In-House Counsel

Inside Straight: The Theory Of 'Whose Head Will Roll?'

Here’s a management technique for you to consider for legal (or any) projects: Specify the person whose head will roll if the project is not accomplished.

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Here’s a management technique for you to consider for legal (or any) projects: Specify the person whose head will roll if the project is not accomplished.

If you’re on a committee of twelve people assigned to a project, the project won’t get done. No one will read the background materials before the committee meets; no one will think hard about how to move the project forward; no one will particularly care if the project concludes. If, months or years later, someone asks why the committee didn’t meet its goals, each member of the committee will point to the others and say, “It wasn’t my responsibility to do anything. We had a committee, and I figured the other guys would do it.”

To avoid this problem, identify the single individual who is responsible for accomplishing each specific task. If everyone knows whose head will roll if the project isn’t finished, then the designated person will take control, move the project forward, and preserve his or her head.

The “whose head will roll” theory of management applies to projects big and small, for lawyers both in-house and outside….

For a complex project, break the project into parts. The project manager’s head will roll if the entire project isn’t concluded. But Smith’s head will roll if subproject A isn’t finished on time, Jones’s head will roll if subproject B is a failure, and Doe’s head is on the line for subproject C. If you know who’s responsible for each item, you know who to blame for failure, which increases the odds that things will actually move forward.

For an in-house law department, decide who’s responsible for an acquisition or a lawsuit. Make sure the person knows that his head will roll if a deadline is missed. This doesn’t mean that other people, with other roles in a corporate structure, can twiddle their thumbs or escape blame. But it does mean that everyone knows who’s minding the store. Thus, the line lawyer may be responsible for a piece of litigation. That lawyer tracks deadlines, oversees outside counsel, and ensures that the trains stay on the tracks.

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If the lawsuit blows up, there will be plenty of people to share the blame: The CEO, the general counsel, the head of litigation, the North American head of litigation, the line lawyer, whoever. Those folks may all play some role in handling the matter, and those folks may all appropriately share the blame when something goes wrong. But the more senior people aren’t responsible for confirming that outside counsel are serving the expert reports on time. That job falls on the line lawyer, and the line lawyer should know that his head will roll in case of a lapse. (The line lawyer may well in turn make clear that outside counsel’s head will roll for this type of gaffe. But everyone must know whose head will roll.)

The “whose head will roll” theory has corollaries. One is the e-mail corollary: If you want a response to an e-mail, address the e-mail to only one person in the “to” line. This makes clear that the main recipient — the person to whom the e-mail is addressed — is responsible for whatever action or response the e-mail requests. A dozen people may be copied (in the cc line) on the e-mail, but those people are allowed to sleep easily at night: A “copy” of an e-mail is for your information only, and your head will presumably not roll if you don’t follow up.

Want to guarantee that an e-mail gets ignored? Address the e-mail to four people in the “to” line. Every one of the four will figure that one of the other recipients will handle the task, and a ball will get dropped. The problem? No one knew whose head would roll.

Years ago, Asa Rountree was a prominent lawyer at Debevoise & Plimpton in New York. When Asa saw something I’d written, he sent me a letter: “Although I’ve never met you, I now realize that we are twins who were separated at birth.” Asa enclosed a copy of a small booklet he’d written called something like, “Working With Me On A Case.” The booklet told junior lawyers, among other things, that when a junior lawyer was working with Asa on a case, the junior lawyer was responsible for everything. Everything. Asa was available for advice, and Asa would edit briefs and play an appropriate role in the case, but the junior lawyer’s head would roll if any task related to the lawsuit was not accomplished on time. To paraphrase Asa’s memorable words: “You are responsible for everything related to the lawsuit. I am responsible for nothing. If we’re heading to court to argue a motion, then you are responsible for bringing two subway tokens with you; don’t assume that I’ll bring my own token. Every deadline, every responsibility, everything, is yours.”

That may not be pleasant news, but at least it’s effective: It makes clear whose head will roll.

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Mark Herrmann is the Chief Counsel – Litigation and Global Chief Compliance Officer at Aon, the world’s leading provider of risk management services, insurance and reinsurance brokerage, and human capital and management consulting. He is the author of The Curmudgeon’s Guide to Practicing Law (affiliate link) and Inside Straight: Advice About Lawyering, In-House And Out, That Only The Internet Could Provide. You can reach him by email at inhouse@abovethelaw.com.

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