Stasia Kelly may now be the U.S. co-managing partner of DLA Piper, but her general counsel experience has spanned multiple jobs — and industries. After becoming GC of Fannie Mae following a successful stint with law firm Wilmer, Cutler & Pickering, Kelly has been leading in-house legal teams for nearly 20 years. InsideCounsel recently caught up with Kelly to discuss the strategies that has allowed her to successfully relate with the variety of different boardrooms and legal teams with which she has become accustomed. Below is our exchange:
Q: How has your idea of a GC’s role within a company changed between when you started and now at DLA Piper?
I’ve seen a paradigm shift in the role of a general counsel between the time I started in-house until now. 20 years ago, general counsel was a partial member of the team, not necessarily integrated in the C-suite, at most meetings but not necessarily all of them, and functioned mostly as a legal advisor. In most cases it would be very controlled by the CEO and not necessarily involved in business and strategic questions.
Over the years, the role of legal guidance became much more important in a company. Forward-thinking CEOs and boards have recognized that GCs could contribute a lot more to the party than just being at the other end of the phone to answer legal questions. I think it’s been a very good evolution.
Q: Have you seen a difference in board-GC relations in the wide variety of industries you have worked in?
I’ve always been what I call “industry agnostic”. The role of the GC is not industry-specific. It’s based on judgment and advisory skills and strategic thinking, learning to look at the big picture. And I don’t care what industry you’re in and what company within an industry, companies are run by human beings. Most of the concerns, issues and internal politics are the same, whether it’s telecommunications or financial services. Walking into a C-suite is more natural for me because I can see human nature and body language, whether I know those people or that industry or not.
Q: So how can new GCs become that comfortable in a board setting?
I think that understanding that the decisions a company makes and the challenges that they face are all coming from human beings under the same stresses, no matter what industry. You can see that piece of it, knowing that it’s there makes it easier for GCs or outside counsel to be able to help.
Q: Last month, you wrote for InsideCounsel about the role of the Chief Compliance Officer. What strategies have worked best for you to communicate with your CCO and other members of your legal team?
There’s a lot of talk about a CCO needing “independence” from a GC, and there’s a lot of movement to take the CCO out of the GC’s office. I think that’s the wrong way to approach this. Because of all of the overlap, and therefore the potential gaps between what compliance and the general counsel’s office does, I think it makes much more sense to have the compliance office under the general counsel. The most important thing is that there’s a tone from the top, the CEO and board, that compliance is important in a company. That sends a message out to the company and other members of the C-Suite, “These guys are here, we’re to help you move the business forward.”
Q: What advice would you give young in-house counsel looking to become a GC?
The best they can do for themselves is to broaden as much as possible the portfolio and matters that they handle so that they’re not in a narrow niche. When a CEO wants a GC from another company, the first thing they ask is: How broad is this person’s experience? Do they have public company experience? Do they know litigation, compliance, transactions, or whatever the company’s scope of functions entails? The more an in-house counsel can get those experiences under their belt, the easier it’s going to be to make that move.