"Ten Things: Becoming General Counsel"- Great tips shared by Sterling Miller!!

Ten Things: Becoming General Counsel

by Sterling Miller

December 21, 2015

The first substantive post I wrote for this blog in November 2014 was titled “How to be a Successful In-House Lawyer.”  Over the past 12 months I have heard from a number of you with a slightly different question: how do you become general counsel?  In particular, what skills should someone develop if they have their eyes on the big chair?  As we come to the end of 2015, I thought this would be an excellent topic to write about.  If you already are general counsel, congratulations!  Hopefully the points in this post ring true to you.  If you aspire to become general counsel (or are looking for an upgrade), now is the perfect time to start thinking about your game plan for 2016 and beyond both in terms of developing needed skills and ensuring you are on the “radar” of the right people.  If you are outside counsel, you can use these points to help your inside client attain their goals.
I was fortunate enough to have been the general counsel of two companies.  While each company required different skills for both the legal department generally and for the general counsel seat specifically, there was also a lot of overlap.  I suspect the overlapping parts I experienced are the same for most companies.  I also believe that the core skills needed for the position – including operational and strategic excellence – are the same here in the U.S. and across the globe.  This edition of “Ten Things” will set out some of the things you will need to think about, know, or master on your path to becoming general counsel:

1. Be careful what you ask for. First, you need to decide whether or not you are truly interested in the job.  Being “the boss” definitely sounds good but there are a number of things you need to consider.  Being general counsel is a tough job and involves a lot of long hours and a lot of pressure.  You will have to make very important decisions with little time and sparse facts.  Your schedule will be tied to that of the CEO, CFO and the Board of Directors, meaning many evenings, weekends, holidays and vacations will be spent working.  You will need to keep your phone on and close by 24/7/365.   It will be very hard to balance work and family.  It’s important that you go in with your eyes open.  As general counsel, there is no place to hide (i.e., no one ahead of you to make the final decision or take the heat when things go badly – which they will at some point).  Still interested?  Good!  There are definitely a lot of good things as well, including getting to be part of the executive team making the decisions for the entire company, compensation, prestige, rewarding work, managing your own budget, implementing your vision for how a legal department should operate, and putting together and leading your own team.
2. Get on “the list.” If you are interested in being general counsel you need to let the right folks know as it is highly unlikely that someone just “recognizes” that you would be awesome in the role.  Assume no radioactive spider will bite you and change your life overnight.  You will have to progress your career the old fashion way – hard work and with a little self-promotion.  I am not saying you need to step on anyone to make your way to top, but you need to show you’re interested in the job.   This will be either internally, i.e., at your current employer, or outside, e.g., working with a recruiting firm to look for opportunities elsewhere.  If you really enjoy where you work now and think you would like to eventually sit in the general counsel chair, let your manager (or the general counsel) know about your interest.  Seek out honest feedback about your performance and what things you need to do to make the succession plan for general counsel at some point (and any company worth its salt has a succession plan for the general counsel position – looking at those ready “now” and those who might be ready several years down the road).  Take your annual review seriously and use the opportunity to go into those meetings with a plan to discuss your interest in the job and to highlight your skills and accomplishments.  Self-selecting does not automatically get you on the list but it will get you noticed and considered.  Likewise, if you’re not sure about staying with your current employer or perhaps you are told that your odds of making the succession plan are low, you should consider contacting several legal recruiting firms.  Be sure to use your personal email and personal contact details with the recruiting firms and put together a professional looking, mistake free, resume.  You should also create a professional LinkedIn page as it is another good way for companies and search firms to find you.  You can also stay on top of opportunities through several job posting sites, including the ACC web site and GoInHouse.com (or the international equivalents for such sites outside the U.S.).  One last thing here – be sure your social media postings and profile are appropriate for someone seeking the top legal job.
3. Become “Dr. Yes.” One of the oldest “lawyer” jokes in the world is that the legal department should be called the “Department of No.”  Yea, it’s funny the first 34,478 times you hear it but then it gets a bit old.  Old or not, the fact that anyone thinks of the legal department as an obstacle to getting things done is bad.  First, it reflects poorly on the department and all the great things it does.  Second, it means people will likely look to by-pass the legal department or keep it out of the decision process which is bad because getting noticed requires a seat at the table. One way to set yourself apart in the eyes of the business is to become (and apologies to James Bond fans) “Dr. Yes.”   As in “yes, we can figure out a way to get that done.”  In its simplest form it means don’t be a lawyer who just says “no, you cannot do that” and ends the discussion.  The better path requires you to dig deep to find out and consider what the business objectives are and whether what is proposed works or not.  If not, bring a solution (e.g., “There are some problems with what’s been proposed but I think we have a work around that gets you to the same place”).  The business remembers the lawyers who solve problems vs. those that just point them out.
4. Learn the business. Seems pretty basic, but it always amazed me when lawyers did not read their company’s public filings, or pay attention to strategic initiatives, or even know the name of their company’s top customers.  It is difficult to be effective and strategic unless you start to understand your company’s business and the competitive dynamics it faces in the market place.  Here are a few of the basics:
   • Know your company’s products and services
   • Know who the customers are
   • Know who the competitors are (including strengths and weaknesses)
   • Know the current business objectives of your company
   • Understand the company’s strategic plans (short term and long term)
   • Stay on top of trends that can impact your business
   • Subscribe to several industry publications and relevant blogs
   • Track how your company is perceived in social media

If you’re not sure how to do any of this, start by asking your manager or even better strike up relationships in the business with people who can help you understand these issues.  They will be appreciative that a lawyer is taking time to understand how the business works.

5. Think strategically. One key thing your business partners are looking for is a lawyer who can think strategically.  This means that you can see more than just the immediate legal issue.  It means you can “peer around corners” and see what’s coming down the pike and how it may impact your business, not only legally but from an operational standpoint as well.  For example, the new EU data privacy law that was approved last week has been pending for around four years.  A strategic lawyer followed the law through the legislative process and already understands its basic parameters and how it might impact the business and/or drive changes in operations.  The strategic lawyer has already briefed their boss and/or management about the law several times and kept them up-to-date with what’s coming.  Additionally, he or she has gathered a cross-functional team that is ready to act now that the law has passed.  The non-strategic lawyer knows that a law was pending but figures he or she will start to deal with it once it passes or actually goes into effect.  To think strategically, you must constantly scan the horizon for risk.  And remember that the horizon is global and not just your home country.  One idea is to build a “Risk Map” (a bit like the famous board game) where you know: (a) all the countries where your company operates; (b) the top three or four issues for each country (current and likely arising over the next three years); and (c) how you plan to monitor those risks and take action in the event the risk comes to pass.  This doesn’t have to be any more complicated than just simply keeping up with the news and relevant industry publications.  For example, the currency exchange problems in Venezuela may seem remote to you but they have caused numerous problems for foreign companies doing business there.  A strategic lawyer is looking at the problem from multiple vantage points and is already thinking about what the currency problem could mean for his or her company (and not just legal issues), which outside parties might be helpful or hurtful if this is a problem, who in the business needs to know, etc.  The reason all of this is so important is because what the business ultimately wants is as much lead time as possible to consider and adapt to changes (legal or otherwise) that can impact the business.
6. Build an executive presence. You want to catch the eye of both the general counsel and other company executives.  The first thing to remember is that every interaction/meeting/conversation with a Vice President or higher is an audition for the general counsel job.  They will remember if you came across as a clown or as someone they would trust running the legal process in the event of bet the company litigation or for a major M&A transaction.  I don’t mean that you cannot have a sense of humor or be pleasant to be around, just understand that everything about you from how you talk to how you dress is being filed away for down the road.  Be sure to take the time to come across as “executive material” in your dealings with the business.  A big part of this will involve how you “present” legal issues and advice to your audience – from a brown bag lunch with summer interns to a meeting of the board of directors.  Everyone wants to see gravitas in their lawyers.  Can you take complex legal issues and put them into a context that non-lawyers can understand?  Can you be a “teacher?” Are you needlessly wordy or overly talkative (hint: embrace brevity)?  At meetings, weigh in with good questions (show you’re paying attention) and make solid points or observations when appropriate.  You should be confident but not arrogant.  Don’t try to fake it either.  If you do not know the answer, just say that and promise to get the answer quickly. Remember the basics – sit up straight, don’t slouch, make good eye contact.  Be able to think on your feet (but go into every meeting already thinking about the types of questions you may get and what the answers will be).  If you want to be general counsel in the future, start acting, talking and dressing like one now.
7. Enhance your legal skills and credentials. You may think being chair of the local bar association’s employment law section is kind of mundane, but to non-lawyers (e.g., Head of HR) it can be very impressive.  Getting certified in data privacy law may just be putting a stamp on things you already know, but it is a great credential to have in the current environment of cyber-risk.  The point here is to always look for ways to enhance your legal skills and credentials because they will mean something when you go for the general counsel position (with your current employer or with another company). Look for areas that you are truly interested in enhancing or developing a skill, or which are important to the company (e.g., compliance programs).   Join and get active in key legal organizations, such as an ABA committee or your local ACC chapter.  Write articles for your state bar association magazine.  Pick an area of expertise and focus on that area.  For example, there are a number of areas of the law that are usually part of a general counsel’s background such as corporate governance, risk management, regulatory, and investigations.  Start a blog and become an authority on these types of issues, e.g. “Smith on Governance.”  You don’t have to write a treatise on the topic, but having credentials like this on your resume can show CEO’s, Boards, et al. that you can go deep in an important area of the law.
8. Enhance your non-legal skills and credentials. Just being a good lawyer is not enough anymore.  The C-Suite and the Board want a general counsel who brings more to the table than good legal skills.  In fact, they assume you have those skills if you’re being considered for the top job.  The way to be the more attractive candidate is being able to demonstrate important non-legal skills.  Some of these are discussed above but here is a good list of areas you can focus on:
   • Judgment, including ethics and integrity (the general counsel job will involve making decisions with imperfect information in grey areas of right and wrong)
   • Legal budgeting and forecasting
   • Business and financial acumen (e.g., understand balance sheets, profit and loss statements, and cash flow. Consider getting a “mini-MBA.”)
   • Use of legal strategically to advance business interests (e.g., intellectual property issues)
   • Thinks about the “Big Picture”
   • Partners easily/influences decisions/self-aware
   • Hustles/ability to “get stuff done”
   • Ability to spot risks and take action before they become problems
   • Ability to effectively “triage” problems/weighing multiple data points and outcomes
   • Discipline and drive – first one in, last one out
   • Crisis management skills/Calm in eye-of-storm
   • Thinks globally/cultural understanding
   • Comfortable with technology/willing to try new things

It’s a long list for sure and there are many other things I could list.  The important lesson here is to look for projects and situations that allow you to develop and demonstrate these skills.  No one is going to teach you ethics and integrity, you will demonstrate it every day.  Similarly, using legal strategically is something you will look for the opportunity to do, based on a good knowledge of the law, the business and the competitive landscape.

9. Seek out complicated projects that have exposure to senior management.  One concern I heard from some of the lawyers who worked for me involved how could they develop “management skills” when our department was lean and chances for promotion or for managing people were limited.  It’s a hard problem to solve, especially in smaller legal departments.  One way around it is to seek out those “messy” cross-functional problems that every company has (and sets up a team to solve).  Ask for the opportunity to be the person “from legal” on these projects or, even better, ask to head up the project team.  These types of projects are usually high profile and can give you real hands on experience with managing and motivating people, working and partnering across multiple business and staff groups, dealing with deadlines and pressure, preparing reports and presentations for business leaders, and – most importantly – exposure to senior management.   Lawyers who volunteer and work outside their comfort zone get noticed.
10. Recognize the power dynamics in the legal department and in the company. Sorry if I am the first one telling you this but every legal department and every business comes with “politics” and power dynamics.  Some are not so bad, some are really bad.  If you want to get to the top job you need to be able to “read the room.”  Learn to understand what motivates some people, what drives them, what their objectives are.  Start with being a good colleague within the legal department.  Next, make friends and develop positive relationships outside of the legal department, especially with people who are likely to move up the chain around the same time as you, i.e., one day the 28 year old analysts will be the 48 year old executives running the company.  Most importantly, work to be neutral and transparent in what you do as legal counsel.  Remember that your client is the company, not any particular individual.  The business will want a trusted advisor, a “consigliere” if you will.  Earn trust by your actions and your discretion.  But most of all, earn trust by giving good thoughtful advice.

If you want to be general counsel you may need to be realistic about your chances at your current company.  You are probably not the only person in the department thinking about the job (and competition is always good).  Sadly, companies will often overlook the talent in their own organization and go for a splashy hire or someone they – mistakenly – think has skills not present in the proposed internal successors.  Be sure to promote the full range of your skills to your manager (and the general counsel) but know that in the end you are responsible for your career and for seeking out opportunities.  One rarely gets “discovered.”  Moreover, you may have to leave to move up.  There is nothing wrong with that.  Get on the radar of legal recruiters in your area.  All they need is a good resume and to know that you’re interested in hearing from them if any opportunities arise.  It doesn’t mean you’ll leave your current position but it keeps your options open.   You may also decide that being the general counsel is not really what you’re looking for in terms of a career.  That’s fine too.  It’s not a position suited for everyone and sometimes just being a damn fine lawyer is enough.  But, if you have the drive and desire, now is the time to start creating your plan to get to the top.

Sterling Miller
December 21, 2015


 (Reference: www.TenThings.net.  If you have questions or comments, please contact at either sterling.miller@sbcglobal.net or smiller@goberhilgers.com).