one of our geostationary satellites from one orbital location to another.
To break it down, geostationary satellites are the furthest away from Earth. You've got low earth orbit satellites, which are the closest at an altitude of about 160 to 2,000 kilometers in space above the Earth and then you have medium earth orbit, which is in the middle. You then have geostationary satellites, which operate at an altitude of 35,786 kilometers away from Earth. They're the furthest out.
All of our geostationary satellites are authorized to provide services from a very specific spot in space, and this is called your orbital location. These are assigned to you. From there, these geostationary satellites provide connectivity services to a wide area on Earth. Some of our geostationary satellites, for example, have beams that cover almost all of North America.
Also, because these orbital locations are assigned to you when you obtain your authority from a regulator like the FCC for example, you have to ask for new authority when you want to move your satellite to a different orbital location. You can't just move your satellites around willy-nilly wherever you want.
It makes a lot of sense because there are a lot of satellites out there so you need to make sure.
For satellite operators with a geostationary fleet, it is quite common to relocate satellites among your various orbital locations and there are various reasons for this. One reason might be because we need to retire a satellite so we move one of our other geostationary satellites to that location to continue the connectivity. Also, it might be because we need additional capacity from that orbital location. There are various reasons for this.
It is truly incredible the number of people and teams that I work with from the planning stages of a satellite relocation to the final relocation procedure. I work with our spacecraft fleet and ground teams to understand the relocation plans. It means the proposed new location, the timing, which Earth stations we need to use to move our satellites, and also, which earth stations will be used to provide the new service from the new location.
I need to speak with our spectrum engineers to make sure all the proposed plans don't violate any current coordination agreements we have. Also, I need to speak with them if there are any issues with the proposed frequency bands that we want to use and any other spectrum policy issues more generally. I also need to have conversations with our sales teams to make sure I understand the business reasons behind the proposed move because that is something I'll definitely need to relay to the regulator.
Sometimes I also need to speak with the contracts lawyers to make sure that the proposed relocation doesn't violate any current customer agreements that we have. In between all of these conversations, I'm doing my own research and analysis to understand the regulatory requirements and to make sure I fully understand the rules and regulations that we need to follow. Also, make sure that everything complies with the rules.
Sometimes they do, but other times they don't. If they don't, then my goal is to find a way forward so we are still able to do the proposed relocation. This always involves communication with the regulator like the FCC to understand whether a waiver of the rules is possible or whether there are some other regulatory procedures that we can take. This is just one example of a project and in that one project, I'm working with people in different countries and teams. It's so fun to work in such a dynamic way. Also, because of these conversations and projects that I work on, I feel like I have a very robust understanding of how the company works.
When you're speaking to other lawyers, that's one conversation but it is so different when you're speaking to salespeople or business people or people on your finance team or engineers. We all speak our own business language. Being able to interact with these different teams and communicate in an effective and efficient way is so important to make sure that everyone's on the same page and we all understand what's happening and that kind of thing. That's a super big benefit also to being able to work in that kind of environment.
That's part of being a strong in-house lawyer too, is gaining that understanding within the company and communicating across different types of folks within the company who might need your help to communicate with each other, in fact.
As you build these relationships within the company, when they have questions or issues, they also know that they can come to you and that builds that relationship and trust, which is always super important. There are so many great things about my job and being a regulatory attorney in the telecommunications industry is so exciting. One of the cool things actually that I love is the constant influx of disruptive technologies and services that are entering the market.
I love the challenge of putting the puzzle pieces together of how these new markets impact entrants and impact us, how they impact the satellite industry as a whole, and whether there are even regulations that govern these new technologies and services. Also, having to figure out, “How can we operate in a way that gets us to the win-win solution?”
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Monica Palko - Chief Legal & Administrative Officer of York Space Systems
Monica Palko, Chief Legal and Administrative Officer of York Space Systems.
What you don't realize is when you're outside counsel, the whole point of the law firm is the law and practicing law. It's the same thing at the US Department of Justice. As we say, we're the nation's litigators. You go in-house and you're just one function of a much larger company. Most view you as a cost center, which in many cases is appropriate. We certainly weren't going to make any money on that litigation. It was also learning how to adjust and show your value in a completely different environment.
If you look at most general counsel, very few of them come straight from litigation. Litigation is a fantastic background and foundation. You learn where all the bones are buried, especially if it can be in the subject matter that you're going to continue to pursue, terrific. There are lots of business matters that have nothing to do with litigation. People want to know you can put a deal together and handle various matters, leases, and whatever comes your way. Compliance was an excellent segue for me. I also became passionate about the value of compliance and internal controls and how important those are to keeping a company on track so it can conduct the business that it needs to. The extraordinary financial and emotional resource drain on employees and senior executives while they were also trying to run a business cannot be understated.
I moved into more of a compliance role. My title was Vice President of Corporate Responsibility, reporting to the Legal Department, but as a separate department. That was a very good experience for me as well. I was handling significant international trade compliance matters and then also helping construct more of a compliance program. That was environmental compliance. You never waste anything you learn. Industrial security, handling of classified data and international trade compliance, and the core ethics program.
That was a good segue to me. My next role had a heavy international compliance component, and then I was also a general counsel of a small business unit. I moved more into that role with a Deputy Chief Counsel title. Ultimately, I became the Vice President of General Counsel, moving out for Lockheed Martin Space and then moving into next-generation space at York with Chief Legal and Administrative officers, so other duties as assigned.
I know that was a very fast recitation of my in-house position. If I were reading and I was someone considering going to law school or in my early years of practicing law, I would say that for someone like me, it made perfect sense to try different things, new things, learn, and grow. For other people, they love doing the same thing in the same place for a long period. That's another way of getting to know yourself.
Many people think that if you go to a very large company, you'll have more opportunities for internal promotions. That can be true in the more junior ranks. There's always somewhere to move, but remember, too, you want to watch the executives who have the positions you want to move into. Sometimes, there's not a lot of movement up and out. It does make sense to try something new elsewhere and potentially even come back.
In my journey, I would say that it helped me to consider where I want to wind up. Do I want to jump at another good litigation job or do I want to take more of a general counsel path? Just stop and think about those things when those opportunities arise. Don't rush because you know something. That would be part of my advice. Don't necessarily rush into what feels comfortable.
It's all about the business. You need to fade into the background, the business needs to run, and everything you do needs to further the strategy and the business interests. Always think of it that way. I am thrilled to be at York Space System. We field satellite constellations faster and more efficiently than anyone else. It is part of what we call next-generation space. We are all familiar with the legacy space. Some of us remember because we grew up and we saw some of those very early Apollo missions on television. What can make it different is the cycles of fielding those kinds of systems can be very long. Ordinarily, the US government would field those systems. It was the stuff of nation-states, not of companies.
In the US, you might have a 5-year cycle of deciding what is needed, putting it out for bid, and selecting a winner, about another 5-year cycle of non-recurring engineering and design and build phases. Maybe five years, probably in a geostationary orbit. Next-generation space says, "Is that the right path?" Things are moving very quickly. Some will tell you that bureaucracy is a necessary byproduct of democracy, and there is a certain element of that that is probably fair. How much of that environment promotes the advancement of our interests in space and our adversaries have no such constraints?
Many companies are participating in next-generation space, not only nation-states. We tend to launch to Leo or Low Earth Orbit, and at least in terms of satellites, we are more likely to feel the constellation than one very large satellite. A very large satellite. They might be the size of a school bus with solar arrays that can be as long as a couple of basketball courts.
There's a cube-sat arena that is about, maybe, the size of a shoebox and in between our small satellites. Fielding a constellation of small satellites that are connected technologically connected, not physically, but that can communicate with each other almost as a web is a new way of doing things. That's part of next-generation space. Many more things are part of the next-gen space. Certainly, the movement to have human space flight farther out into the universe than we have previously thought. A lot of work in the areas of space debris and the like. Many ideas about refueling in space, but importantly for us on terra firma, many companies are realizing how beneficial it could be to them to have a satellite system.
In my current role, we are all working executives. We are not only managers. I enjoy that. It's funny, but sitting still at my desk with a contract is still one of life's simple pleasures. You wind up needing to do both. In an in-house role, one of the most important aspects of being a lawyer and a leader is being able to influence outside of your direct reporting line because so much of the organization will not report to you. Especially legal and administrative, you certainly have core legal and regulatory work, likely contracts and contracting work and a degree in real estate. All of these things will be shared with other components of the business. They'll be shared with facilities, business development, and programs. An important part of leadership is the more subtle side, which is influencing people who do not report to you and will never report to you. That's an important part of developing as a leader in-house as well.