Tag: lawyer

General Counsel and Other Lawyers as Business Partners – Building Vision, Capacity, Judgment and Leadership

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. Enclosed is a list of articles to help you explore and master the expanded General Counsel relationship.

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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Image credit: Adobe Stock.

Melanie Glover on Stepping Out of Your Comfort Zone (Guest Post)

Every time I have pushed myself outside of my comfort zone, it has hurt. But I have not once regretted it.

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Stepping Out of Your Comfort Zone (Adobe Images)

I welcome my first guest blogger, Melanie Glover, a personal friend on the career path journey. Melanie is a young attorney and certified personal trainer who writes about professional development, health, nutrition and exercise at Balanza and Beyond.

Melanie Glover
Stepping Out of My Comfort Zone

Every time I have pushed myself outside of my comfort zone, it has hurt.  But I have not once regretted it. 

It was the beginning of my legal career, and I had to cover a hearing for my supervisor.  The hearing was supposed to be simple and straightforward.  It was not supposed to take long.  However, everything turned out how I least expected. 

The hearing that was supposed to last five minutes lasted five hours as I waited for other attorneys to take their turns with their clients before the Judge.  I came back a second and then a third time; I went back and forth with the Judge on the record; and I interacted with my client.  I was not prepared for that marathon day in Court when what I had been expecting was a five-minute hearing.  At the end of the day, I just wanted to hide:  despite my all-afternoon efforts, we would have to appeal.

I confess:  I felt like I had let my client and myself down. 

The hearing was supposed to last five minutes.
It lasted five hours.

Then, after several months, I took a step back and reflected.  I learned practical things, such as (1) always to take my Statute with me to Court, and (2) to always be prepared for a hearing to last all day. 

But I also learned a deeper lesson to apply to life in general both in my professional and personal lives.  I learned that undesirable situations might just bring a person to the edge of discomfort only to come out on the other side with a fresh perspective, a new relationship, or some other productive and creative energy or opportunity.

That day I felt less than my best self in front of my colleagues, the Judge, and my client.  But after further examining the experience, I realize that I also made a valuable friendship with another attorney who went through the same experience by my side.  And out of that friendship, I have been able to commiserate, receive advice, and even give advice.  In summary, I have learned that even what seem to be the most challenging situations at the time can still produce hope; you just have to look – and practice looking – for it.

When we reflect, we learn.  And when we fall, we do not have to stay defeated.  We can stand back up, and we can learn from the tumble.  Coming to a positive conclusion after enduring hard circumstances is not comfortable.  In fact, it can be a bit reckless; but it is unexpectedly worthwhile. 

When we fall, we do not have to stay defeated.
Search for that unexpected gift.

My overarching advice for young professionals is to search for that unexpected gift – a lesson, relationship, or new skill – in difficult circumstances.  Searching deep and wide for the good within the bad is definitely a practice that I have had to acquire intentionally.  But those trying situations have allowed me to practice seeking the underlying positive message despite the adversity. 

Guest post insert and image © 2016 Melanie Glover. All rights reserved. Originally published at Balanza and Beyond on July 22, 2016. 

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Melanie Glover is a young lawyer and certified personal trainer who blogs about creating a healthy, balanced lifestyle through tips on fitness, nutrition, and self care.  Her blog is a personal endeavor to help others become the best versions of their personal and professional selves and can be found at Balanza and Beyond. Melanie’s book on an American’s view into a Spanish kitchen, Fusión Cultural, is available on Amazon. 

Attorneys: Your LinkedIn Headline in 120 Characters or Less

You have 120 characters in your LinkedIn headline. (No, not 140. That’s Twitter.)

120 characters to sell yourself to the world. Yes, I said sell. LinkedIn is not where you find enlightenment. It is where you find clients, contacts or a job. If you are not already, you need to be crystal clear on the distinction, whether or not you like it.

Important Update in 2017: Following Microsoft’s acquisition and restructuring of LinkedIn, many of the features have changed. For example, only a portion of your headline and the first few words of your summary are visible in many cases until someone clicks to see more. This makes is critical to have the essential information that reflects your value proposition – or otherwise draws people in – right at the top. You can check this out for yourself by accessing your own profile through various devices.

So what should it say?

Should you opt for something short, try to get in as much as possible or meet somewhere in the middle? How “out there” should you be with your job search?

I hear these questions from clients every week, if not every day. One of the main goals as a résumé writer is to help my clients see how they appear to a third party, especially a potential recruiter, hiring manager/partner, interviewer or other job search facilitator. We are often so wrapped up in our own stories that we forget how we appear to the outside world.

Take a look at a range of possible headlines below, which could easily describe the same individual at various points in his/her career. Depending on how he/she wanted to be perceived, some of these headlines are clearly more effective than others.

Can you immediately tell which ones?

– Scroll down for commentary –

Capital Markets Attorney, Counsel | Derivatives | Global Funds | Dodd Frank & EMIR

ISDA/Derivatives Attorney

ISDA Attorney | Derivatives Counsel

ISDA Attorney | Derivatives Counsel | Hedge Funds

ISDA Attorney and Derivatives Counsel at [Name of Employer]

ISDA Attorney at *

ISDA Attorny [sic]

Contract Attorney

ISDA Attorney Seeking New Opportunity

Attorney Seeking a New Opportunity

Versatile & Business Savvy Senior Attorney with 20+ Years of Effectively Resolving Complex Issues and Managing Risk

Senior Business Savvy Attorney

Experienced lawyer seeking engaging legal employment

Attorney, actively seeking employment

VP, Legal

Vice President and Associate General Counsel

Associate General Counsel

Financial Transactions Attorney

Corporate Finance Professional and Attorney | Investment and Corporate Banking

Attorney | Advocate

Attorney

Financial Services and Trading Counsel

ISDA Counsel and Negotiator

Experienced Derivatives Attorney and Published Novelist

Attorney/Writer/Humorist

Clearing, Dodd-Frank & ISDA Attorney

Fixed Income and Derivatives Attorney, Contracts Negotiator

ISDA, Prime Brokerage, Securities Lending, Repurchase, and Futures Negotiator

Derivatives Attorney

ISDA/Futures/Derivatives Attorney

Financial Transactions Attorney

Senior Derivatives/Regulatory/Capital Markets Attorney

– Commentary –

Clearly there is much more to say than I can cover in a short blog post, but here are some general thoughts to guide you:

First, consider your audience. You’ll see that I highlighted some headlines above. Two of them are “hybrid” (the last two headlines highlighted in red above) in that they straddle multiple roles – legal and writing. This can be effective if you are actually selling yourself to both audiences, and you do not believe that presenting yourself as a hybrid will do damage to your brand. It should, in fact, support your brand, because it reflects how you present yourself in daily life. Again, LinkedIn is not about self-actualization or gratification, it is about presenting yourself to the world in a professional context.

Second, an incomplete headline (or one with errors) is probably the worst thing you can do. It reflects extremely poorly on you, because it implies that you will lack attention to detail in your daily work as well. The first two highlighted headlines above display this lack of care. In the first, the attorney did not realize that LinkedIn prompted an employer, so it simply ends with “at….” (The added asterisk is mine.) In the second, the word Attorney is spelled incorrectly! I would not trust you to draft a contract to purchase a popsicle stick, let alone a multi-million dollar transaction, if you can’t even spell your headline correctly. Yes, I have actually seen typos in headlines, although more often they are in the summary or elsewhere on LinkedIn.

Third, if you have a temporary job, you are not a “temporary person.” You do not need to sum up your current employment. Instead, your headline should indicate who you are, not your present role. To that end, I would avoid a headline like “Contract Attorney” at all costs.

Fourth, don’t sound desperate. I see many headlines that announce an individual is “seeking employment,” even in some cases for individual who appear to be currently employed. While I cannot say that there is no case in which this could be appropriate, in most fields, including law, you should eliminate this from your headline. There is an old adage that it is easier to find a job when you have a job. The same applies here. As a hiring manager, I would rather hire individuals who are self-confident in who they are and what value they add than those that appear they will take the next best “new opportunity” that presents itself. Among other reasons, I would not be convinced that, once hired, the person would stay.

Fifth, don’t try a subtle, back door approach that imitates #4 above. By that I mean a headline like the following:

Versatile & Business Savvy Senior Attorney with 20+ Years of Effectively Resolving Complex Issues and Managing Risk

If you read between the lines, this person also is clearly on the job market. There are so many things wrong with this headline that I don’t even know where to start. Here are two:

(1) It has a lot of words without saying much.

(2) Words like “20+ Years of…” scream résumé, so they announce your job search. In the case of this individual – this is a real LinkedIn headline – he also has clients who may be turned off by this presentation. You are always writing to your current situation as well as your target next role (if any). The headline also screams “keywords” although it is not clear that they are the right words.

(Note: You may also not want to highlight your implied age by stating 20+ years – a separate issue that I’ll cover in another post. In the résumé business, the unwritten rule is to go with 15+ years, although there are clearly exceptions.)

Sixth, always remember keywords. While you generally don’t want your current employer to know you are looking for a new role, you also want to have a headline that describes what you do and will cause you to be located when a recruiter or other individual conducts a keyword search, if possible (even if you have no intention of leaving – who knows what dream job awaits?).

This is another reason why “seeking employment” does not help much. If you have “employment” and “attorney” in your headline, you may come up in searches for “employment attorney” but not in searches for your substantive experience (e.g., derivatives, contracts, etc.). This can be cured somewhat with a robust summary or other sections of the LinkedIn profile, but the headline is a stronger place for this identifying information.

Seventh, a difficult situation arises when you are trying to sell yourself in many ways.  Sometimes you do not want to pigeonhole yourself as a particular type of attorney, especially if you are looking to transition or branch out. This is when you should consider whether to write a “tighter” or “looser” profile, i.e., one that identifies you more as an expert in a specific area or one that paints a broader brush.

One last note about adding the name of your employer to a headline: Often it takes up valuable “prime real estate” because it is not a keyword. However, if you work at a highly recognizable and well-regarded employer – from Goldman to Google – or an emerging company or organization known for innovation or another key quality that matches with your brand, it may well be worth including part or all of the name in your headline. 

In summary, it is your headline, so you should be comfortable with it. There is no one right answer. After considering the above, also consider what your gut tells you. Would you be comfortable presenting your headline across the various audiences that will see it? Will it raise your confidence level and appropriately broadcast your professional self to the world? I suggest you take a look at your headline again with all of these hard and soft factors in mind to find the one that is right for you.

Copyright 2016 Anne Marie Segal. All rights reserved.

 

Quick Trademark Tip: Basic Searches for a Trademark on TESS

From time to time, potential clients call me with the idea of registering a trademark, and I ask them if they have first looked on TESS (the Trademark Electronic Search System). Some have never even heard of TESS. This post is a brief introduction.

[Note: This post was written while I was a practicing attorney running a diverse solo law practice, and it is one of a small number of “legacy posts” that I have retained on the site. When published, this was one of my most popular posts. Since April 2015, I have been working as an executive coach and writer, and I am not currently available for legal engagements.]

TESS is the first stop for a trademark search, and to save yourself time and aggravation, you can check TESS before contacting a lawyer. This is also called a “knockout” search, since you can knock out names that would clearly present an issue if you tried to register your mark. If there is a clear conflict (i.e., likelihood of confusion) between your proposed mark and a registered mark, there is no reason to pursue the issue further. Back to the drawing board!

More specifically, TESS is the search engine to access the the U.S. Patent and Trademark Office (USPTO) database of registered and pending marks. You can start at www.uspto.gov, an easy entry point to remember, then click on >> trademarks. There you will find How-To Videos, FAQs and other information, as well as TESS and other links.

Once you have opened TESS, you have three search options. For new users, it is often helpful to use the basic word search. If you type in a word, you will pull up records that include that word. You will not, however, pull up other words that may sound the same but have a slightly different spelling. For example, you won’t find KOOL KIDS (two words) if searching for KOOLKIDS (one word). It’s a good idea to search for your mark in as many common variations as you can reasonably imagine.

In a simple TESS search, you also may not access all of the marks that could cause refusal of your registration on likelihood of confusion on other grounds. In other words, a TESS search is a first step to help you avoid some trees as you begin to predict whether a path can be cleared for your mark. After that, there are professional search firms that can help you along with a comprehensive search, which may be the next step in the process, in addition to trademark lawyers who can help you (if needed) interpret the results and (if advisable) continue to registration.

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. This is a public forum. Please do not post confidential or fact-specific information regarding your legal questions on this site.

Five Scary Legal Blowups You Can Avoid in Your Business

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It’s Halloween. Kids get scared by monsters and spooky Jack O’Lanterns. Adults may relive pent-up fears from the rest of the year or (hopefully) get a playful reprieve.

Here are five scary legal blowups you can avoid in your business by careful, timely planning. Start tomorrow, after resting up from the Tricks and Treats.

[Note: This post was written while I was a practicing attorney running a diverse solo law practice, and it is one of a small number of “legacy posts” that I have retained on the site. When published, this was one of my most popular posts. Since April 2015, I have been working as an executive coach and writer, and I am not currently available for legal engagements.]

1) You have an unstable or otherwise difficult business partner and do not have proper agreements. This seems like an obvious point, but unfortunately it is often overlooked. Document your rights and obligations with your business partners before disputes arise. If you visit Avvo.com or one of the other sites at which “real people” can post questions anonymously to attorneys, a topic you will see over and over again is how to dissolve a business relationship in which there are no legal agreements governing the relationship of the parties. A little investment upfront to work out what happens in a dispute will not only save you stress if there’s a meltdown or bombshell, or your business partner suddenly disappears or dies (which does happen), but it also will contribute to amicable relations in the good times.

2) You don’t know what your lease says. I am continuously surprised at how many friends and clients come to me with questions like – can I get out of my lease early without penalty? how do I do it? Your lease may be one of your biggest expenditures as a business. You should know what it says before you sign it, and you should write it down in a memo (or at least handwritten notes) that you file with the lease, so you remember later what it says. This goes for all big ticket contracts, in fact. Know not only how much they cost to stay in, but how much it would cost you to get out of them if needed.

5) Your address is wrong with the Secretary of State or contract counterparties  and you do not receive notice of fines or litigation. If you do not update your address, you will not be notified, and this is to your detriment. Fines and penalties can pile up, and if you do not receive notice of a litigation a default judgment can be entered against you without your knowledge or ability to defend yourself. Have an individual in your organization (and a backup) who is charged with reviewing key matters if your contact information changes temporarily or permanently.

4) You do not have a federal registration for your trademark or service mark, and someone applies for it first. If you have already invested considerable time in creating and advertising your business name and are operating in multiple states, or you have a serious intent to do so, it is worth the small investment to hire an attorney and, if he or she advises, file a federal trademark application. In the long run, it is more economical – and causes less headaches and heartaches – to either (1) have your registration completed first, without the need to try to cancel a competitor’s application on grounds that you are the prior, senior user, or (2) know before expending even further time and funds in a mark that registration may not be available. (See my prior post about choosing a mark and make sure that, if your attorney advises, you complete a trademark search as well.)

5) You have “independent contractors” on the books who are really employees. Businesses often hire individuals as independent contractors or consultants without considering the serious downside if they are reclassified as employees. Take a look at the Department of Labor’s press releases about employee misclassification for some of the enforcement activity in this area. There is no single standard to distinguish between employee or independent contractor (e.g., click here re: the FLSA or here for the NY DOL). What is clear is that simply calling someone a consultant does not mean he or she is not an employee. And the penalties can haunt you longer than any ghost on Halloween.

Law Office of Anne Marie Segal is located in Stamford, Connecticut, provides legal counsel to businesses and individuals in Connecticut and New York and advises select national and international clients. Please visit www.amscounsel.com for more information.

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. This is a public forum. Please do not post confidential or fact-specific information regarding your legal questions on this site.

A Tangled Web: State Charitable Solicitations Laws

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Non-profits that operate or intend to fundraise in multiple states need to familiarize themselves with the tangled web of state charitable solicitations laws. While none of these laws is particularly complicated on its own, sorting through the web is quite a task. Regulators in various states have brought enforcement actions against charities that are not in compliance with the laws, and in some cases the penalties can be steep.

In some cases an ounce of prevention is worth a pound of cure, as the old saying goes. Executive Directors and Boards should make judicious decisions about how and where to fundraise with full knowledge of these laws, so that they can eliminate (or at least mitigate) their risk of running afoul of them.

[Note: This post was written while I was a practicing attorney running a diverse solo law practice, and it is one of a small number of “legacy posts” that I have retained on the site. When published, this was one of my most popular posts. Since April 2015, I have been working as an executive coach and writer, and I am not currently available for legal engagements.]

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. 

Becoming a Corporation: How to Transition from “Me” to “the Company”

[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.

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