Traditionally the role of the general counsel was most successfully executed as a back room consigliere. More specifically, the general counsel worked on behalf of the company without bringing any attention to the company, the general counsel or the issue at hand. Can you imagine a scenario in which a GC of a publicly traded company would suggest to its shareholders at a board meeting that the U.S. government violated its Fourth Amendment rights? Or, can you imagine a general counsel who, after years of battling against state attorneys general, is now organizing GCs to work with state AGs?
Howard Beale is a fictional character in “Network,” a 1976 movie in which a television network cynically exploits a deranged former anchor’s ravings and revelations about the news media for its own profit. Beale’s tagline was, “I am mad as hell and I am not going to take it anymore!”
Brad Smith, general counsel and executive vice president, legal and corporate affairs, at Microsoft and Tom Sager, senior vice president and general counsel of DuPont, are two GCs that I have known and worked with over the last 15 years. Microsoft has contributed $750,000 to the Lloyd M. Johnson, Jr. scholarship. While Brad would never take credit publicly, I know firsthand he was the person who helped make it happen. Tom and I (along with seven others) are co-founders of the Minority Corporate Counsel Association.
The general counsel who made the assertion at a company board meeting that the Obama Administration may have violated the Fourth Amendment rights of Microsoft is Brad Smith. In that board meeting, Smith said, “These allegations are very disturbing…If they are true these actions amount to hacking and seizure of private data and in our view are a breach of the protection guaranteed by the Fourth Amendment to the Constitution.”
The general counsel who is working with a coalition of state attorneys general to go up against patent trolls is Tom Sager. In this issue’s Inside feature (see page 18), Sager says, “Trolls are simply about transferring wealth and not creating it….but we don’t want to reform the system to the point where it undermines what the system was designed to achieve, which is to incentivize research and innovation through the patent system.”
I can say with firsthand experience that Tom and Brad are not deranged like the “Network” character Howard Beale. As a matter of fact, they are just the opposite.
In the 1990s, Tom created the DuPont Model, which has provided a solid, dynamic, integrated approach to providing services to the company. Tom’s efforts to innovate continue to this day as evidenced by the fact that DuPont was selected as one of the 10 most innovative law departments (InsideCounsel, September 2013).
Brad’s efforts to innovate include working with: Out & Proud Corporate Counsel Award for Microsoft’s Legal and Corporate Affairs Department; National LGBT Bar Association; Hispanic National Bar Association’s Corporate Partner of the Year Award; and Hispanic National Bar Association.
Brad is one of the few general counsel in the Fortune 500 who has a website for the legal department and a blog. Tom and the DuPont legal department also have a website. Let’s be clear: I am not suggesting that GCs follow their lead as far as launching a website. However, these two GCs represent a new type of courageous consigliere who are one of the primary messengers for the company.
In that vein, next month we will preview some of the critical issues in the upcoming proxy season in an exclusive interview with Institutional Shareholder Services President Gary Retelny, who will share his insights on the impact proxy services have on accelerating the shift of power from CEOs and corporate boards to the shareholders.
Vox populi is a Latin phrase that means “voice of the people.” “IC” is working to become the voice of the thought leaders in the legal industry. If you want to hear more from general counsel who are part of the new generation of “Courageous Consigliere,” stay tuned.