General Counsel In Training - Every Legal Department Has Them

Wednesday, August 1, 2007 - 01:00

Al Driver Editor

The Metropolitan Corporate

In this month's issue, we conclude our two part Special Report on General
Counsel As Persuasive Counselors with additional interviews of present and
former general counsel who played that role. Like our interviewees, all general
counsel should aspire to becoming the key players in assuring their
corporations' compliance with law and the principles of good corporate
governance. They can make this happen by becoming persuasive counselors with the
ability to identify the "right thing" to do and then to influence the CEO and
board to adopt that course, Their effectiveness will not only be awarded with
enhanced status and compensation but, most importantly, with the satisfaction
that comes from being the "corporate conscience."

We must credit Norm Veasey for accurately identifying in his interview on the
cover of our August issue the ingredients that go into making general counsel
effective as persuasive counselors. Our general counsel interviewees identified
the same factors as contributing to their success in that role. Access to, and
an ongoing and cordial relationship, with both the CEO and the board is
essential. It is also necessary that there be a free flow of information to the
general counsel about the concerns of the board and the CEO and that the general
counsel be aware of problems bubbling up at all levels of management -
guaranteed by having a critical mass of in-house counsel.

Most importantly, the general counsel must have the right personal
characteristics. She must bring to the table a friendly and outgoing personality
that is non-confrontational. She must have a broad-gauged interest in what is
over the horizon so that she can alert the CEO and, if necessary, the board to
matters that could become problems in the future. She must be steadfast in her
insistence that compliance violations be prevented and in her demands for the
necessary resources to do her job. Most importantly, she must be able to
convince both the CEO and the board that the "right course" she recommends is in
their mutual best interests both personally and with respect to their
responsibilities to the shareholders.

Where are we to find such talent? Basic training occurs in our own legal
departments. The best corporate counsel are those who are viewed as "career
savers." In my previous life as general counsel of a major retailer, I never
heard anyone complain that its corporate counsel were "spoilers" and to be
avoided. Management insisted that lawyers be present at planning meetings and
actively solicited their views. Clients knew that the lawyers would burn the
midnight oil looking for a legally compliant way to do a deal - a way that would
not jeopardize their clients' futures.

Corporate counsel at my former company (and I am sure the same is true at
yours) were accustomed to guiding their corporate clients to a safe landing as
soon as they perceived that the client might be flying into the dark clouds of a
compliance failure. Those who excel in saving their clients from personal
disaster are truly general counsel in training - and the persuasive counselors
of the future. We wish all corporate counsel, as they hone their skills as
persuasive counselors, a safe - and prosperous - landing as general