When you wear the general counsel hat, you might feel like you have the weight of the world on your shoulders. There are many issues that are top-of-mind for GCs, but anyone who has reached the GC chair has experience dealing with challenges. These days, however, GCs face a wide range of challenges as part of their daily responsibilities.
How to face these challenges was the topic of the keynote address on the second day of the 14th annual SuperConference. The panel featured Gloria Santona, executive vice president, general counsel and corporate secretary, McDonald's Corporation, Elisa Garcia, executive vice president and chief legal officer, Office Depot, Inc. and Scott D. Chaplin, senior vice president, general counsel and secretary, ATK.
The panelists kicked off the discussion by talking about corporate governance, speaking of matters of term limits and age limits for board members. Santona pointed out that it can take board members several years to learn the business, so that should play a factor in determining how long board members should serve. Chaplin mentioned that peer evaluations and outside reviews can be helpful for board members to get insights they might not otherwise receive. Garcia’s situation is unique among the three, as Office Depot is adjusting to a brand new board in the wake of its merger with OfficeMax.
The issue of shareholder proposals and activism arose. Chaplin explained that, as the leading manufacturer of ammunition for the U.S. military, ATK receives a number of proposals about gun-related topics. Santona notes that it is important to engage in conversations with major shareholders in order to take their temperature on issues. Garcia says that, as a company that does 40 percent of its business overseas, the issue of corporate social responsibility is top-of-mind.
Chaplin broached the topic of board size and diversity. In the aerospace and defense industry, he says, it’s difficult to get female board members, since most board members are ex-military. Garcia noted that she has guidelines, due to the merger, that dictate the makeup of her board. She also noted that having more female voices on the board makes for more dynamic conversations. Santona cited three women as the tipping point that makes a difference for boards.
The topic of client development came up, and Chaplin opined that in-house lawyers should use the same client development techniques that law firm lawyers use. Speaking of her legal department, Garcia noted that many attorneys from her team have advanced in other areas of the business, which is predicated on knowledge of the ins and outs of the business itself. For McDonalds, which has over 200 lawyers around the world, the changing nature of the business and the company’s acceptance of lawyers as members of the business team, keep Santona’s team engaged and interested in developing trends.
While development of individual lawyers is important, Chaplin noted that development of law departments as a whole is important as well. Prior to his arrival at ATK, that company’s law department was internally known as the “department of no,” so he made a concerted effort to improve the reputation of the department, aligned with the philosophy of the company itself. The in-house team at McDonald’s has a leadership program to help develop members of the team, even training paralegals, tailored to their specific needs. Office Depot also has a leadership development program, which gives more opportunities to those who show leadership potential.