In-House Counsel

So You Wanna Be a General Counsel?

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The last day of the InsideCounsel SuperConference started with a Supreme Court star, hot cars, drugs and, um, insurance. On Wednesday morning, superstar litigator Ted Olson interviewed three of the nation’s premier general counsel: David G. Leitch of Ford Motor Company, Deborah Platt Majoras of Procter & Gamble, and Michele Coleman Mayes of Allstate Insurance.

(The session also functioned as a kind of George W. Bush administration mini-reunion, given Olson’s service as Solicitor General, Majoras being the former chairman of the Federal Trade Commission, and Leitch’s experience as White House deputy counsel.)

Olson asked the right questions, and these three gave candid answers. A partner at Gibson Dunn, Olson asked a question near and dear to many of our readers’ hearts: “What do you look for from outside counsel?” Olson asked them to talk about other factors than the oft-discussed “low rates and alternative fees.”

  • Good communication. “Tell us how we can help solve a problem and not exacerbate it. Tell us like it is. Too often, I feel like firms are managing me like a client. Firms never tell us, ‘I’m not as good at this – someone else might be better,’” said Mayes.
  • A point of view. “Give me the advice. Firms think they do this. But actually, firms want to explain the law, give some legal thoughts, and then let you decide. I want you to understand our business enough, that when you give me legal advice, and we discuss it – it’s not usually yes or no, if it were that simple, we’d do it ourselves – but I want you to have a point of view. Too often, outside lawyers don’t have that,” said Majoras.
  • Candor. “Just be candid about what we’re doing, what your limitations are, what your advice is,” said Leitch.
  • Appreciation for how their business operates. (Though this actually got into the forbidden topic of $$$.) Leitch knows he has a target on his back as a GC with a big litigation budget, but he’s cut his legal staff by 40% and is watching life-long Ford workers get laid off. “When I’m seeing people who have been at Ford for 40 years be laid off, and you’re going to call me that day and argue about whether your fee is $500 or $550, I just can’t deal with that,” said Leitch. “Know my business; know that our lawyers have gone without bonuses for the last two years.”

What if you don’t want to work for a GC, and you’d rather be one yourself?

Olson started the session off by asking the three about the best résumé to build if one has GC aspirations. “There’s no one particular path,” said Leitch.

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There used to be a common path, offered Mayes. “Most GCs would come from the corporate sector – from the SEC or M&A work,” said Mayes. “Because I didn’t have that, it was going to be a stretch for me to become a GC.” (Apparently, she was stretchy enough.)

Olson commented that this particular trend seems to go back to Ben Heineman, who became the GC for GE in the 1980s after working in the Department of Health, Education and Welfare. The panelists said that corporations now are open to a wider range of experiences, but emphasized that government is a good place to start, mainly because it’s more similar to the in-house environment than is working at a law firm.

The reason why people with government experience are attractive is that they usually have experience running a department of lawyers. Majoras, for example, came from the FTC. There’s a constant element of crisis management when working in government, where you’re beholden to many masters, notably Congress. “It’s not too dissimilar to the kinds of days I have now,” said Majoras.

“Something common between the three of us is that we all had managed lawyers [before becoming GCs],” said Mayes. “Companies look for leadership. Can you manage a group of people and inspire them?”

Leitch was at Hogan & Hartson before going into government. When he started interviewing, he was asked about his management style. “At the time, coming from a law firm, I hadn’t thought about my management style,” said Leitch. “As a partner, my style was to bill my time, win my cases and keep my associates busy.”

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Judging from his ascension in the government and corporate world, he came up with a better answer than that.

For those hoping to head in-house, it’s important to understand the culture of the company. That means talking to employees and managers, but also calling up in-house attorneys and GCs in the industry. Before going to Allstate, Mayes reached out to Anastasia Kelly. A network is key for a good GC.

“I’m shameless about calling people up,” added Majoras. She rattled off a list of some of her advisors, including Larry Thompson at Pepsi-Co, Mike Luttig at Boeing, and some managing partners at law firms. “I never want to get just this one kind of club perspective. I want to get perspectives from lots of different constituencies.”

Leitch calls judges he’s worked for, former White House colleagues, and even junior people – people he can lean on, who won’t “pitch you.”

“How important is it to have a close, personal relationship with the CEO?” asked Olson.

“Trust is critical, but so too is communication,” said Majoras. “I may not speak to him personally every day, but we do email daily. It’s important to keep that connection. We don’t want to be the afterthought – ‘oh, there might be a legal issue with this.’ We want to be proactive and anticipate any issues.”

That communication often involves shooting down a CEO’s good idea.

“If you’re not willing to say no, you’re probably in the wrong job. It is not a fan club,” said Mayes “There are some days when there is a fair amount of tension.”

Some CEOS though don’t like to hear “no,” though, pointed out Olson. Some presidents are like that too, he added mentioning “Bush, and even Barack.”

“I have to say, going into the Oval Office to say no is a very tough thing to do,” said Leitch. “So going to [Ford CEO] Alan [Mulally]’s office and saying no is not quite as hard.”

“Who is the client? The shareholders, the Board, the CEO, the customers?” asked Olson.

“I would say it’s the shareholders, but you don’t typically meet them every day,” said Mayes. “Yet the person who interviews you and that you interact with and try to build a relationship with is not a shareholder, it’s your CEO. So that’s a little strange.”

Leitch added that a big part of the job is for the GC to advocate for the legal department, and ensure they’re involved in decision-making across a company’s business units. “Lawyers are, in some circles and some companies, not the most valued commodity around. I think a big part of my job is to advocate for the role of my team. Not because we want to push into situations because we want to be included, but because we bring value to the team,” said Leitch. You don’t want your legal advisors left out of key decisions.

Majoras said they need to have some public relations abilities too. “There’s an interesting but not particularly helpful trend that’s gone on in the in-house role. It’s gotten broader over time,” she said. “You have to be very connected to PR even if it’s not your primary role.”

All three panelists griped about another trend: a move by regulators to have companies perform compliance outside of the legal department, saying the in-house legal team can’t be trusted with that role because their job is to defend the company.

“I find that troubling, because compliance is what we do all day every day. Outside regulators saying we can’t be responsible for compliance doesn’t make sense,” said Majoras.

Olson then asked GCs about one of their most important jobs: crisis management. They all advised knowing in advance who the leaders will be in the event of a crisis.

“In those intense moments, having the key people at the table is pivotal, because in those crisis moments, you’re making tradeoffs,” said Mayes. Good decision making skills are vital.

“In crisis moments, not everyone is at their best,” said Majoras pointing out another reason why you should have key folks at the table. “By having everyone at the table, you prevent finger-pointing later, because everyone was there.”

“The really hard part of risk management is identifying your own reality, seeing what the true situation is, and saying what it is without the messenger getting shot,” said Leitch, who says in addition to have key folks at table, those there need to be extremely candid. “’You can’t manage a secret,’ says Alan. You have to trust each other and get everything out on the table.”

After the crisis has passed, you have to do a thorough debriefing and figure out what went right and wrong and fix mechanisms for the future. No one likes to stand up and say what went wrong, but they should, said Mayes: “Most leaders fail because they don’t do enough self-reflection,” said Mayes. “Looking in the mirror, and saying ‘I’m not that good-looking.’”

Luckily, these three were willing to reflect at length yesterday. They all looked good.

UPDATE FROM A UVA READER: Luis Alvarez, Jr., president of the University of Virginia Law School Foundation tells us:

“Nice article on GCs. Aspirants may also want to go to UVA Law. Of the GCs you mentioned, David Leitch ’85 (Ford), Debbie Majoras ’89 (P&G), and Michael Luttig ’81 (Boeing) are all University of Virginia Law School graduates.”

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