Skills for Success as a General Counsel

Episode Notes

Transcript

In-House Legal: Skills for Success as a General Counsel – 3/24/2015

Advertiser: Welcome to In-House Legal, where we cover a variety of the issues pertinent to the general counsel and in-house legal departments of small, mid-sized, and large organizations. Join host Randy Milch each month as he discusses the latest developments, trends and best practices for this very busy and often complicated area of law. You’re listening to Legal Talk Network.

Randy Milch: Hello, my name is Randy Milch and I’m the host of In-House Legal on the Legal Talk Network. I’m honored and happy to lead off the revival of In-House legal with one of the most accomplished general counsel serving today: Mark Roellig, the executive vice president and general counsel of MassMutual Financial Group. Mark’s position at MassMutual is actually his fourth stint as general counsel of a public company. So the experience Mark brings to running in-house legal departments is unparalleled. Mark how are you today?

Mark Roellig: Thanks, Randy, you’re absolutely right. Frankly, I not only can’t keep a job, but cities give me the toss, too. I was brought up in Michigan, went to University of Michigan then to George Washington Law School and started practicing in Seattle as a litigator. I was out there for 13 years, went in-house wirth Pacific Northwest Bell which became US West, and then they shipped me off to Minneapolis. From there I was shipped to Denver for 13 years where overtime I became General Counsel and Secretary of US West. We sold that company to Qwest, of course, as you recall, and then I took the General Counsel and Secretary job in Storage Tech, which was a data storage company in Boulder, Colorado. That company was sold to Sun in 2005 and I headed off to Fisher Scientific in Hampton, New Hampshire. Same position, General Counsel and Secretary; I started in April of 2005. By May, I was signing an MBA to sell that company. So we hadn’t even moved, so I was thinking, what are we going to do next because the company’s clearly not going to be around that long. So when I got the call from CEO MassMutual in July of 2005, I took it and I took the job in December of 2005 and I’m now responsible for law, the corporate secretary, government relations, internal audit, corporate compliance, facilities, real estate, and corporate business resources at MassMutual.

Randy Milch: It’s quite a story, Mark. I’ve stood in awe of you many times at your resilience and also the fact that you keep on getting hired, to me means that everyone recognizes you know what you’re doing when you take over these legal departments. So this is really going to be a treat for us to go through a little bit of this. So you’ve seen a number of legal departments; do you have any general advice for lawyers who want to become a general counsel or actually want to go in-house and then become a general counsel? What what should they do? How should they organize their lives to get that done?

Mark Roellig: Randy, I guess I would focus on 3 areas. First, what is the non-legal that I think is valuable for them to have, what is the legal, and then where do you get those skills. First of all, and probably as important as any of the legal skills, are sort of the non-legal skills you need to be effective in-house or as a general counsel. Number one, you’ve really got to know business. You’ve got to know business 101. You need to understand finance, financial measurements; not only for just you department but for the company as a whole so you can be effective as a member of the leadership team. You need to have the curiosity to learn about your business and the strategies of the business, because to be effective as in-house attorney or the general counsel and be strategic, you really need to know where the company is going and why it’s going where it’s going. Developing relationships are so key. You need to read your audiences, you need to understand their goals or objectives or values, their interests, and so you really can interact effectively with your peers in the business. I would say you need to take complex issues and make them simple. One of the people I used to work with said you’ve got to bring it down to little ducks and bunnies. And you need to take the complex legal issues and make it understandable, distinct, and crisp. So communication skills are absolutely critical. assembling and developing teams, you’re only one person and the strength is all about the team around you. So to assemble the right team, to develop the right team is absolutely critical. You need to be able to manage an organization, so you need to allocate work, you need to understand what a cost to allocate work to various places, whether it be to outside counsel or whether it be to the in-house people, the paralegals, the paraprofessionals. You need gravata, so it’s kind of hard to define or figure out how to obtain it, but you need to have that gravata. And I think last of all, you need to be somebody who wants to touch the stars; you want to be something higher and better and drive your department to be that. And back to the business, I would say MBAs are valuable; So get a business degree, I highly recommend. On the legal experience side, and this is sort of substance and various, to be a general counsel, you’re going to have to know something about corporate security’s law, you’re just going to have to know that. Corporate governance, you’re going to have to pick that up along the way. As the world becomes much more regulated, you’re going to have to understand that regulatory process. You may not have to understand the nuances of the rules of the FCC or the FTC, but you don’t have to understand generally how the regulatory process works. Litigation is important; every company gets involved in litigation, unfortunately, and you need to understand how that process works. And in particular, the big issues like class actions or investigations, you need to understand that process. Then I would say, probably less important but valuable to know about, are the overall risk and dispute management labor and employment matters and executive compensation. So where do you learn all of this? First of all, law firms are a great place to get the basics as far as learning how to practice law, learning how to write well, learning how to really have those good legal skills. I would say at some point, then going in-house, and if you want to be a general counsel, I think you need to have that in-house experience. When you talk to search firms, they would say for general counsels now, they’re actually looking for sitting general counsels – we’ll get to that in a second – or for people that have already been in in-house. So you say, wait a second, if only sitting general counsels, how do I get these jobs? Well, you probably have got to go in-house and move from an in-house job to become a general counsel at that firm or somewhere else. So, again, I would say those are the areas to pick up the expertise that you need both on the non-legal side and on the legal side.

Randy Milch: That’s great, Mark; that’s a very extensive list that you gave. It sounds daunting, but I think that your point that you need to pick a way in and work hard once you get in is the real key to this. Obviously, the general counsel is a generalist – it’s in the title. But it’s important, I think you and I both agree, to find your way in and then work hard at a place that you think has a meritocracy and get promoted.

Mark Roellig: Totally agree.

Randy Milich: So one interesting thing that you’ve done, Mark, is in addition to running the legal departments, as you’ve said at the beginning, you’ve also undertaken leadership role and administrative functions; compliance, government relations, corporate administration, you’ve had the HR function. So you have a broader view, I think, of leadership than simply the legal department. And I think you have a broader view of organization. Have you figured out any key tips and basic rules for successfully managing large groups of attorneys and other professionals?

Mark Roellig: Yeah, I’d really make three points here, Randy. First, what you and I do is in many ways simple. It may be hard to execute, but I would say it’s somewhat simple. Four things that I focus on, this first aspect is you pick the right people. Deciding who’s on the team is what it’s all about. You’re only as good as your people, you’ve got to pick great people and have them be a part of your team; so that I would say that’s number one. Number two is you need to set the objectives. And by that you need to work up with your CEO and the board of directors to understand what the strategy is, what they expect out of the company, and frankly, what the legal group can do to help advance that strategy. And then you’ve got to work across your peers, the leaders of the various business units of the business to understand what their objectives are and what they want to accomplish so that you can help them accomplish that. And then you work with the team below you, by that, the lawyers, the paraprofessionals, the others and the various parts whether it be the legal organizations or somewhere else. And they often, not often, I would say 99% of the time, have the best ideas. This isn’t like when my grandfather worked at Chrysler where he was on the line and he just put the part on the cars that went by and to ask a question was to slow down the line, so he never did that. Here, in the current world, the people closest to the customer, the people closest to the issues have the best ideas. So getting the view from the board and the CEo, where they want to go, the peers, what their objectives are, your team, how best they accomplish those, you set the objectives. One of the things that I’ve learned as I’ve gone through my career, is if I ask Randy to do good work, I’d be surprised if I’m going to rate you higher than a B at the end of the year, because your rating or your view of good work is different than mine. If I ask Randy to do the following ten things, I’m going to get those ten plus two more. And so being clear on expectations is really valuable. Then you’ve got to reward and recognize the folks. It’s very important that you reward and recognize those that really perform. And as part of that, to get them to perform, you’ve clearly got to help them. So helping, one of the things i do, is enabling the team. Whether it’s resourcing, whether it’s funding or whatever, help them get to their objectives so I can reward them, recognize those that have really done the job well. And then one of the things that we’ve got to do – and this may be the harder side of it – is you’ve got to decide who gets off the team. Hopefully, people perform well and do well, but to the extent that they don’t, you’ve got to have the fortitude to make the changes. So as one of our board members said – former chairman and CEO – whenever we have a good reason to terminate someone, take it. And so if somebody’s not performing, you’ve got to make that change. The second thing I think is very valuable if you want to have a good group and lead them well is create a personal leadership law. You want to articulate to your team what you will do, what you expect, and what you will not tolerate. And then I put this in a document, about two pages long of bullet points. Give it to the team and ask them to hold me accountable to my personal leadership philosophy. For example, in the area of what I will not tolerate, any type of harassment or lack of respect for one another or value in one another, you don’t get two strikes or three strikes, you’ve already got your first two. one strike, and you’re out; so clearly that’s something that’s very important to me. Thirdly, you talk about rules that I’ve served and developed for being successful. Recently I read the book Rumsfeld’s Rules, I don’t know if you’ve read that one yet, you work for three precedents, Don Rumsfeld did, and I looked at the whole book and I said gee, I wish in my career I created my set of rules. So I started to create my list this late in my career and I think I’m up to about 4 pages now. And I’ll just tick off some of the ones that are on my documents that I particularly like. Always act as routine urgency. If you wait to solve for a criticism, you’ll never make a decision. And remember that a delay or a non-decision is often a decision in and of itself, and it may be the wrong one. Usually it is. If you don’t measure it, you won’t get it. Never skimp on technology or education. When smart people ask dumb questions, listen. If you’re the smartest person in the room, you have a weak team. Keeping a non-performer around is more destructive to the team than the incremental value to them and not making the tough decision; I’ve seen this time and time again. We spend a ton of time trying to make our non-performers average. We should be spending all of that time making our stars superstars. Another thing I really focus on, one of my rules, is we treat the company’s assets more dearly than our own. We don’t stay at Four Seasons or Ritz-Carlton, we don’t do it. We treat the shareholder’s money and assets more dearly than our own. I would also like to say that there are very few occasions to celebrate – don’t miss them. That’s one of the things my dad actually taught me and I truly believe. I would also say as far as most decisions have all the facts, and it’s the weight we put on those different facts that creates good judgement. So when you look at the facts, how you weigh them is really important. And then also I would say, when people lose money, they have no sense of humour. So keep in mind that you are really entrusted in the assets of the shareholders, in our case the policyholders, and you need to get the returns for them or they’ll have no sense of humor. I guess the last one, I’d say is I stole one from Don Rumsfeld that I put on my list, it’s one he stole from Charles De Gaulle. It’s very simply the quote, “The cemeteries of this world are filled with indispensable men.” So maybe I’ll write my own book of rules someday but those are the key points that I would outline at this point, Randy.

Randy Milch: Well, Mark, I’m glad we got some of the rules out to the public, at least at this stage, so we don’t have to wait for your memoirs. Maybe we’ll figure out some way to widely distribute them because I think they’re great. We’re going to take a break right now before we go on to our next segment and it’s going to be a message from one of our sponsors.

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Randy Milch: Welcome back to In-House Legal. I’m your host, Randy Milch, and with me today is Mark Roellig, the executive vice president and general counsel of MassMutual Financial Group. Mark, before the break we discussed the organization and management of the in-house legal function. Now I’d like to turn to the question of how do you ensure that your legal department is a strategic asset to your company? It’s clear to me, anyway, that we remain in an era where corporate overhead is constantly under pressure and that legal departments are generally cost centers, not profit centers; and so we’re prime candidates for the paring knife. How do you ensure that your department is constantly adding value to MassMutual and the other companies where you’ve led the legal function?

Mark Roellig: Randy, as you and I know, the general counsel in the in-house legal groups have sort of evolved over the years. If you go back probably to the 20’s, 30’s, 40’s; the in-house groups made consisted of a general counsel, maybe a corporate secretary and that was about it, they would attend the board meeting, take the minutes. Then somebody said gee, we’re spending a lot of money with outside counsel, let’s create in-house law firms. And they did, I was part of one. US West had a huge in-house law firm, I think they had over 160 attorneys and had every function of a law firm covered. Then the third phase, somebody said wait a second, this doesn’t make sense, because we need particular expertise and particular jurisdictions. And so what they started to do was a really great mix and match whereas outside counsel and inside counsel had the greatest value. I would say now we’re moving to another stage, which is very interesting and that is moving beyond just being lawyers and just providing the law, but being strategic. So how do we add value to the business? How do we help the business meet its objectives? And so as we try to think about that, what we do every year is we create a strategic long range of plans. So what we do is we take the company’s strategies and tactics and we think of ways that we can use our expertise and our legal expertise to advance the business. And so it’s beyond just the high quality response of legal work, but what additionally or unique can we do to advance the business. So we create our best view of what those are, then we discuss them with the business and this is really important and valuable. We want their input, we want to prioritize what’s important to them, but also, it’s frankly a bit of a marketing tool. They’ll say, gee, you’re here to help me get my objectives accomplished? That’s great, this is a law group that I like. So it moves a law group from being just the cost of that none of these are helping advance the strategy of the company. Then we take these strategies and tactics that really get down to even specific items, like by so and so day, we’ll file a piece of legislation in the state of Utah that says blah, and then we’ll assign those to individuals. So it’s all aligned; so the individual is working on a particular project, knows how their project fits into a legal strategy that fits into a specific company objective. So it’s all one part of an overall strategic long range plan. As a matter of fact, we just finished our 2015 plan and it’s about 80 pages long, distributed to all the attorneys and so we all know what we’re all working on. A classic example of the value of this – and Randy, I know you  know the Telecom Business – back when i was at US West, one of the things that we were challenged by is that we couldn’t get into the cable business. And so we wanted to be in the cable business because we were offering telecom services but we wanted to go broader, and so we came up with the strategy that what we would do is argue to the court that our inability to use cable services was a violation of our right to speak; we were entitled to speak through the cable line. We sued, we won, so then we had the ability to be in the cable businesses. Likewise at US West, one of the challenges we had were that cellular companies were becoming sort of new in their infancy. The view was gee, telecom companies, it’s not fair for you to use your customer information about all those customers you have on the landline and then share that with the people that are in the cellular business. So the FCC said that you can’t share that information across the company. And we said well wait a second, we have the ability to speak with one another, there’s free speech rights within a corporation. We sued the FCC, we said they were violating our speech rights, we won. Now both of those are examples of something that you are not sitting in your office, waiting for your phone to ring and providing responsive high quality legal work, but you’re actually thinking about the legal function and how you can use it to advance in business. And I would say going forward, that is the way that law groups will add significant value to their corporations and not just be cost centers.

Randy Milch: I think that’s great, Mark, I think that one critical item that you mentioned – which I think bears a little bit of reputation – is that this has to flow down throughout the entirety of the legal department you need to instill in every lawyer from the line lawyer up through your hierarchy that their requirement is to be integrated with the business and they help the business achieve their goals. And when you see lawyers in-house who take a standoffish view to their customers, their clients, that is likely to be someone who is off the buses, as you would say.

Mark Roellig: Yeah, Randy at the end of the day, being close to your clients, our clients don’t want lawyers who are cops. They don’t want people who would say, strike, ball, strike, ball. They want somebody that doesn’t do that, but actually helps them win the game. They don’t want us to talk in the third person, as you and I know. It’s not about what you can do, it’s about what we can do together.

Randy Milch: Exactly. Let’s change gears for a second, Mark. I’ve been very admiring of your championship of diversity in the legal profession, both in law firms and in corporations to create opportunities for people of colour and women. But let’s start at the beginning here, let’s start with why. Why do you think diversity is an important goal for a general counsel?

Mark Roellig: To me it’s pretty straightforward; as I mentioned earlier, I tend to be a bit of an analytical person, so really focus on are what I would say are six areas. First of all, as I said earlier, it’s all about talent on the teams. You’re only as good as your talent, you’re only as good as your team. And if you look at the population that’s out there, it’s our demographic destiny, it’s changing and changing dramatically. In the year 2042, whites will be a minority in this country, never to be reversed. 57% of the undergrads are women, I think about 50% of law school grads are women, so if you want to get the best talent, you want to be going out into the diverse pool. The same demographic destiny is impacting our customer base, too. If you want to be like your customers, if you want to understand your customers, you’ve got to be diverse. So I’d say demographics are the first two things that are causing impact on talent and understanding our customers. Then you move to other factors. Better decisions are made by diverse teams. You have more ideas on the table, different perspectives, more to sort through, and you just plain make better decisions. Innovation and creativity, which has sort of become the buzz in corporate America these days, clearly is driven by diversity. If you read Walter Isaacson’s most recent book, I think it’s called The Innovators, he talks in the book about the value of collaboration, the value of different perspectives that have really driven the significant innovation in our country and frankly in the world. And so to be innovative and creative, you need to have diversity. Then a diverse team simply is more engaged and studies will show that at the end of the day, and engaged team is much more productive. And so an engaged team is one that comes to the office, feeling that they can be their full selves. Feeling that they can add their full value without having to worry about who they are or what they have to cover. And so at the end of the day, you will be more engaged as a team, and again as I mentioned, that drives productivity. So I would say for talent for customers, better decisions, innovation, engagement and productivity, diversity has got to be a focus of your law department.

Randy Milch: I couldn’t agree more, but let’s move on to the how. It’s my view that achieving results in the quest for more diversity is not an easy thing, in fact it’s very hard. And I’d like to know what steps you’ve taken as a general counsel that you believe produced the most effective results in this effort.

Mark Roellig: Again, I sort of create buckets around this, although in this area, they overlap a little bit. I would say that theories that I focus on are creating the environment, branding it, developing a pipeline, and then also developing and promoting the individuals. So first of all, you need to create the environment that’s productive and values diversity and inclusion. And you have a series of actions under that. First of all, you’ve got to have a diversity policy for the department as a whole. You probably have a diversity committee with a clear charter with what they’re responsible for and how they help keep the efforts within your department. You probably are going to include and create an environment of some sort of diversity education for the team. Training around unconscious biases are very important in this current world – and we all have them – and so to have the awareness is valuable. And at the end of the day, to really drive the environment, you’re going to have to be a part of your performance management. People are going to be held accountable for valuing and promoting diversity and inclusion. On the brand side, there’s a lot you can do. You can develop partnerships with – whether it be law firms or with entities out in the public, infinity groups – where you can get the brand out where you support diversity and inclusion. You can attend the events, I know I’ve seen you at the events, Randy, and we don’t just talk to one another at those events, but we see the individuals that are attending, get their cards, give them cards. And one of the things that i try to do is before I go to bed every night, every card I’ve gotten, I send an email to the person and indicate how I enjoyed meeting with them and ask that they keep in contact. In the branding space, you can also get down to the law schools, meet with the law students. We have a 1L program where we bring in 1L diverse students of several every year that frankly help position them for their 2L job. But it also gets our brand out in the community, both with the firms that they end up at and also the law schools that they come from to make it clear that we really value diversity. We also mentor law students. I’ve always been mentoring one every year, and fortunately or unfortunately they stay with me, so I have quite a few of them mentoring. But at the end of the day, mentoring is a good way to develop the brand. And like you, I know you do street law at Verizon; we work with just the beginning foundation and it’s a good way of making it public, the value that you have for diversity and inclusion in the community. As far as creating the pipeline, this is not only for just people that you might want to hire in-house, but it’s also for the people you might want to hire as an external counsel. Again, as part of your branding activities, you’re meeting all these folks, these are folks you ought to connect with. And hopefully you will either bring into an in-house job, or you’ll know about if you have a particular project. So creating that pipeline of people that potentially could be part of your team – internal or external – is very important. For the law firms you use, you want to make sure you measure how they’re doing. Are they putting diversity on your cases? Is there diversity of the individuals, whether it be gender, whether it be people of colour, whether it be gay or lesbian – you want to make ensure that you are getting your matters populated, and not just rotating associates. But the partnership level, the junior and senior partnership level with diverse individuals. And frankly, at the end of the day, I’ve developed and promoting the folks, both inside and outside. A huge believer in flexible working arrangements that can help a lot with gender diversity, to have the flexibility in making the workplace be one where we’re not just selling hours to our clients but selling results – and I don’t necessarily hear when you get it done – I think is very receptive in particular to gender diversity. And don’t forget to onboard as you bring people in from the outside. You need to understand that people that are different may have different concerns, and one of the things we always do is assign mentors to all of our new attorneys so people can transition effectively in-house. So I would say those are the four areas that we focus on. Like I say, they overlap a bit, but to create a structured program around those four areas with a series of action items, I think is a very good way to get to the how in how to improve diversity in-house.

Randy Milch: I think it’s very important that you have a thoughtful approach as you’ve demonstrated, Mark, and you do it better than anybody else that I know of setting down measurable goals and then insisting that you and your team – and you hold yourself responsible team, I know you and your team meet those goals. It’s really the way to accomplish some of these tougher items that the general counsel, as a leader of a business, has to attend to. So, Mark, as a final question here, I want to just get your quick prognostication on what’s going to be new in the legal world. What trends do you see that might affect the law and the importance to folks who might be listening?

Mark Roellig: I would say the trends that affect our business are really also affecting our law, and they’re probably affecting our business or society. The whole issue around innovation technology information data as a trend, that is really going to impact our legal business. Improvisation is becoming much more of a commodity, and when you and I started our careers, we might have had our file drawers of briefs and memos that we have created and that was our value in part. That is now being distributed over the internet. So it’s changing the practice of law and the practice of in-house law where it’s the judgement that we put onto the information that is much more valuable. So that the use of information, the sharing of information, is really going to be critical. Data analytics, you say that doesn’t really apply to law; it sure does apply to law. We’re going to be able to look at trends, we’re going to be able to look at things that are occurring whether they be in contracting, whether they be in negotiating M&A deals, whether it be in litigation, and we’re going to be able to look at data on what has happened in the past to use that to better predict the future and help us make decisions. So information data technology I think is one of the trends. The other one which sort of goes against that – which is kind of odd – is at the same time the world is becoming more flat, regulation is becoming almost more non-flat, whatever that would be, I guess, mountainous. And it seems every jurisdiction wants to create its own rule or regulation. So whether it be a different state or a different city in the US or a different country, they all seem to be wanting to create their own regulatory rules. So the complexity of regulation, and the need to effectively work our way through that, is something that is really going to be a challenge for all corporations and all legal departments. And then last I’d say there are some areas of the law that just simply need to be fixed; one of my bugaboos is litigation. 99% of all cases in this country settle. 99.9%, I think it is, is just huge on the civil side. And one of the things that I tell my lawyers is pick your best 10% and let’s get rid of the rest and let’s get rid of them cheaply because that means that one out of every ten that you’re working on still might go to trial, but even those will disappear. So why are we spending all this money as a company, as a society? It is frankly just a waste of money and we’ve got to find a way to be more efficient on doing that because we’re just throwing money away. A lot of lawyers make money on it, but I don’t think it’s necessarily good for our clients our society.

Randy Milch: Mark, thank you very much for spending time with me today on In-House Legal. It’s been a hugely very informative half hour, and I really, really appreciate it.

Mark Roellig: Thank you, Randy, I enjoyed it very much, too. So I guess one thing I would say in closing is that I went to a conference once put on by the people from Zappos and Genelin was there, and they talked about what Zappos really sells. And they talked about how they deliver happiness – they don’t  deliver shoes, they deliver happiness. And one of the things I’d encourage for everyone who’s listening is step back and really think about what makes you happy. And in that regard, people, studies will show that it’s not money or title. And when I heard this presentation I went, gee, I don’t know what makes me happy, and I had to spend some time thinking about it. But I do think one of the things you’ve got to think about – both in your career in the office, because it applies there and frankly on the personal side – is time is probably the most limited resource we have. You can’t buy it, can’t reverse it, can’t accelerate it, can’t stop it. And how we spend that time in our working hours or in our personal hours, really reflects our value. So use it wisely.

Randy Milch: Thanks, Mark. And i want to thank all of you who have listened to our podcast today. For all of you listeners who would like more information about what you’ve heard today, please visit www.LegalTalkNetwork.com. Or you can follow us on iTunes, RSS, Twitter, and Facebook. And that brings us to the end of our show. I’m Randy Milch, thank you for listening. Join us next time for another great episode of In-House Legal.
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