Thomson Reuters’ Deirdre Stanley: Being Interested and Getting Ahead

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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, midsized, 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 have as a guest today, Deirdre Stanley, the executive vice president and general counsel at Thomson Reuters corporation. Deirdre has been the GC at Thomson and Reuters since 2002, but has also served as a lead business development and strategy officer, and as an M&A lawyer, both in house and in a prominent law firm; so there’s lots to explore. Deirdre, welcome to In-House legal.

 

Deirdre Stanley: Thank you very much, Randy.

 

Randy Milch: It’s great to have you here. I know that these recordings are timeless, but we’re on the eve of the Thanksgiving holiday today, so thank you for spending some of your compressed time with us.

 

Deirdre Stanley: Well, I’m grateful that you asked me.

 

Randy Milch: Deirdre, it’s always helpful for folks to give us a little bit about their root to the GC chair. Will you tell us about your legal education and the steps you took right after law school, what you decided to do?

 

Deirdre Stanley: Sure, Randy. I would like to say I had this mapped out, but it’s not at all true. I went to law school immediately after I graduated from Duke University and went to law school up in Cambridge, Massachusetts. I had a great experience at Harvard but wasn’t really sure what I wanted to do with my legal education. I really went to law school as kind of a backup plan, the idea that you could always do something with a law degree is what I heard and I wasn’t quite sure of what I wanted to do with it. But I was fortunate enough to have a couple of Summer associate positions, one of which was in New York city. And I deliberately came to New York because I wanted to come to where the bright lights and big city was and I had a great experience at a law firm doing litigation. I say it was great because it was very illuminating. I really didn’t know what at all went on in these big law firms. This was a firm that was about 400+ lawyers, which at the time was probably bigger than any law firm in the state that I had come from. So I was doing complex litigation and being a junior associate; what that means is I was doing a lot of memo writing and a bit of due diligence as well. I had an opportunity to do a couple of weeks of corporate work, and that’s when I really think I started to feel like I could have a law career as opposed to do something else with a law degree, because I really took to the idea of law and business coming together. So from there, when I graduated from law school, I went to another prominent law firm in New York city focusing only on corporate law, thinking that in a couple of years, I’ll probably leave and go back south. After a while, it was very clear to me that I wasn’t going to know much about corporate law in just a couple of years here in New York. So I ended up spending 6 or 7 years at a law firm trying to decide what my next step might be. And I really thought about being at a law firm almost, Randy, like having a postgraduate degree; the good news was that they actually paid you, which obviously you’re paying them when you go to school. So I was soaking up as much experience as I could possibly get going through various rotations like banking and projects. It was when I started doing mergers and acquisitions and met some in-house lawyers that I really started to think was a career that I would be well-suited for.

 

Randy Milch: What was the appeal of in-house? You were at Cravath, we don’t have to pussyfoot around the tremendous law firm you were at, but what was it that appealed to you in particular about being in-house as opposed to being the pro from Cravath?

 

Deirdre Stanley: I think it’s really a personal preference. And for me, what it was, Randy, was that when I started doing mergers & acquisitions, the in-house folks that I worked with were clearly in very strategic roles at their company. And again, I was a lawyer who kind of went to law school as a backup plan because I couldn’t figure out exactly what I wanted to do. And the whole concept of strategy and looking at the business from the long term perspective really appealed to me as opposed to just looking at it from the transactional perspective which was the lens through which I saw it at the law firm. So the in-house lawyers who were doing mergers & acquisitions in particular, and I was doing some with one company, and I could see this transaction after transaction. We’re doing all of this in furtherance of a roadmap of opportunity that the company was looking at. So I started talking to legal recruiters. I was very fortunate back then because legal recruiters always called big firms like Cravath to ask if associates wanted to go in-house or go to other places. So I started tell them if they could get me an in-house job where I would do nothing but M&A, that would be terrific. That would be a really sweet place to go. So in fact, I did get an opportunity to go to a predecessor company of the company that you were at, Randy, a company called GTE, to be an in-house mergers & acquisitions attorney and that was terrific for me.

 

Randy Milch: And how long did you stay at GTE?

 

Deirdre Stanley: I stayed at GTE for a couple of years and I was doing a lot of telecom M&A. And then I had an opportunity to go to another company which is now best known as IAC. When I joined it, it was USA Networks at the time, Barry Diller’s media and ecommerce company. And the reason I moved there was because I realized that this concept of only wanting to do M&A was actually narrower than the career I wanted to pursue, and what I mean by that is I couldn’t figure out how I could get my boss’s job. My boss at the time was the deputy general counsel. It’s the only thing i know how to do with M&A. The department I was in at the time was a pretty structured one. So the opportunity to get experiences outside of M&A, what was a little bit more challenging and more importantly wasn’t clear that those opportunities in that particular company at that moment in time would have necessarily been better than some other positions than I could have gotten elsewhere. And the nice thing about being at USA Networks or IAC at the time that I was there was that I was part of a small corporate team. I went in as deputy counsel and I was able to do mergers & acquisitions but I was also doing a little employment law and I did a little bit of securities work. So it was really calling back on my old Cravath experience where you might get thrown into – lots of different times – a situation that you just have to figure out, and it was really fun. So it was there, Randy, that I had the experience doing a little bit of business development.

 

Randy Milch: And that was outside of the legal department at that point? You were sort of double hatted?

 

Deirdre Stanley: I was double hatted. It wasn’t outside of the legal department. As I mentioned, I went in as deputy counsel at USA Networks and I was doing lots of corporate stuff. And what I mean by that is I wasn’t doing commercial contracts. I wasn’t doing a lot of the work that an operating in-house company lawyer might do. I was doing more of the “strategic” stuff, which you’ll remember is what I said that I wanted to do. But again, thinking about how to broaden myself and my career, when I had the opportunity to move within an operating company within IAC to a division, I really jumped at the chance because it would broaden my skillset. And this was a newly formed division of the company and they were really trying to figure out what the business model would be. And I was working more and more with the business folks in business development as well as the president of that division. And at some point in time, when the position became open to actually run business development, I got to kind of add that to my legal role as well. So that’s how I came about; I think it’s just about being open to opportunities and showing a bit of curiosity beyond what my immediate responsibility is. If you’re at an interesting place, it isn’t so hard to do.

 

Randy Milch: Deidre, I support you 100%. I think you and I have talked in the past about how important it is if you’re in-house to be open to those possibilities and be willing to stretch beyond what you think you know how to do already. It’s the only way, really, to advance opportunistically at a company.

 

Deirdre Stanley: I agree with that, and corporations, especially today, Randy, are so big. And it really is required as you move up the rank that you have experiences looking at that company from different vantage points. And that was the beauty of the years I had at IAC in particular. I saw it from the senior corporate level both as the deputy general counsel and just a senior corporate executive. I saw it from the operating division level. Those are the people who have to make the money. And you see the pressures on bringing in revenue and also the risks involved in thinking about how to manage those risks. I saw it from the business development side as well; one of the hardest things when lawyers move to a business role, is even though you know that risks are there, a lot of what lawyers do in-house, as you know Randy, is proactively manage the risks. Even though you know the risks are there, how do you shed them and shed the preoccupation with them? You want to be cognizant of the risk, but how do you manage that aspect of your awareness while really driving for the revenue? So it’s a balance, and some lawyers really can’t make that shift in making the revenue the predominant thing that you’re looking at; always, of course, managing the risk. But if you have to do it, I think it’s a particularly great training ground in an odd way for being a general counsel.

 

Randy Milch: I think you’re absolutely right. People tend to forget there’s no way to make money unless you’re willing to take some risks. So that is the great mindshift for in-house lawyers is turning the preoccupation with risk into putting it into a little box so you can make judgements about risks on other items and other factors and figure out how to make your company so many. So how long were you at USA Networks?

 

Deirdre Stanley: I was at USA Networks for about three years, maybe a little bit longer.

 

Randy Milch: And then Thomson Reuters came up. Or it wasn’t actually Thomson Reuters at the time, was it?

 

Deirdre Stanley: No, it wasn’t Thomson Reuters at the time, you’re exactly right; it was the Thomson Corporation, and I had never heard of the Thomson Corporation. A recruiter called me, a headhunted. It was one of the large business search firms. I know a lot of legal recruiters, I didn’t know anyone at the large search firm at the time. And I’ll tell you a funny story: I thought I was doing a pretty good job doing business development but I was still feeling my way. So when I got this call from the search firm, I said geez louise, somebody who actually likes me said let’s try to get this girl another legal job before she really screws up this business role. But actually, it wasn’t somebody who was trying to get me out of the business position, it was an old colleague who I had worked with who had gotten the call from the recruiter initially. Since he wasn’t interested in the job, he said, “Who else do you know?” I mentioned that, Randy, because I think it’s another point that your listeners might find of interest, and that is in our legal world, it’s a pretty small community once you get started in it. And every transaction, every engagement where other lawyers are involved is actually a bit of on the job networking, if you will. And it’s part of building your resume even when you don’t think you’re building it, because so many opportunities come about by word of mouth or someone asking someone who you know who has this skillset or might have had these sets of experiences. We’re often called the bond to go to our memory, and say who did I work with either on my side of the transaction or elsewhere who might be well suited for that; so that’s how the role came out. I never heard of the Thomson Corporation, but I had heard of a lot of its brands such as Westlaw; and at the time, a company called Thomson Financial, had a number of products that I knew from being around the financial services community a bit. And it was a company that was really transforming itself from this uber portfolio of companies, which had been in all kinds of industries such as oil and gas, newspapers especially, and had a little bit of business called professional publishing; and really doubled down on that when it bought West Publishing, probably out five years before I joined the company. It sold us all of the assets and moved wholly into this space of professional publishing, although more and more of it was being electronically delivered. And what they said they were looking for was somebody to come in and to transform the legal department into being a more strategic business partner. And if you remember what I said about what attracted me to in-house in the first place, which was the jobs that more people had seemed to be strategic and looking at the long term with one client. The opportunity to transform a legal department to be more strategic, that was like music to my ears so it sounded like a dream job.

 

Randy Milch: I think that if we were North of the border, we would know more about the Thomson company. It’s a Canadian-owned entity, at least it was at the time.

 

Deirdre Stanley: It still is, so we are incorporated under the laws of Ontario. At the time, the 70% shareholder was the Thomson family. That interest has been diluted to some extent because of the Reuters acquisition. But at the time it was majority owned by the Thomson family, but it was a public company that had just listed on the New York Stock Exchange, it was already listed on the Toronto Stock Exchange. And yes, you’re correct. The Thomson family was very well known

 

Randy Milch: And was there a great deal of additional learning you needed to do to take over the legal helm of an Ontario company as opposed to a New York company? Or did the fact that it was on the stock exchange essentially level up the company aspects that you were more used to?

 

Deirdre Stanley: I would say the public company assets. Even if they had not been listed on the New York Stock Exchange or leveled out just because of the similarities between the laws that we know and the rules in security and exchange commission. And the ontario securities commission and indeed all securities commissions in the provinces in Canada are very, very similar. They’re something called multijurisdictional disclosure system, which even further levels that out. And you’re right, the Toronto stock exchange and the New York stock exchange have rules that are very similar. The interesting part about it is the public company aspects are very significant, but I will note that when I joined the company – and we have a much different footprint now – 97% of the revenues were in the United States. So it was, in many cases, a US operating company as far as the day to day customers and the business itself. However, the shareholders were primarily Canadian.

 

Randy Milch: Deirdre, you mentioned that when you joined Thomson, 97% of the revenues were from the US, but that was before the Reuters acquisition. Could you give us a flavor of what Thomson Reuters business is today?

 

Deirdre Stanley: Sure, Randy. In 2008, the Thomson Corporation acquired Reuters PLC, it was a British company. Overnight, with that closing, our footprint did change and we became much more global, which was one of the strategic reasons for the acquisition in the first place. So now, about 55% of our revenues come from the United States. Another 40% or so come from Europe, the Middle East and Africa. And over 10% comes from Asia. So we really do have a global reach and we have continued to have that professional publishing as our heritage. But we like to think of the business we’re in now as intelligence information. And that’s because most of our information is electronically delivered to customers in various professions and businesses. So in financial services, in legal, tax and accounting, intellectual property and science. The information itself is often information that is joined with the customer’s information to help come up with a solution to a problem. There’s a lot of software that underlies a lot of our business. And all of this is powered by the world’s largest free news agency, Reuters News. We have about 2,4000 journalists in the field around the world and that news is powering our financial information products in particular; but a number of our other products and services. It’s also sold wholesale to various news outlets, whether that’s newspapers, television stations around the world; a lot of the stuff you see when you look at what’s going on around the world is actually television feeds from Reuters News.

 

Randy Milch: So I think it’s fascinating, there’s at least some similarity between the digital publishing and the creation and packaging of content with the greater footprint. But one interesting aspect of the Reuters acquisition – I think, and I’ll be interested in your comments on this – is you suddenly became the chief lawyer for a news gathering agency, which we both know the GCs of various press agencies spend a lot of time worrying about their reporters, the rights of their reporters, free speech issues all around the world. Was that a major shift for you? And was it an energizing one? How do you think of that aspect of your job these days?

 

Deirdre Stanley: It is a major part of what we do in the legal department. What I would say is because of the kinds of news agency we are, some of the things that you would be most familiar with, Randy, but some of our colleagues who are general counsel would say the US based news outlets have different challenges. But our challenges are, for example, in getting cameras across the border in war torn countries. In some cases having journalists where their rights to report are not the same in every country. In certain countries, even in Europe, the rights that we enjoy like free speech are balanced in a different way with respect to the rights of privacy that as are interpreted under the laws of other jurisdictions; and so it is a challenge. What I would say is it was an interesting new challenge, but I think that the greater one by far really was in managing and thinking through issues of a global organization with a footprint that we have that seeks to have platforms that go across a multitude of borders; and therefore you’d like to default the common rules wherever possible in order to achieve scale. But in fact, as we know, law is a jurisdictional issue. So how do we comply with those laws in some of those other businesses, whether that’s financial services or a legal business. That actually takes up more of the time and the mindshare of the global legal department overall on a day to day basis.

 

Randy Milch: How are you organized? Do you have many of your reports actually with the business overseas? Are you US-heavy on where your lawyers are?

 

Deirdre Stanley: We have a legal department of about 230 people; of that group, about 160 are lawyers. So we look at our senior lawyers. They are, for the most part, with the business, and I think about that, Randy, not as from a location standpoint, I mean from an intellectual engagement standpoint. We’re organized in four different operating divisions. So I have direct reports who are general counsel of each one of those divisions. They sit on the management teams of those divisions. And I can tell you in all cases, those are folks who have leadership teams who have people in various countries and in various offices. So we have to manage as an organization, even within our business units so we are able to work cross-border. And then, within those management teams, we have lawyers who are on the ground in a different region. I would say a majority of our lawyers are in the US and in London. But I actually did a plan presentation for our 2016 plan and I found that the more I show, about 30% of our lawyers are now in the emerging markets or in countries such as Australia or Japan where they are engaging with a global platform of lawyers. They’re implementing contracting policy, risk management policy, et cetera, that are created centrally. But they’re really doing it in a way that works with the laws, the customs, the culture of their individual jurisdictions.

 

Randy Milch: So let me ask you about a different aspect of your business. With your publishing and your legal business, as you call it, there’s an interesting potential interaction between running a general counsel’s office and being in a business that produces directly to the legal business various tools. Are you guys a guinea pig for the legal business? Have you found, in effect, new ways of doing things or had a big effect on the way products come out?

 

Deirdre Stanley: Well, I would say yes, yes and yes. First of all, I can never talk to a group of lawyers without putting on my business hat and just saying, Randy, thank you to all the lawyers who are listening for your business at Thomson Reuters, we don’t take it for granted and we appreciate it. And so from there, I would say that yes. We have a great relationship with the folks in product development, for example, in our legal business. We have one particular product that I love, and it was before we acquired this company; I was a customer of it. It’s called Serengeti. It’s a way we bill our outside counsel but it also gives me a lot of insight to how we’re spending our money and spending our time as a legal department overall. I remember when we were looking at that acquisition, I really weighed in very, very heavily after the value that I thought that type of product or business would have to general counsel going forward and it’s really been the case. It’s been a great growth business for us in the legal area. Similarly, we’ve had a couple of acquisitions in the last 3 years where, Randy, when you and I were in law school, as you know, this whole concept of the In-House Bar was somewhat nascent, I would say. And it’s really taken hold over the last 15 to 20 years. And as a result, historically, a lot of the products that lawyers use were really built for outside counsel. Now, with the really sophisticated In-House Counsel Bar, we’re building more and more products, suites of services, that really speaks specifically to the in-house lawyer and in-house legal operations. And so we are surely great guinea pigs, if you will, on that. There are a couple of people, in fact, in our department, who fancy themselves and I think do a pretty good job of being product developers and kind of throwing some ideas over to the product development team, which has been well received, so it’s great for great relationships.

 

Randy Milch: So Deirdre, let me take you back to something you said at the beginning of our conversation. When you were talking about yourself and you said that you weren’t quite sure what you were going to do with your life and you went to law school because there’s always something you can do with a legal degree. Do you still think that’s the case?

 

Deirdre Stanley: Well I do very much think that’s the case now. I think that there is a lot you can do with a legal degree. What I would also say, Randy, however, is that there’s a lot that you can do without a legal degree. And while I’m glad that I went to law school and I think that this has worked out well for me, I do think that there have been some shifts since I went to law school so that makes it such that people should just be very thoughtful as to why they’re getting a law degree. Primary in my mind, is the ride and the cost of a legal education coupled with the fact that in a post financial crisis world, we have a market that is somewhat oversaturated with lawyers. And so particularly, if you looked at the period of 2010-2011, probably up until 2012, would you agree? We saw a lot of lawyers who were coming out of law school with a lot of debt in some cases where it was really difficult to find opportunities that were going to allow them to enjoy a legal career that would have made going to law school worthwhile. Obviously, many people don’t go to law school; perhaps most people don’t go to law school only to make money. But having said that, the cost gets to a certain level where it’s either from a financial standpoint or intellectual engagement standpoint. You’re not finding opportunities to make it worth your while, it’s somewhat problematic. So I think it makes sense to be very thoughtful about what you want to do with your legal degree if you’re thinking about going into law today. But having said that, I think that there are many opportunities in business. There are opportunities in politics and government where the way of thinking that we learn in law school is really helpful in making a career for one’s self.

Randy Milch: Well, I think I’ll leave that as it is. I think, Deirdre, you’ve demonstrated quite clearly how wonderful it is to have a legal degree because you’ve had such a spectacular career. And I want to thank you for spending time with me today on In-House Legal, it’s been a really, hugely informative half hour.

 

Deirdre Stanley: Well, thank you so much, Randy.

 

Randy Milch: And I would like 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 also follow us on iTunes, RSS, Twitter, or Facebook. Thank you very much. That brings us to the end of our show. I’m Randy Milch, thank you for listening and please join us next time for another great episode of In-House Legal.

 

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