Over the past decade, the role of the general counsel has changed dramatically. Once viewed as what Caribou Coffee's GC Dan Lee likes to call "the keeper of no," valued primarily for his or her ability to keep the company out of legal trouble, the GC is now expected to be an integral part of the strategic business team.
The ongoing economic crisis has heightened that expectation--financially strapped companies need ideas to move the business forward and in-house lawyers who are true partners in that effort.
"The way the in-house position is evolving, it's not enough just to be a good lawyer," says Karen Wishart, executive vice president and chief legal officer of TV One. "Good lawyers are a dime a dozen."
With the new reality that no in-house job is safe and that competition is stiff for any opening, many great lawyers are scrambling to catch up on the business skills they never learned on their way from college to law school to law firm to in-house post.
"You don't get business skills in a law firm and you certainly don't get them in law school, but you are expected to come into the business environment and be a productive member of the business team," says Chris Willis, vice president of human resources and general counsel of Interstate Batteries.
There are several routes to learning those skills, from executive MBAs that take two-plus years to complete to mini-MBAs that hit the highlights in a week or less, and from working in a business unit to mining the wisdom of the company's financial wizards. On the following pages, successful GCs and senior in-house attorneys share the paths they've taken from legal adviser to business partner.
1. Back to School
Getting an MBA while working full time as an in-house attorney is a fool-proof way to get a solid grounding in business principles, but it's not for the faint hearted.
Just ask Karen Wishart, executive vice president and chief legal officer of TV One, who earned an executive MBA from Emory University while working full time at Scripps Networks and raising a family. She declares, "It was the best thing I ever did and the toughest thing I ever did."
It was so tough that on a couple of occasions she wanted to quit. Her husband urged her to continue, despite the toll her overloaded schedule was putting on the family. And she is very glad he did.
"In so many ways, it has paid off for me," Wishart says. "It makes me a better deal maker because I understand the financials and the structure of the deal. I can suggest other ways of financing or splitting the pie or paying it down, and I know how that will affect our cash position and EBITDA (earnings before interest, taxes, depreciation and amortization). I not only understand what they are talking about, I can also contribute to the conversation."
Wishart decided to pursue an MBA after sitting in back-to-back meetings on large business deals. "My knowledge of finance and accounting was that debits were on the left and credits were on the right," she says. "I could keep up with the legal side, but I couldn't keep up on the financial side. I felt the advice I was giving them was flawed. At that point I said, 'If I want to go further, I really need to understand business.'"
James Smith reached the same conclusion after attending business meetings at Caterpillar in his capacity as an intellectual property attorney.
"I had never taken a course in accounting or finance," says Smith, whose undergraduate degree is in engineering. "I sat in numerous meetings with clients where a financial dashboard would be thrown up on the overhead. I thought it would be nice to understand what I was looking at and also participate in the nonlegal discussion."
Smith pursued a weekend MBA program at the University of Chicago, paid for by Caterpillar. That meant rising early on Saturday mornings for the two-and-a-half hour drive from Peoria to Chicago, sitting in classes all day, and getting home late Saturday night. Then he had class assignments to complete after work.
"It certainly made for very long days," says Smith, who now manages Caterpillar's legal office in Moscow. "There is a lot of work involved in an MBA. If someone decides to do it while working, they have to weigh the pros and cons."
But, like Wishart, Smith has no regrets. The MBA has enabled him to contribute to business discussions, provided leadership training useful in his current supervisory role and opened up career opportunities.
"It makes moving to the business side at Caterpillar more feasible, and it gave me an opportunity to explore other areas where I might or might not have an interest," he says. "I now know accounting is not my strong suit, but there are other areas that appeal to me."
Dan Lee, general counsel of Caribou Coffee, who started his in-house career with an MBA already under his belt, is a strong advocate of business training for lawyers.
Getting a dual MBA and JD "turned out to be the single best thing I could have done," he says. He prefers to hire lawyers with MBAs as well as practical business experience because they look at their work from a business perspective. That helps ease the counterproductive tension that often develops between sales and marketing and the legal department.
"Most of [the tension] is driven by lawyers not recognizing that if nothing is being sold, if the company doesn't have a marketing department that is effective, they won't have a company much longer," Lee says. "If you realize that one of your goals is not to be the keeper of 'no,' but to be the enabler to accomplishing business goals, you have done your client a huge service."
2. Crash Courses
Like many in-house attorneys, Chris Willis learned business skills on the fly. But as he took on bigger roles, he realized that wasn't enough.
"As a senior-level attorney or general counsel, people expect you to understand how the business works," says Willis, who is vice president of human resources and general counsel of Interstate Batteries. "To be successful, a GC must be partly, if not largely, a business person."
Through their involvement in the Texas General Counsel Forum (TGCF), Willis and Ron Barger, general counsel of Archon Group, discovered that many GCs and senior in-house counsel wanted to get up to speed quickly on business principles. Working with TGCF's Chief Executive Officer Lee Emery and the Southern Methodist University Cox School of Business, they designed a mini-MBA course specifically for in-house lawyers. SMU faculty teach the six-day course over three weekends, covering financial management, corporate strategy, general management and leadership, with two days devoted to finance.
"We worked with the [SMU] staff to create programming that fills the immediate gaps many in-house counsel are struggling with," Emery says. "If they are going to be strategic partners and put their feet under the strategy table in the C-suite, they need to understand finance."
Willis participated in the 2006 inaugural session of the Forum Institute for Leadership in the Law (FILL) that he helped design.
"I don't believe I would be in the position I am in without the knowledge I developed in that class," Willis says. "I am a much bigger contributor to the business than I would have been without the class. It made the transition from a purely legal role to a business role much easier."
J. Kevin Blodgett, general counsel and executive vice president of administration for Dynegy, participated in FILL last year.
"FILL provides a 'rounding out' opportunity for in-house lawyers who desire to lead or are in positions of leadership," Blodgett says. "I continue to implement many of the thoughts and ideas that were shared during my session--everything from conflict resolution strategies to change management programs and communications."
FILL, as well as a mini-MBA program designed for in-house lawyers offered by Boston University's School of Management and the Association of Corporate Counsel, report a continued high level of interest despite legal department belt-tightening.
In fact, Elizabeth Nassar, BU's director of executive education, says their two-and-a-half day program, offered three times a year, is typically filled within a few days of being announced.
"It's a really interesting phenomenon," she says. "With the economy having problems, the world of in-house counsel is more and more drawn to these programs. Lawyers are realizing more than ever that their world is changing and there's a need for the things we teach about being ready for disruption and having a plan for dealing with change. They have to figure out a new reality, and part of that is getting a better tool box."
The course centers on a business case that involves a business disruption and includes discussion of financial statements, valuation, risk assessment, and the synergy between business development people and in-house counsel.
"We get lawyers to think about going about their jobs in a different way so they are not thought of as a business prevention department," Nassar says.
For lawyers who already know the fundamentals of finance, tailored courses can enhance specific business skills. For example, Mark Weiss, assistant GC of Staples Inc., spends much of his time on mergers and acquisitions, which led him to take a one-week executive education course in M&As at the University of Chicago Graduate School of Business in 2008. Among the 50 participants, he was the only lawyer--the others were mostly CEOs and heads of business development.
"My view is that more in-house lawyers should engage in executive business education," Weiss says. "It builds credibility with clients. It enhances your career. Whatever your role [in the legal department], you are wearing a business hat at times and providing business advice. You need to be able to filter that advice through a business lens."
3. In Their Shoes
Moanica Caston's route to the general counsel position at Southern Nuclear Operating Co. Inc. was not the traditional one. After law school, she practiced at a couple of law firms. But her first corporate job was outside the legal department as assistant to the vice president of human resources at a utility company now known as Progress Energy.
She took away two important lessons from that abrupt move from law into business: Don't be afraid of an assignment outside your comfort zone. And don't underestimate the power of relationships.
"Force yourself to do lunches and dinners and get to know people in the business," she says. "They want that, and you need that."
After a series of jobs related to diversity issues and EEO compliance at Progress, Caston joined Georgia Power as manager of workplace ethics and then Southern Nuclear as human resources director. In April 2007, she finally returned to her legal roots when she was promoted to vice president, general counsel and corporate secretary, overseeing legal and external affairs.
While Caston's career path is unusual for a general counsel, some companies offer in-house attorneys the opportunity to work on the business side, which can be a career booster. In Caston's mind, the years she spent in business roles were an important prerequisite to her GC position.
"When you get to the higher levels, it's an assumption that you know the legal work," she says. "What they want to know are your thoughts about the rest of the business. That's where you add value."
At senior leadership meetings, Caston says she usually addresses business issues, as legal questions rarely arise. "It's always about the business--whether it's outages, budget projections, whatever," she says.
Her advice to young lawyers looking to move up: "Being in a legal role these days is less about being a lawyer and more about being a business person. Look for the opportunities to learn that. Ask for weird assignments and do things that have nothing to do with your resum?. That's how you get to move on to new things."
For Lance High, moving on to new things involved stepping out of his role as a litigator for Caterpillar, focused on toxic torts, product liability and commercial litigation, and into a role in the Global Finance and Strategic Services Division as manager of M&A implementation.
"It was awesome," he says. "The job gave me global perspective on all Caterpillar M&A activity. My job was to make sure all M&As went smoothly in terms of incorporating those businesses into Caterpillar."
To some degree, he admits, he was "a fish out of water" in a role totally different from his 14 years as a lawyer. But he believes a litigator's skills are needed on the business side. "The skills you learn in litigation--decision making, understanding issues quickly and coming to a recommendation--help the business side a lot," he says.
In return, during his 15 months in a business role he gained insights that are helpful now that he has returned to the legal department in a leadership role as senior corporate counsel.
"To have the perspective of bringing a whole business into Caterpillar gives me an appreciation for operations, treasury, human resources, the supply chain, production systems and the strategic value of M&A that I wouldn't have had," he says. "Now as I advise business units, I have much more in-depth understanding of what it takes to run the complete business and what it takes to make it successful. In a nutshell, it's a business perspective."
With the right mix of curiosity and persistence--coupled with a willingness to admit they need help--in-house counsel can teach themselves the basics of business. That's the route Art Chong followed on his way to the general counsel's office at Broadcom.
"It has to start off with curiosity, and then marrying that curiosity with people in your organization who are prepared to share their knowledge," Chong says. "Most of the time people are more than willing to share because they want you to be successful as a lawyer. People willing to put in the extra effort to find pockets of wisdom in the company can get a good education about business without taking a class."
Chong says he was lucky to work on matters for business people in their late 50s and early 60s who enjoyed passing on their knowledge to a young lawyer who showed an interest in their work.
"People are very generous with their time if you engage them," Chong says.
Chong points out that many in-house lawyers move from industry to industry--he's been in health care, property and casualty insurance and now semiconductors--so just learning about one company or industry isn't enough.
"I encourage people to learn about business in general because otherwise, unless you are wedded to staying with a company until retirement, you are limiting your possibilities for advancement," he says. "If you understand business principles, you open that aperture in terms of opportunities."
Matt Kendrick, general counsel of Mercedes-Benz U.S. International, says tapping the knowledge of the chief financial officer is an important step toward developing business skills, something he did when he first went in-house 20 years ago.
"The best place to learn is from the CFO," Kendrick says. "They are generally helpful in explaining where the profitability lies in the business, and where are the areas of biggest waste. Generally CFOs think like lawyers do in that they tend to see things very black and white so you can connect with them. It's paying attention and asking questions when issues arise: How does this affect the balance sheet? How do reserves work? What is EBITDA?"
Karen Wishart, executive vice president and chief legal officer of TV One, agrees. Even though she has an MBA, she still turns to the network's CFO for help understanding financial matters. She thinks some in-house counsel make a mistake in letting their pride stand in the way of seeking help not only from the CFO, but also from the heads of marketing, sales and accounting.
"I think you can learn on the job," she says. "But some lawyers aren't willing to put themselves out there and admit there are things we aren't expert in because we pride ourselves on people thinking we are knowledgeable."
Chong notes that corporations want leaders, not just domain experts, so learning leadership skills is important, too.
"That means being observant of people in your own organization who are effective leaders, identifying the qualities and traits that make an effective leader, and trying to model that behavior," he says.
Successful in-house counsel also mine business media for business knowledge. That includes books--Kendrick recommends any of former GE CEO Jack Welch's books--as well as cable business news networks, the Wall Street Journal, business magazines and online news services.
"The morning business news programs have always been my first half hour of the day," Kendrick says.
Moanica Caston, general counsel of Southern Nuclear Operating Co., calls herself "a glutton for news."
"When I power up my PC, the first place I go is to our intranet site to see what is going on in our industry and company, and I check back a couple of times during the day," she says. "It's invaluable."