Tag: board of directors

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Eight Core Qualities of General Counsel and How to Achieve Them is my most-read article on this blog, receiving many hits per day and more than 2,500 views since it was published in the late summer of 2016. (Click here to access the article.)

As a coach, I often receive requests from General Counsel, Assistant General Counsel and other in-house attorneys – as well as law firm partners and others who wish to obtain those roles – to coach them on building their capacity and visibility as a business partner within an organization.  Both of these aspects are important – exercising the right proactivity, judgment and skills and being recognized and rewarded by the Board and senior management for such contributions. This involves not only building relationships and moving outside of what is commonly called one’s comfort zone – a lawyer with excellent substantive legal skills – but also learning how to position oneself as a strategic member of the leadership team.

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To succeed as General Counsel, you need not only to build relationships and move outside of what may be your comfort zone – a lawyer with excellent substantive legal skills – but also position yourself as a strategic member of the leadership team.

I intend further explore the expanded General Counsel role in the coming months, so please subscribe to my blog or sign up for my mailing list if this is a topic that moves you. In the meantime, I have started to compile a list of articles around the web from recent years that have addressed the evolving General Counsel role, which I am posting below to help you explore and master the expanded General Counsel relationship.

If you hold a CEO, CIO, CFO, COO, CTO, General Counsel, law firm or other role and would like to post another resource in the comments or join the conversation, I appreciate your input.

I may update this list from time to time. Thanks in advance!

Attorneys – General Counsel and In-House
Vision, Judgment, Capacity Building and Leadership

“Eight Core Qualities of Successful General Counsel and How to Achieve Them,” Segal Coaching Blog, Anne Marie Segal.

“So You Want to Be General Counsel? How to Maximize Your Chances,” ACC Docket, David M. Love III, Mark Roellig.

“Do Lawyers Make Better CEO’s than MBAs?,” Harvard Business Review, by M. Todd Henderson. 

“The General Counsel as Senior Leader: More than “Just a Lawyer,” Korn Ferry Institute, John Amer.

“What GCs and CCOs Can Learn from Each Other,” Thomson Reuters, Thomas Kim.

“An Open Letter to GCs and Law Firms,” ACC Docket, Daniel Desjardins.

“General Counsel: Guardian and Conscience of the Company,” Forbes, Mark A. Cohen.

“The Rise of the General Counsel,” Harvard Business Review, Ben W. Heineman, Jr.

“General Counsel’s New Role: Business Strategist,” Forbes, Brian Jones.

Anne Marie Segal is an executive coach, writer, resume strategist and former practicing attorney (including as a law firm partner and Deputy General Counsel of a private equity and hedge fund). The majority of her clients are senior attorneys, and she has coached hundreds of professionals across law, finance, engineering, technology, marketing, non-profits, government and other fields.

Anne Marie is also author of Master the Interview and the newly published Know Yourself, Grow Your Career: The Personal Value Proposition Workbook, available at Amazon, Barnes & Noble and other retailers. 

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Becoming a General Counsel (GC) or Chief Legal Officer (CLO), or making a move to a more senior GC or CLO role at a more prominent company, is not simply a matter of rising through the ranks or toiling away for years at a law firm and then deciding one day that you would like to throw in your hat for the position. Years ago, longevity in the legal field, motivation to fill the role and a projection of confidence may have been sufficient to mint a new GC or CLO, but the world has changed and the role of General Counsel has evolved along with it.

In today’s complex and competitive marketplace, successful General Counsels and Chief Legal Officers need to excel across a range of key, identifiable areas (spelled out below) and demonstrate their ability to be a key asset to their companies, helping make or break their long-term success. Often,  GCs and CLOs also run a legal staff and provide leadership and management of other attorneys, compliance professionals and/or administrative personnel. In addition, they may be members of an executive team and collaborate with cross-functional groups to give input on diverse areas such as product development and marketing.

Successful GCs need to excel and execute across a range of key, identifiable areas.

If you are currently in a GC role and want to raise your game (or emphasize your value proposition in an upcoming interview), or if you are looking to become a GC or CLO from a law firm or in-house counsel spot, here are eight core qualities you must cultivate to be successful in this key role.

Know the business inside and out.

1.  Understand the big picture of the business and industry. This point is emphasized so often that the words “big picture” begin to sound cliché, but it is nonetheless #1 on the list of attributes for a successful General Counsel.

The most effective GCs focus on the business first and understand that the legal aspects of any deal, regulatory requirement or dispute must be viewed from the lens of the business goals. (In the case of a non-profit organization, the “business” is the “mission,” and the same principals apply.) This point is especially relevant for attorneys who are aiming to switch from a law firm setting directly to a General Counsel role, as they may not have been as close to the day-to-day needs of the business while working on high-level matters such as acquisitions, litigation or other big ticket items.

To facilitate your top-down understanding, you should ask yourself questions such as:

Corporate Matters:  How does the current acquisition, joint venture, contract or other transaction create value for our company? What risks or implications does it hold, what failures are possible (and how likely are they to happen) and how does it fare in the overall cost-benefit analysis? How will we integrate what is new into what we already have, and who needs to be on board? What should we be thinking about that hasn’t yet been raised?

Compliance: What is the impact and true cost of compliance with current and proposed regulations, and how can we effectively meet our obligations or, if appropriate, obviate the need to comply?

Disputes and Litigation: What is the best approach to meet our short and long-term objectives in the case of a dispute? What unintended consequences can result from our range of possible litigation strategies and how could they affect our business? Is there a better way to get to the right answer?

Marketplace: Are there disruptions in our industry that present opportunities or threats, legal or otherwise? How should we address them and/or get ahead of the game?

Generally: How else can or should we be pro-active in any areas that could have an impact on our business or legal strategy and what economic, political, technological, industry and cultural developments should we monitor? How often? Whom shall I engage (in meetings, conversations and otherwise) in order to stay informed and make the best decisions on that front? 

And personally, you should ask yourself:

How does my role as an executive and attorney fit into the big picture? What do I bring to the table, and how can I bring more?

A key part of understanding the big picture is having a strong handle on financial matters. Understand and take ownership of P&L (even if at first it is only for a single project, or you have “derivative” or shared ownership), speak about your accomplishments in terms of the value you add (money in or costs and risks avoided) and know how to maximize the return on your company’s investment in you and your team.

2.  Demonstrate good judgment. Gain a reputation for making the right calls and connecting the dots with limited information to help your team make it to the finish line on deadline and without any snags. (Note: The best way to cultivate good judgment is by rolling up your sleeves and practicing decision-making under pressure – which may mean stepping out of your comfort zone – to gain exposure, confidence and feedback. It can only learned by doing.)

Good judgment is sometimes called a “sixth sense” or an “ability to see around corners” from business and legal perspectives. Whatever you call it, you cannot be an effective GC without it.

Talk like a business person. Not a lawyer.

3.  Don’t talk like a lawyer. Talk like a business person. Sometimes this is called “talking in English rather than legalese,” but it goes beyond that. The best GCs can prioritize and communicate the key business points and know how to signal and address potential legal issues without dragging business leaders into the fray or wasting their time on concerns that the lawyers need to work out among themselves. They also know how to gently reign in business folks who get ahead of themselves by ignoring those legal risks with which they actually should concern themselves, including business risks that are masquerading as legal risks.

One of the best ways to learn how to talk like a business person (or, more specifically, unlearn how to talk like a lawyer) is to spend time with them, hear them converse, get into their heads and internalize their concerns. In other words, the road to GC is not paved by putting your head down and doing your work. Like good judgment, you can only learn to communicate better by doing.

The road to GC is not paved by putting your head down and doing your work.

4.  Be humble. At the end of the day, the legal function is a support function. Yes, lawyers help steer the boat, but a successful GC understands that sometimes business leaders make decisions that do not follow the best advice of counsel, taking on what a “reasoned head” might decide is too much unnecessary risk. Your potential recourse in this situation, if you disagree with your business counterparts on whether your legal advice is required or simply “advisable,” is fourfold:

(a) you could move over to the business side and do a better job yourself,

(b) you could leave (if you feel consistently disrespected or are concerned about ethics or the longevity of the company or your role);

(c) you could find ways to strengthen your own and/or your team’s standing within the organization so that your advice is taken more seriously (if not always followed); or

(d) you could hold your ground (withholding legal approval) and/or escalate your concerns.

Save the fights for when they really matter, not for when they help you feel vindicated, save face or appear to know best. Having a reputation for “resistance” to business needs is not a good long-term strategy at any company, as it undermines your authority. If you feel that you are too often at loggerheads with your business folks, the best strategy may be to move on to a company that you believe has better business practices or is a better match for your own risk-tolerance levels. (Conversely, if you are at a company that loses out on opportunities because it never takes sufficient risk, in your opinion, you may also be well served by seeking a stronger fit.)

5.  Take leadership roles. Don’t wait for opportunities to present themselves; you need to create them. This means getting in front of the Board of Directors, President or CEO whenever appropriate and possible, making presentations to industry or key clients, spearheading/overseeing important projects and making yourself known as a person of vision and action within the company and outside of it. The best way to get tapped for a GC role, or increase your impact if you are already in one, is to be (and create the reputation of being) someone who effectively leads, mentors, sponsors, motivates, teaches and influences others. In short, make leadership a centerpiece in your professional mission and personal brand.

Make leadership central to your professional mission and personal brand.

6.  Cultivate your political capital. Form relationships and maintain consistent lines of communication with key people inside your company, across your industry and beyond. The greater your political capital, the more you can leverage your current role and be considered for positions with increasing responsibility. If you are a law firm partner or counsel hoping to transition in-house, increase your network of in-house players and business leaders, so that you understand their perspectives and have them in your corner when the need arises. In addition, if you have raised your political capital in the marketplace, you will present as a stronger candidate if and when the opportunity for a lateral move or promotion becomes available.

7. Learn to manage others and delegate work. There may be many GCs and CLOs who have taken on the role without knowing how to manage a group of talented professionals and assign the right tasks to the right players, but to build a successful career as a General Counsel, you will need to guard your own time while managing the performance and workload of your team (which may include outside counsel). 

8.  Have a solid and broad range of substantive legal skills. Increasing and broadening your substantive legal knowledge is only one piece of the GC equation. I address it last because while having a well-developed legal “head” and intuition is a baseline, legal knowledge alone is not sufficient to be an effective General Counsel.

The problem with many legal roles is that an attorney becomes siloed (or niched) into a particular area of practice, whether it is litigation, contracts or otherwise. To be effective, GCs need to address directly or oversee all legal needs of their company or organization. This means they may need expertise or at least a passing knowledge (to “know what they don’t know and should find out,” as the phrase goes) in commercial matters, corporate governance, employment, litigation, real estate, tax, executive compensation, compliance and risk management, in varying orders and degree.

If your goal is to raise to the level of General Counsel or (if currently a GC) become a bigger fish or swim in a bigger pond, you should conduct what I sometimes call a “gap analysis” to determine what is missing in the mix, then work on how you can deepen and round out your skills. Not only will this make you a stronger GC candidate, it will make you a better lawyer and add to your ability to provide judgment in a crisis and day-to-day.

Find and close any gaps in your substantive legal skills. 

Clearly the role of a General Counsel is dynamic and requires a broad range of talents and skills that cannot all be captured in a short summary. Instead, treat these seven points as a roadmap, and feel free to leave me a note in the comments section with your own insights. For further reading, I also suggest “So You Want to Be a General Counsel? How to Maximize Your Chances,” published in the ACC Docket and also available here.

 
Anne Marie Segal is a career and leadership coach, writer and resume writer for attorneys, executives and entrepreneurs. In her practice serving lawyers, she coaches General Counsels, law firm partners, counsel and associates, as well as government, academic and non-profit attorneys. 

© 2016 Anne Marie Segal. All rights reserved.
Image: Adobe Stock.
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woman boardroom

The board of directors of a company addresses high-level business objectives, with voting authority and fiduciary obligations. A board of advisors is more informal, providing non-binding strategic advice that can benefit a start-up or smaller company by giving it third-party insights, encouragement, market knowledge, accountability, connections and other resources. Savvy individuals have come to realize that, especially in the new economy, we are each our own business to a greater or lesser degree, whether or not we officially operate as one. Does that mean we each need our own board of advisors?

Many successful professionals intuitively create a loose association of advisors without formalizing the relationships. They have mentors and occasional professional advisors that function in an ad hoc way to support short-term projects or “put out fires” in their business lives. This approach is a great first step, and formalizing this core group frames your trajectory in a foundational way and keeps you on the path to success.

Clearly, you do not need to hold meetings in a fancy boardroom with leather chairs or even get all of your advisors in a room together. While it may help focus the conversation, it can also prove a distraction if it is not a place or assembled group that feels comfortable enough to relax and creatively brainstorm and troubleshoot according to your needs. In fact, your respective advisors do not even need to know each other, since you are not a company for whom they are collectively setting policy but rather an individual seeking guidance, support, grounding and the oh-so-important reality checks. I do suggest, however, that you take more than an occasional, eccentric approach to incorporating one or more boards of advisors into your significant life and professional decisions. Have the infrastructure already in place for the moment of truth when you really, truly need it, so you can call on your advisors without triangulating their whereabouts or struggling to identify whom these angels should be.

I use the word “framing” above very deliberately. With my coaching clients, I often discuss reframing an experience to take ownership in a new way. For example, sales becomes less scary (and ceases to feel inauthentic) if you believe passionately in the service you are providing. A board of advisors becomes less of a foreign concept as an individual if you believe passionately in your own success and wish to give others the opportunity to share in that experience, with a willingness to offer your own help in advance or give back in return. Your passion fuels their willingness to be involved.

In my own life, I have found greater success in those periods that I had a “board”, whether it was a formal group of colleagues meeting on a regular basis or roster of individual mentors and professional advisors that I turned to regularly. Much earlier in my career, I was nervous or fearful that I was taking too much time from people who already had busy careers. At the same time, I failed to invest in myself, financially or otherwise, to get the professional insights that would have made a decisive impact on my advancement.

Why? I thought putting my head down and cranking out whatever was asked of me in the moment showed my “worth” more than cultivating relationships. My accomplishments would speak for themselves, I thought, not realizing the entire world that I was shutting out while I repeatedly closed my door to do some “real work”. I also failed to understand the value I would create by involving others in my experiences and sharing my insight for theirs in return. Value for all, not only for me.

Electing the right mix to your board of advisors and tapping into them is not  an exercise in taking – which is a dead end – but rather in creating value through meaningful personal interactions. In short, you are tapping into the electrifying power of collaboration in a formal way. By electing these mentors, colleagues and advisors to your “team”, you are fostering buy-in for your success. If you are respectful and show gratitude for their investment in your future, your newly-formed board can provide a critical backbone and sounding board to help you frame, keep sight of and reach your goals.

In a future post, I will discuss how you can assemble the right board for you.

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[Note: This post was written while I was a practicing attorney running a solo law practice. Since April 2015, I have been working with attorney, executive and entrepreneur clients as a career coach and writer, and I am not currently available for legal engagements.]

A client of mine recently received her filing receipt evidencing incorporation in the State of New York. Her astute next question was “now what?” She had been carrying on business in her own name and wanted to know how to begin conducting her activities as a corporation.

She was asking, in other words, “how do I transition from me to the Company?”

This is a great question. I am sure that, by knowing to ask it, this client is off to a great start. One of the most important features of a corporation is that is generally offers limited liability, so corporate protocol must be followed to make sure the corporate structure is respected. This is often called “i’s” dotted and “t’s” crossed. In practice it means, among other things, that:

– company and individual activities are kept separate (especially in cases where money is involved),

– the company’s board of directors (“Board”) and officers do what is expected of them (and each individual role is respected), and

– the company follows the direction of the Board and Chief Executive Officer or, as this title may be designated at a nonprofit entity, Executive Director.

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Here are some of the important, initial steps you will need to take. There may be others in your home state and for your particular entity and activities, but these are generally universal:

1) If you were the sole incorporator and have not yet elected a Board or have until now filled all roles, you will need to elect your Board. It is generally preferable to have at least five Board members, although you can start with a smaller Board and expand if you only have a small core group of dedicated directors at the beginning. Choosing your Board is one of the most important decisions of a young organization. You should give careful consideration to who will best advance the organizations’s goals and take their roles and duties seriously.

Electing the Board – or expanding the Board – is done at an organizational Board meeting and recorded in the minutes of the meeting. Alternatively, Board members can be elected by unanimous written consent of the Board.

2) The Board, in its organizational meeting or via written consent, will also elect officers of the corporation. Core officer roles are generally President, Secretary and Treasurer. A Vice President is also commonly elected to serve as an alternate to the President. In some states, these roles can all be filled by one individual, although generally that is not recommended to avoid potential conflicts of interest and provide for good corporate governance.

3) If you have already undertaken activities in your individual name or as an incorporator – such as incorporate or make some initial payments to third parties – it may be that the Board needs to review and ratify your prior actions. For example, the Board would ratify and approve the incorporator(s)’ act of forming the corporation.

If your prior activity has been substantial, it is possible that that only certain activities should be ratified, and this may depend on the nature of the activity and ongoing relationships. At the same time, if there are contracts in your individual name that should now belong to the company, these may need to be assigned to the corporation or terminated. It can get complicated if there has been substantial activity or in certain circumstances, so if you have any doubt, speak with a business attorney about how to sort this out.

4) The Board should also authorize other important actions to be undertaken by officers of the corporation, such as applying for an Employer Identification Number (EIN) and opening a bank account. (Note that the IRS now allows a company to apply for its EIN online. Click here.)

5) The newly-formed corporation should also draft and adopt bylaws, which the Secretary of the corporation will insert into the minute book along with the Certificate of Incorporation, all board resolutions and other important corporate documents. I suggest to my clients that they keep an electronic copy of all documents as well as paper copies, even if the laws of their home state allow for only electronic versions. In the digital database, care should be taken to name files in an identifiable manner and to keep the documents secure. The contents of the bylaws should reflect what the corporation will actually do – not simply be copied from a form – and it is a best practice to have a copy at Board meetings to which the directors can refer if needed.

6) State and local tax law matters and registrations need to be addressed.

7) The corporation should put basic policies in place, such as a conflict of interest, whistleblower and document-destruction policies. Over time as the company grows, these policies may be worked into an employee handbook.

8) The corporation should hire an accountant or bookkeeper – or designate someone with expertise from within its ranks – to keep track of revenues and expenses as well as tax and other deadlines.

The above steps provide an overview of certain important first steps for a new corporation. Depending on the nature of the organization, there may be other important steps to consider, but as a minimum these steps should be followed. As discussed above, these are not simply “formalities” but rather will allow for effective governance of a corporation and go a long way toward preserving limited liability for its directors and officers.

None of the information posted on this site constitutes legal advice or forms an attorney-client relationship, and there may be facts not discussed here that are relevant to your situation.