Unless you’ve been living under a rock (and that may not be such a bad idea these days), you know that “social media” is everywhere. President Trump has certainly underscored this fact through his near daily use of Twitter. It seems like almost everyone has a personal Twitter, Snapchat, or Facebook account. In addition, most professionals have a LinkedIn account. They might also have an Instagram account and a blog or two as well. I personally am guilty as charged on all of these counts. Likewise, most companies have multiple social media accounts and they are used by the CEO, CFO, Marketing, Corporate Communications/Public Relations, HR, Investor Relations, and for crisis communications. Lastly, many companies are now using collaboration tools like “Slack” and “Huddle” to connect their employees (and their employees with their customers). These tools are, in many ways, simply private social media sites.
While there are many positives to social media, there are also a lot of negatives. Or at least the potential for negatives. As in-house counsel you need to be aware of the problem areas, especially as to your own use of social media. This edition of “Ten Things” discusses some of the basic things you need to think about when using social media or advising your business colleagues about the same. The answer isn’t to stop using social media, but to always be thinking about the implications of what you post. You need to amplify your self-awareness skills whenever you go online. And always keep in mind that while your social media account may be “personal” it reflects on you and will (good or bad) impact your relationship with the company. Here are some things to think about:
There are an amazing number of issues, trends, and headaches to keep track of as in-house counsel. So much, that it can be difficult to know what to focus on. When I was General Counsel I made time each year to step back and try to take a look at the big picture, i.e., given everything going on in the world, what should I and my department be spending time on right now? Certainly, I wanted to make sure things that were important to the goals of business where high on our list. But I also wanted to “benchmark” my team and make sure we were aware of what other legal departments were doing. I would gather information from many different sources and then come up with my own list of current essential “issues/best practices” that I thought we needed to focus on. Generally, my list contained items dealing with risk reduction, technology needs, management practices, key analytics, and ways to enhance the value of the department to the business.
Though I have not been GC for a little while, I keep my eyes and ears open to what’s going on in the world and how might it affect in-house lawyers. I thought I would highlight some of the important things I see out there right now — things that should be on every in-house lawyer’s “watch list.” This edition of “Ten Things” discusses the essential items I would be focused on right now if I were running a legal department in 2017:
I know I took an Accounting 101 class in college. But, I remember very little about it other than I somehow managed to pull a “B” in it and something about the “accounting equation.” When I got to law school, there was no math (unless you count student loans). Even when I began working at a law firm, there was some need for basic accounting and finance but certainly nothing I worried about on a day-to-day basis. Then I went in-house and things changed. Accounting and finance are the language of business and if you don’t speak the language then you’re just another tourist in ill-fitting shorts, t-shirt, and [insert sports team name] baseball cap. By “tourist” I mean that you’re not likely to stay very long if you don’t speak the language and the language of business is numbers. After a few meetings where “EBITDA” and “CAGR” flew over my head, I knew I needed to buckle down and start figuring out what all this number stuff was about. Over time, I got to the point where I could at least follow along at meetings when the Finance folks pulled out the spreadsheets.
Over the years I kept a notebook of key financial terms, formulas, resources, and other information I think are key to being a successful (and valuable) in-house attorney. None of this will make you an expert but, hopefully, I can give you some basics to focus on and help you navigate the most common issues. This edition of “Ten Things” focuses on ten things you need to know about basic finance:
At the end of every blog, I always ask my readers to please let me know if they have any topics they would like me to write about. While I don’t get a huge number of “requests,” I do get some – though I am still trying to figure out what to do with “My boss is an a$%#^le, what do I do?” I did, however, recently get a reader request that I thought would be a good topic to cover this week. If you work for a company of any material size, there is likely a Board of Directors. For smaller, family-run companies, this usually means a Board comprised of several family members with very little risk of problems from outsiders. But, as the company gets bigger, and especially if the company is publicly traded, the risk of problems grows quickly. As in-house counsel one of your main tasks is to protect the Board of Directors from going down the wrong path or setting themselves up for potential exposure from lawsuits or regulatory sanctions. This edition of “Ten Things” discusses some of the basic things you should be doing to help protect the Board, regardless of whether the company is public or private:
There are a number of unpleasant tasks that in-house counsel must perform on occasion. Probably near the top of the list is participating in/leading an internal investigation. The reason it’s such a crummy deal it because it means that the company’s own employees or management have potentially engaged in some type of wrong doing. That wrong doing can range from breaking the company’s business ethics policy to engaging in some type of criminal behavior. Whatever the case may be, it’s going to take time that could otherwise be spent on more productive matters and it may mean the end of someone’s employment with the company – or worse, someone you know may get to wear an orange jumpsuit when it’s all over.
While unpleasant, when the circumstances arise, in-house lawyers owe a duty to their client – the company – to ensure that any internal investigation is performed properly and done in a manner that is defensible and as bullet-proof from attack as possible. That is not an easy task. There are many ways an internal investigation can go sideways. A poorly conducted investigation can lead to more problems and cause more damage than the behavior under investigation in the first place. This is why it’s so important for in-house counsel to “get it right” from the get go. I was part of a number of such investigations in my career and hindsight gives me the ability to look back and realize there were, of course, many things we could have done differently. Those “lesson’s learned” form the basis for this edition of “Ten Things” where we take on the fundamentals of a proper internal investigation:
One of the most exciting events for an in-house lawyer is when their company becomes involved in a merger/acquisition, joint venture, or other strategic transaction. It becomes even more challenging when the transaction is international in nature. And it really becomes fun when it involves multiple companies in multiple countries. While such transactions are rare for most companies, many in-house counsel will need to deal with a trans-border transaction at some point in their careers, either as a prime member of the deal team or as a subject matter expect who participates in a specific part of the deal. Regardless, there are a number of things you need to be aware of in order to help facilitate a smooth landing of the deal. A while back, I participated on a panel at Baker McKenzie’s annual “Doing Business Globally” event in Dallas, Texas. My panel discussed winning strategies in cross-border deals. Joining me were Michael E. Santa Maria, a partner in the Dallas office of Baker McKenzie, and Matt Haltom, the General Counsel for Sally Beauty Supply. This edition of “Ten Things” will borrow from the presentation we gave at that event (and thank you to the good folks at Baker McKenzie for permission to do so), along with some recent updates and links to resources. Here are ten things you need to know for a successful trans-border transaction:
There is a great episode of the old TV series The Twilight Zone where Burgess Meredith (The Penguin on TV’s Batman/”Mick” in the Rocky films) finds out he is the last man on earth, having survived a nuclear bomb explosion while reading in the vault of the bank where he works. Not only is he the last man on earth, he ends up near the local library and realizes that the books are all intact and that he now has all the time in the world to devote to the thing he loves most – reading. Unfortunately, as he is bending to pick up a book his glasses slip off and shatter leaving him virtually blind and, in typical Twilight Zone fashion, unable to read. Yikes! Well, it’s no secret that I love to read. More so even then binge-watching on Netflix (and that’s saying something). So, this episode of The Twilight Zone has haunted me for years and years – so much that I always keep an extra pair of glasses around “just in case.”
I used to tell my team, if you send me something, I will read it – no matter what. This usually meant my in-box was full of emails, articles, pdf’s, and pretty much “you-name-it” in terms of things people wanted to share with me to read. I loved it, though sometimes it did get to be a bit much and there was no way I could get through the pile in one day. I have also written in this blog about the importance of in-house counsel of being well-read (especially for those seeking to move up the chain). For example, see my posts on The Habits of Highly Effective In-House Counsel and Becoming General Counsel. To put it bluntly, it you don’t enjoy reading and you are a lawyer, you probably made the wrong career move. While reading is great, the sheer volume of choices of “what to read” can be overwhelming, both in terms of work life and personal life. There is just “too much” information out there to read everything you want to read. So, it’s important to cut things down, especially when it comes to reading things for the job. As General Counsel, I once shared with my team the things that I read every day, things that I felt made me a better in-house lawyer and a better employee of the company. In this edition of “Ten Things” I want to share that list and what I think are ten things all in-house counsel should read every day:
More and more employers are affording their employees the ability to work from home or “remotely” as it is sometimes called. Studies show pretty convincingly that not only does the flexibility to work from home increase employee productivity and morale, it also heightens the company’s ability to attract and retain key talent. It can also save the company money in terms of reduced office space needs and other costs such as parking, utilities, etc. While working from home is growing, it is not growing as quickly at in-house legal departments. A lot of that has to do with one primary concern: “If I cannot see them, how do I know they are really working?” There are other issues, such as meetings, client interaction, department interaction, and so forth but the number one reason for not making work-from-home (“WFH”) an option for in-house lawyers boils down to trust.
As a former General Counsel I will be first to raise my hand and say that I was very reluctant when we first started allowing our in-house lawyers to work from home up to two days a week. It just felt “off” to me but I made a decision to put my reservations aside and focus on coming up with a plan that would either work out to the benefit of both the company and the employee, or would prove that WFH wasn’t really for us. I can report that it absolutely worked out fine for us both in terms of enhanced productivity and in terms of having a materially different “benefit” that made working in our legal department even more attractive, especially with respect to keeping existing talent and attracting new talent. That’s not to say that it was without bumps, we had them. And for some folks we needed to alter or revoke the privilege as it just didn’t work out in those cases. This edition of Ten Things tackles the question of whether work from home can work for your legal department and the things you need to do to ensure that any WFH policy works for everyone. While I am focusing on WFH, these same rules apply generally for managers and employees working a remote offices, i.e., offices away from headquarters.
I want to discuss a topic of growing importance to in-house legal departments around the globe: succession planning. It’s no secret that the population is getting older and the “Baby Boom” generation is starting to retire. While a number of companies are working hard to put formal succession plans into place, there are many that are behind the curve. Moreover, most company plans tend to focus on succession of the CEO or CFO. Other key C-Suite positions are not receiving the same level of attention, or any attention at all. In particular, the succession of the General Counsel is often relegated to “also-ran” status. And within the legal department itself, there is usually little to no formal planning going on around succession management for senior or other key roles. This lack of planning can lead to big problems down the road.
I have been working with Thomson Reuters on a free three-part webinar series that focuses on succession planning for in-house legal departments. We are hosting the second webinar on Wednesday January 25, 2017 at noon Central time. You can register for free by clicking here. You can watch the recorded Part I and read the three detailed articles I wrote by clicking here.
This failure to plan arises from two things: 1) succession planning is a low priority for the legal department given everything else going on; and 2) it’s hard to get started and it can seem overwhelming – meaning an early onset of “planning paralysis.” Neither of these is a valid reason to fail to properly plan for succession within the Department. The good news is that it’s never too late to get started and you can participate in the process regardless of your position in the Department. Succession planning can be broken down into three parts: 1) evaluation of succession needs; 2) development of succession talent; and 3) putting a succession plan into place. There a lot to cover, so grab a cup of coffee and get comfortable as this edition of “Ten Things” will take you through the steps needed to create a succession management plan:
As you have probably noticed, there are more blogs than there are lawyers… okay, that’s a bit of an exaggeration but I think you get the point. There are, however, a lot of legal blogs out there. Many are just marketing pitches for law firms and are not very good or helpful. But, a healthy number transcend the boring, lazy, overly-dense, and “lawyer-speak” of the many. These blogs are particularly useful to in-house lawyers, especially as a starting place for legal research (and this may not be the first place that comes to mind when you are thinking about doing some research). Still, finding the “good ones” can be a challenge.
A year ago I posted my list of the Ten Best Legal Blogs of 2015, setting out a number of blogs that I read regularly and highly recommend. This year, I thought I would do something little bit different. While you should certainly check out all of the blogs on last year’s list (e.g., Presnell on Privileges is still awesome), I did not want to create a 2016 list that repeated a many of blogs from last year’s offering. Instead, I thought I’d point out some additional blogs that may also worth your time – depending on what you’re interested in.
This (very short) edition of “Ten Things” will list some more of my favorite legal blogs and the topics they cover. These are all worth you clicking on and checking out over the holiday break or the next several weeks. If you find one or two you like, be sure to subscribe to them so you get the newest editions when they come out. Here are my blog suggestions in no particular order of importance: