1. Making an impact as a General Counsel / Wednesday 11 August 2010 Page 1 0f 4
Making an impact as a General Counsel
Discussion notes
About our roundtables
Settling into a new company can be anything from a smooth transition to an uphill struggle. We see it as a key part of our role to facilitate
As a General Counsel you’re expected to have the experience and knowledge to crack on with networking and sharing of best practice with
things, but you will undoubtedly have a wide range of questions that need answering: How other legal decision makers. Roundtables
like this are a reflection of our promise to our
should you make the most of your time in board meetings and represent your department? customers, to add value by really getting to
What is the best way to get to know an organisation? How do you identify and approach understand the issues you face.
inefficiencies in legal team operations and the wider business?
When and where
This exclusive roundtable took place at
Badenoch & Clark invited a number of legal leaders from industry to meet, share their views Badenoch & Clar’s London office on Wednesday
and concerns and to discuss the management issues they face. 11th August 2010.
Hosted by
Hosted by Colin Loth, Senior Manager, the session provided everyone with the opportunity Colin Loth, Senior Manager
to hear first-hand from Clive McKenzie, former Head of Legal & Company Secretary at Laing Jonathan Stokoe, Senior Consultant
Kieran Fitzpatrick, Consultant
O’Rourke, and David McElroy Legal Director EMEA at Orbitz, on what different methods can
help to onboard and integrate General Counsel into their new organisations, and potential
pitfalls to avoid through that process.
This exclusive and interactive roundtable also provided the group with the platform to share
their own challenges with industry peers and explore ways to resolve the issues affecting
General Counsels in settling into a new role.
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2. Making an impact as a General Counsel / Wednesday 11 August 2010 Page 2 0f 4
Presentation summaries
Clive McKenzie, former Head of Legal at Laing O’Rourke David McElroy, Legal Director EMEA, Orbitz Worldwide
As a new General Counsel it’s what you do and how you behave When you start a new role you should undertake an internal due
in your first six months that determines the impact you make diligence check. Whilst this can take time it does help you identify
and the impression that others in the business from of you. After any issues that you might need to focus on. You can do this while
this six month period it is much more challenging to change your you integrate yourself into the business and make connections
colleagues’ perceptions. with senior department heads to build relationships so that you
can think strategically and help the business commercially.
It’s normally taken as read that you, as a General Counsel, have
legal expertise and can manage a team. It’s the things that are Legal departments are all too often seen as a “cost centre”. It’s
not in the job description where you need to achieve – personal your job to check and control external counsel cost as well as
performance, demeanour, how you integrate yourself into the to market your department internally as a “revenue protector”.
business, strategic foresight and control of external counsel. Whilst you are there to control cost don’t be too quick to change
external counsel. They have a lot of knowledge of your business
You should meet with your management teams and others in senior so you can learn from both them and your auditors. If you do
roles to educate them on what the legal team does. Do this both decide to change external counsel, put your work out to bid with
in a business environment and socially to understand what their other firms.
business plans are: to find out about business successes, failures
and aspirations. This will enable you to identify where you can You are the face of the department so hiring decisions are crucial.
make a difference. It is essential that you make the right hires. Recruit people
for their judgement as the majority of applicants will have the
Once you have got your feet under your desk you could benchmark technical legal ability anyhow. To present a united front as a
your legal team by getting them to time record for a few months. department you also need to back up your staff. Successes will
Compare this with how much it would have cost to outsource always be team successes but the responsibility for failures will
the work to external counsel. If your department is adequately fall on your shoulders. If you take responsibility your team will
resourced you should find it’ll cost about twice as much as your become more loyal to you.
department costs. If outsourcing costs any more than this, and
this exercise has demonstrated that external counsel can cost up Ultimately as the department head you also need to lead. Take the
to seven times more, then you have a more compelling case to reins and drive projects forward. Don’t be a reactive lawyer that
increase the size of your team. hides behind emails.
Finally don’t take too much work on yourself and make sure you
maintain your professional integrity. If you’re asked to rush through
contracts where the consequences of getting it wrong could cost
you your job, just say “no”. You’ll be respected more if you do.
About the guest speakers:
Clive McKenzie, former Head of Legal at Laing O’Rourke David McElroy, Legal Director EMEA, Orbitz Worldwide
Clive has over 20 years’ experience of leading in-house legal functions David has 15 years’ experience in private practice and in-house, for both private
for a mixture of public and private companies, operating in the UK and and public companies. He worked as an associate for Dorsey & Whitney LLP
internationally. He has experience of leading the legal functions of four prior to making his first in-house move to MoneyGram International Inc where
different companies, across the property, retail, construction and he worked for seven years. As Vice President and Chief Legal Counsel, he
engineering industries. Having joined Laing O’Rourke as sole counsel established the international legal function based in London responsible for
in 1999 Clive has overseen a number of acquisitions and grown the legal more than 140 countries. David was then appointed Chief Legal and Compliance
team to a 9-strong team covering company operations in EMEA. Officer for Luup Limited and has recently been appointed Legal Director for
EMEA for Oribtz Worldwide. David has broad experience as a corporate and
commercial generalist and has managed multiple cross-border acquisitions
in various European markets.
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3. Making an impact as a General Counsel / Wednesday 11 August 2010 Page 3 0f 4
Discussion notes
Demonstrating legal department added value Integrating into a team
Delegates agreed that it could sometimes be quite challenging Upon arrival in a new role delegates felt it important to get out and
to get others in the business to understand the value that the about to explore the business so you can see how you can integrate
legal department brings to an organisation. Sometimes it can be yourself into the team. Find out what your predecessor did, how and
difficult to quantify the value of the work that the team does with why and then consider what you might change. However delegates
one delegate stating that not every hour spent at work is worth the did advise not to change things too quickly – rightly or wrongly
same – for example it might take less than a minute to add VAT into things will have operated as they have for a reason.
a document and save the company 17.5% of a large contract’s value.
Discussion centred on how a new general counsel might impact
It was agreed that sometimes the metrics conspire to work against on the team and how the new appointment is communicated to
each other - for example: do you focus on quick turnaround or on the department. It was agreed that there are a number of factors
relative importance to the business? If you spend less time on that can impact upon the integration process such as the lack of a
smaller quick issues then you’ll no doubt work on larger issues that, department head to lead the team, stronger team characters who
by their nature, take longer to deal with. may have unsuccessfully applied internally for the General Counsel
role and staff from different teams coming together as a result of
Several delegates thought it useful to back up suggestions to the mergers or restructuring.
board with external reports indicating how cost efficient internal
legal teams are – for example a recent PriceWaterhouseCoopers It was agreed that the integration process should include regular
study. one-to-one meetings for everyone during the first six months as well
as weekly team meetings. The group also suggested that the setting
Another suggested process to help quantify the cost savings up of project teams to work on different areas of the law can help to
the team provide would be to have your team record their time both integrate you as a department head into the team and also get
for 3 months during a period of the year that would give a good different people within the team working with each other. This can
representation of both quiet and busy periods. You could then work prove difficult if staff have previously had no manager and stronger
out how much it would cost to outsource the same work annually. members of the team have covered the role.
For a well resourced department external counsel should typically
cost at least double that of your department but in some instances
it can cost up to seven times more when outsourced. Should you
discover that external counsel costs significantly more than twice
Creating a unified department with a
that of your department you will have a compelling case to add multi-location or cross-border team
resources to your team. It is worth noting that this was quite a
contentious idea with several delegates feeling it set a dangerous Many organisations represented at the roundtable had an
precedent of having to justify your time and also risked demoralising international presence and delegates agreed that this adds a whole
the team who probably thought they had left time recording behind other set of challenges. It was felt that distance and different time
in private practice. zones make it very challenging to engage with a dispersed team
with one delegate pointing out that you don’t get the opportunity to
One of the main benefits of time recording is that you get your own have a daily “coffee machine chat”.
figures rather than those of a third party such as the PWC report.
It is also useful to be able to accurately inform your other business The group thought that one solution was to make sure your team
colleagues how long it takes to deal with issues – for example an gets together to meet regularly - establish a time in the week to
hour to draft up a letter of intent or to write a settlement agreement. meet or have a call with your team and allow for every meeting to
However, a few delegates did offer a few words of caution. Time be different. Delegates did also advise that, despite the fact that
recording should be taken in context with a pinch of salt as one it can be costly to have your team travel regularly to meetings, it is
delegate mentioned that in private practice it was found to be up important to maintain regular meetings otherwise the schedule and
to 30% inaccurate. It should also only be used to demonstrate the departmental structure can quickly breakdown.
value your department is able to add. If other departments find out
and decide you’re too expensive they may well use external counsel There is also the cultural consideration. Delegates advised that
behind your back which ultimately adds cost and can make it harder there are massive cultural implications, even between countries
to justify the value your department is able to add. where the same language is shared. One delegate shared their
experience of working for a US based company with the group,
cautioning that, as General Counsel, they frequently play the role of
interpreter. In addition to this you may have to translate politics on
organisational issues – how far can you challenge a decision that
has been made by the board?
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4. Making an impact as a General Counsel / Wednesday 11 August 2010 Page 4 0f 4
For locations like the Middle East and India delegates advised that development could be a better incentive – improvement in the
it is absolutely crucial to understand the do’s and don’ts of each quality of work or simply being a better lawyer. Delegates agreed it
country. It is paramount to be sensitive to cultural issues as there is important to demonstrate to your team that you’re putting in the
are often very different expectations of how you deliver personal effort to help them improve.
development.
The group did also offer a few words of caution on motivating
It was felt that the most important factor to employee engagement, staff – not everyone is motivated by progression or doing their
regardless of location, is to talk through the issue. Whilst wide role even better (assuming that they usually undertake it to a
variations in time zones may mean that email is more convenient, satisfactory level). Some people want to just do their job and do it
delegates stated that it is vital to make the effort to have a well from 9.00am to 5.00pm and delegates really value them as the
conversation, even if it is just over the phone. department would literally grind to a halt without them. Some of
the delegates advised that you need to “see the person” and refrain
from projecting what you want for them onto them.
Motivation
Techniques employed by delegates to motivate staff varied quite
considerably. One offers a day off in lieu when staff work more
Summary
than 36 hours in a week whilst another offers greater autonomy The process for General Counsel to fully integrate themselves into
and responsibility by allocating a business client or country their team and their organisation is clearly complex. There are a
responsibility to a junior member of staff. However a number of number of key issues that must be tackled – demonstrating to the
the attendees warned that staff being given extra responsibility board and other department heads how the legal department adds
should only be handed it if they want to. Sometimes staff can feel value to the business amongst them. In addition to this there are
pressured into agreeing to extra responsibility even though they the more day to day impacts on the output of your department that
don’t necessarily feel comfortable with it. must be tackled such as making sure your team is fully engaged.
This is made all the more challenging by physical distance and
Delegates suggested that HR could also help with motivating staff cultural considerations that need to be taken into account. Aside
especially where there budgets are limited. Another suggested no/ from budget there are also a number of considerations that need
low cost way to motivate your staff is by public recognition of work to be made when trying to motivate your team such as allowing the
well done and to work with other department heads to get them to flexibility to both motivate the ambitious and maintain the status
email their thanks personally. quo for those content to keep working hard in their current role. It
is these multiple responsibilities of the General Counsel role that
It can be challenging to motivate an in house legal team by a make it so appealing and, for those that aspire to lead the position,
promise of career progression. Typically there is only one General can be extremely fulfilling. Good luck with all the challenges
Counsel or Legal Director so promotions and positions of that lie ahead.
seniority are few and far between. It was suggested that career
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