I like to have experienced in-house counsel speak to my “Introduction to the in-house practice” class at Georgetown University Law School — this exposes my students to ideas they do not generally receive in their other courses with the added benefit that I always learn something as well.
Recently I asked Mike Dillon, one of my former board members at the Association of Corporate Counsel and Adobe’s new general counsel, to join us. I found his remarks about “things I have learned along the way” and “wished I had been taught in law school” to be useful and practical advice valuable for my students and relevant for those practising — or thinking about practising — in-house today.
Mike covered how to be successful in-house and key attributes for in-house counsel: running a law department; supporting the board and chief executive officer; preparing for the unexpected; and the importance of being a continuous learner.
He opened with the admonition that you need to understand the business, products, markets, and competition and then went on to emphasize the importance of corporate culture and your fit within the organization. Are you more comfortable in a command-and-control environment versus a decentralized model — both work but where do you fit best?
He further advised the students they should model the way their clients communicate and perhaps even how they dress (formal versus more casual) in order to be successful.
Mike believes the key attributes of a successful general counsel include being a neutral sounding board for company leadership, keeping informed about business and legal trends, and using the legal organization to enable the business.
He also emphasized the importance of operating the legal organization as a business. To that end, he discussed budgeting, using the practices of your company (e.g., outsource, competitive bidding), a relentless focus on external spending (on budget preparation he reflected that he had never been told he would have more money for the coming year), and talent development (your team makes you successful).
Mike then discussed supporting the board of directors, citing how you need to get to know them as people as well as understand their professional background and other board experience. This lets you determine what is important to them and how best to address their concerns.
On a practical note, he mentioned the value of managing the board process to make directors more effective including avoiding use of acronyms and jargon (directors do not live this stuff like you do and simply may not be familiar with them), providing summaries of actions, and avoiding a lawyer’s tendency toward data dumps that do not really facilitate decision making.
Of course, a GC supports the company CEO and Mike offered some excellent advice in that regard as well. This included getting to know him or her as a person as well as understanding his or her challenges.
He spoke of the need to understand and align with the CEO’s concept of risk while being dispassionate and objective when dealing with him or her. He then addressed the seemingly mundane — but incredibly important — aspect of learning how best to communicate with your CEO. For instance, some prefer e-mail while others do not, and that in his entire career he had never received a memo from his CEO longer than two paragraphs. He emphasized simplifying complex issues and understanding the business concept of risk.
Mike acknowledged the importance of planning, including planning for the unexpected — be it the departure of a key executive, an unsolicited offer to buy the company, a security breach, product defect, or worse. He suggested having the appropriate team with contact information in place and then using a checklist to help determine your response. Items to consider: disclosures to market and government, risk factors, internal communications (plan for leaks), customer impact and litigation risk (“be careful not to overreact”).
In response to a question about developing these skills he emphasized the importance of continuous learning (“be curious”), participating in professional organizations like ACC, business-related training (e.g., sales and product training) and building your network affirming the theme of last month’s column.
On several occasions Mike returned to the importance of remaining calm and objective in your assessments, making his point with a quote from Woodrow Wilson: “One cool judgment is worth a thousand hasty counsels. The thing to provide is light, not heat.”
I appreciated, as did my students, this excellent advice for in-house counsel seeking to be trusted advisors.