Author: Sterling Miller

20+ years of in-house legal experience as General Counsel, Corporate Secretary, and Chief Compliance officer of Sabre Corporation (NASDAQ: SABR) & Travelocity.com. Prior to going in-house, I was an associate at a large St. Louis-based law firm. I now serve on several advisory boards and board of directors, consult with corporations and law firms, and am Senior Counsel with Hilgers Graben PLLC.

Ten Things: Slaying the Email Jabberwocky

’Twas brillig, and the slithy toves

Did gyre and gimble in the wabe:

All mimsy were the borogoves,

 And the mome raths outgrabe. 

Jabberwocky” – Lewis Carroll

I am a fan of Monty Python’s Flying Circus.  So, instead of titling my article slaying the email “beast”- which would be the more conventional path – I am taking a slightly different road and reaching back to a movie from the 1970’s entitled “Jabberwocky” based on the poem by Lewis Carroll and featuring members of the Monty Python troupe.  If you have not seen the movie nor read the poem, do not fear.  No knowledge of either is required to understand this article (though you are missing out on some good laughs).  All you need to know is that the Jabberwocky monster is a terrifying beast that truly needs a serious butt-kicking.  Just like email.

My love/hate relationship with email goes way back.  Like many, once I had a taste of the email-crack, it became the main way I communicated at the office.  And like an invasive species, it quickly replaced written memos, letters, phone calls, and old fashion face-to-face chats.  I realize now this was all a big mistake as, over time, I found myself in a horror movie of my own making.  Like “The Blob,” email soon oozed into every part of my day along with many of my evenings and weekends.  Smart phones only increased its deadly, hypnotic power.  I knew I needed to get email under control and through a lot of trial and error I came across several great ideas and discovered a few of my own – all designed to take back the work day from email.  If you woke up today interested in getting out from under the tyranny of email, you’re in luck.  Grab a cup of coffee and settle in.  This edition of “Ten Things” shares some simple but highly effective ways you can control the amount of email you deal with on a daily basis:

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Ten Things: How to Make Your In-House Clients Love You (and the Legal Department)

One of the great benefits of being an in-house lawyer is that you do not have to spend time chasing clients and developing business.  All the work you will ever need is typically right in front of you – 24/7.  And you don’t have to worry about collections, your client always pays on time.  One the downsides of being an in-house lawyer is that you only have one client – the company – and you need to keep them happy – 24/7.  Actually, while the company is your official client, the reality is you have many in-house masters.  Practically every employee of the company may need to come to you and the Legal Department for assistance and it is your job to help them.  The more challenging task is keeping them happy.  Just like clients of outside law firms, in-house clients present many challenges beyond simply expecting you to do good legal work.  Having sat on both sides of the in-house/outside counsel table, I feel in-house clients can be more challenging to manage because they usually expect more from you than just legal advice, i.e., they want you to be “part of the business” as well.  And the meaning of being “part of the business” varies by individual.  Learning how to manage all of these expectations and demands is a key part of being a successful in-house lawyer.

I have had my share of in-house clients who thought I walked on water, as well as those who wanted to tie a boulder to my neck so I sunk into the water – all the way to the bottom.  Fortunately, I had more of the former than the latter.  But, it did not come out that way without some work on my part.  Over the 20+ years I spent in-house I learned a lot about managing clients and things to do (and not do) to keep them happy.  While a lot of this is fairly basic, even the basic stuff is not always readily apparent. With that in mind, this edition of “Ten Things” will discuss things you can do to get your in-house clients to love you and the Legal Department.

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Ten Things: What In-House Counsel Need to Know About Social Media Pitfalls

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:

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Ten Things: 10 Essential Legal Department Issues for 2017

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:

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Ten Things: Basic Finance for In-House Lawyers

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:

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Ten Things: Protecting Your Board of Directors

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:

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Ten Things: Getting Internal Investigations Right

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:

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Ten Things: The Essentials of a Successful Trans-Border Transaction

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),[1] along with some recent updates and links to resources.   Here are ten things you need to know for a successful trans-border transaction:

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Ten Things: Ten Things In-House Lawyers Should Read Every Day

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 CounselTo 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:

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Ten Things: Working from Home – Can it Really Work for In-House Counsel?

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.

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