More Thoughts on the GC Role

Two articles piqued my interest today:  The first, from the Economist, weighs in on the increased sway that GCs have in the world of Sarbanes-Oxley.  The second, from Corporate Counsel Magazine, features an interview with former GE GC Ben Heineman, Jr.  Several observations:

1. The theme of power shifting to the in-house legal leader, and the need for greater guidance and statesmanship from the GC feels very real to me.  However, in talking with colleagues, recruiters and others dealing with in-house positions, this hasn't set in everywhere.  I continue to see situations where the GC reports to the CFO, for example. 
2. Walking the line between being a partner to the business and its guardian is the trickiest part of the job, and the one where the GC can add the most value.  But it requires knowing the business inside and out, and being willing to take smart risks whenever they are outweighed by opportunity.  This is a two-handed benefit - it makes the GC the partner of the business, and it provides him or her the credibility to take a stand when a business initiative must be shut down or modified.
3. I'm with Heineman on compliance officers.  As I've pointed out before, I'd be nobody's choice for a compliance officer; I'm not nearly risk-adverse enough.  But the idea of having a compliance officer who DOESN'T report to the GC is a shockingly bad one.  Compliance is an important part of the legal work facing a company, but it's necessarily narrow.  And for too many of those handling the hammer of "compliance", every potential risk can look like a nail.  Far better, then, for the GC - the one executive in the company equipped to sort "compliance" from "bona fide risk worth taking" - to make the final call.

Should Legal Report to PR?

OK, it sounds ridiculous, but consider: Any company of size employs a public relations staff. It's how you acquire, manage and - hopefully - shape earned media. Public relations is taken very seriously, and invested in accordingly. A savvy PR staff can generate an outsized return on an investment in relationships and managing the company's image in the press.

Why then, do companies - like Sony Ericcson - continue to allow their legal departments to undermine that PR work?

Imagine the conversation if the Sony Ericcson legal group reported to PR:

PR: Wait, you want to do what?

Legal: There's a guy running a blog that has the name of one of our products in it. And get this - the domain he's using has our product name in it! We can't have that. We're going to threaten him with a UDRP action unless he shutters the blog and hands the domain to us.

PR: Haven't we talked about this? If there's someone hating on us, it's usually best to just ignore them? You know, Streisand Effect?

Legal: Oh, he's not a hater. It's a fan site.

PR: You want to take down a fan site? Someone is writing nice things about us for free and you want to stop them?

. . . you do know that we spend nearly $1 billion a year on advertising, right?

. . . and that this blogger is giving us free advertising?

. . . and that when he's forced to shut down he, and the 4chans and TechDirts of the world, are going to start saying all sorts of nasty things about us and how heavy-handed we are?

. . . which is pretty much the exact opposite of this department's primary goal?

But you're the lawyer - there must be a very good reason for going after this fan. Is he confusing lots of our customers?

Legal: No, it's clearly a fan site. But he's got an affiliate link where people can buy our products.

PR: Uh . . . we're kind of in the product selling business. So his site must be messing with our SEO, outranking our sites on Google?

Legal: Not yet, but it's a .net domain.

PR: It's a .net domain? You do know that a .net domain is the internet equivalent of second-hand store on a back street, right?

Legal: Look, the issue is that there's a chance that this use of our product name could dilute our brand and cause us to lose the trademarked name of the product. We've got to defend our trademark!

PR: OK. So stacked against the 100% chance that your letter will cost us - at a minimum - hundreds of thousands of dollars in negative publicity, what's the risk that this site being out there causes us to lose our trademark?

Legal: Oh, that would never happen. But it sets a bad precedent.

PR: [facepalm]

The Black Hole of Customer Complaints

The Bizzle writes about the role of corporate counsel in occasionally having to deal with real live customer complaints. I had to chuckle; there is much to recognize there.

When I was GC of a regional wireless company, I was deemed the "black hole" of customer complaints, the place that those too crazy or persistent for even our executive escalation team to handle would be sent. Like the guy who would send 27 page faxes to us every day, copying the regulatory agencies and every government official he could think of. Or the customer who sent in a package containing his bill (crumpled up into a tight little ball), a foot-long dowel and a tube of KY Jelly.

What I found was that - much like the Bizzle's experience - for the vast majority of these complaints it was a matter of listening. Listening, because there was nothing else I could offer. Any complaints amenable to resolution would have been dealt with long before they reached me. So I listened, tried not to argue too much, and told them "no". "No," over and over again. No, we would not fundamentally change our business processes. No, we would not pay them millions of dollars for a perceived slight. No, we would not humbly and abjectly go out of business.

And - most importantly - No, there is no one to escalate to beyond me.

These complaints were stuck beyond the event horizon of my "Office of the General Counsel" black hole. They could not go forward and vent their spleen to our CEO, nor backward to make another run at our customer care staff. All further communication would be to me, and me alone. Eventually, they would exhaust themselves and move on to whatever was next in their lives.

It was a clean process, if not always the best use of a GCs time. It required listening, but never for too long; the judicious use of calendar management and setting expectations that I only had time to talk for so long at a spell. But it was a far better process than having the CEO take these calls, and it provided some comfort that if one of these people had a legitimate claim, it would find the legal department while something short of a lawsuit could still make things right.

Unsurprisingly, this is a big part of my current role. Being in the business of publishing information, ratings and reviews of attorneys, we field a number of complaints from those we profile. This is not about paying customer escalations, but rather all about unhappiness and control from a handful of those we've published information about. Many of those have been interesting conversations, and some have even led to changes in our operations. But the vast bulk of them involve me listening and saying that oh-so-familiar word: "No." And because these are attorneys, I often must follow my "no" with an explanation of why suing us would be a bad idea. I have anecdotes and correspondence from these conversations that would fill a book. But that, readers, will have to wait for another day.

Do Female Lawyers Thrive In-House?

The ABA Journal asks the question of whether female attorneys are more successful in corporate jobs than in law firms due to corporations placing a higher value on female lawyers' "people skills."

The article then sloppily compares hard data (females comprising 15% of equity partners at large law firms) with anecdote ("some women lawyers are suggesting that female attorneys do better, overall, when working in-house").

Oh, but data's not hard to find. It turns out that of Fortune 500 General Counsel, women comprise (drum roll, please) . . .

18.8%

Huh. That's only slightly better than the equity partner rate.

Here's two things I know: First, people skills are important in corporations, far more so than in law firms. And second, there are plenty of attorneys with bad people skills. Lack of people skills is an equal-opportunity problem. It's why attorneys score in the 13th percentile for sociability (or as one managing partner at a large firm once told me, the 8th percentile if you control for rainmakers).

The data above would tell us that women lawyers have only marginally better people skills. And that margin could likely be explained away by the job style and hiring difference between equity partners and Fortune 500 GCs.

Can we stop falling back on counter-productive, fluffy gender stereotypes like "better people skills" - especially when the data doesn't bear them out?

Politics and the Workplace

Several people wondered why I chose a political example for my post about negotiating with madmen. After all, conventional wisdom is that politics shouldn't be mixed with work, right?

And I think that point is correct - if your version of politics is the kind of single-issue advocacy, "principle-and-the-rest-be-damned" or magical thinking that seems to characterize so much of our political discourse. Best to keep it to yourself to avoid coming off as a crank, or someone with some gaping holes in their ability to reason.

But if you are someone who thinks about politics and policy, there's nothing like hashing those ideas out with others at work. Some of the most enjoyable and challenging political discussions I've had have come up this way. Why? Because in the workplace, you're more likely to run across smart people who are approaching these problems from a different perspective (as opposed to solving the world's problems for the umpteenth time with your like-minded college friends).

What's more, as our public political discourse has become more polarized, it's important that people call out the insanity. So to be clear: I don't consider the question of whether the Treasury needs to raise more revenue to be a political one. Rather, it's a self-evident proposition. Revenues are running at a level of GDP (15%) we haven't seen in 60 years. This low level of revenue is supporting a much greater swath of services than existed in the 1950's. While it is an equally self-evident proposition that entitlement spending needs to be cut, there's simply no way our modern industrial democracy can function the way Americans expect it to on a budget of 15% GDP. The political questions include how much revenue needs to be raised (and in what ratio to cuts in spending), in what form (higher taxes for the wealthy, comprehensive tax reform, etc.), and what the ultimate GDP target should look like (history and economics suggest 18-21%).

The grown-ups in the room know this and are asking these questions. There's a lot of work to be done to figure out what the ratio of revenue to cuts should be. My view is that it should be about a 1-2 or 1-3 ratio, but others I respect have suggested we could go as high as a 1-6 ratio.

So it was disappointing to see that every GOP candidate, when asked at last week's debate if they would support raising revenues at a 1-10 ratio of cuts, said they would not. That's not reality. It's not governing like an adult. We need to have a real discussion about how to change our tax code, raise more revenue, and make some fundamental changes (and cuts) to entitlement programs.

And there's no reason to rule out the workplace in having that discussion.

Straight Outta Law School

Hewlett Packard is now experimenting with hiring in-house counsel directly out of law school. It's an unorthodox move, but makes sense for a company of HP's size. They've got the volume of grunt legal work that a first year is suited to do, and enough senior counsel to provide training. Most importantly, they are assured of getting new hires who are untainted by time spent toiling in the risk-adverse halls of big law firms.

Sounds like good news for these lucky hires and their internal clients at HP.

Thoughts on Daily Bike Commuting

I starting riding to work about 18 months ago, right after moving from Redmond to Seattle. A fair weather rider at first, I quickly grew to love the feeling of riding to work. From the exhilarating wakeup of flying downhill in the morning to the mind-cleansing burn of pedaling uphill on the way home, I was hooked. I've moved steadily onward to riding nearly every work day. I rode 180 days in 2009, and would have reached 200 if a mid-April sandboarding accident hadn't sidetracked me for 6 weeks with a broken foot.

While I certainly encourage others to "bike their drive," I'll be the first to acknowledge that my situation is about as perfect as it could be for bike commuting. At only 3.5 - 4 miles each way, riding doesn't take any more time than driving, and is way faster than the bus. Parking a car in my building costs $200 a month. My ride is entirely urban, so I'm not (often) dealing with speeding vehicles. With my morning ride almost all downhill, I don't work up a sweat on the way in. My workplace is very casual, so I can ride in my street clothes. Remove any of these factors and who knows how resolved I'd be?

In any event, the last year has been about removing obstacles to riding. The first of these was heavy rain, which for the first six months of riding kept me off my bike. Quality raingear (including these butt-ugly but effective shoe covers) solved that problem, and I now look forward to riding in the rain. I've also added a Cetma rack up front so I can carry bulky items to and from work and run more errands on my bike.

I've probably reached the maximum potential for riding - business travel, speeches and meetings still conspire to keep me off my bike a few weeks each year, and I won't ride in the snow, given the steepness of my hill and how clueless Seattle drivers are at operating in the stuff. I could get another bike, so mechanical problems - which cost me a handful of rides - aren't a factor. But that's probably more just rationalization for me to get this sweet lime-green Swobo.

My Pedestrian Rant

I’ve been working in downtown Seattle for a year now, but I continue to be struck by how bad Seattle pedestrians are. They dutifully wait for the “walk” light to change to green before crossing even one-way streets that are free of traffic. Conversely, they’ll often follow, blindly and cow-like, when a more independently-minded soul decides to take a traffic-free moment to cross the street against the light.

Finally, there’s the sidewalk herding and milling about. I can walk almost anywhere in Manhattan, as quickly as I like, on sidewalks narrower and more crowded than here in Seattle. People get with the program – sidewalks are for walking, and if someone needs to make a phone call, talk to a friend, or wolf down a hotdog, they’ll stand off to the side. Here in the Northwest? People will stop abruptly mid-sidewalk and stare doe-eyed into space. They’ll talk, yell, spin around, windowshop and wait for buses, all where god intended that city people in a hurry should have an unimpeded place to walk. Perhaps instead of banning grocery bags and Styrofoam takeout containers, our city fathers’ energies could be better spent on educating our clueless pedestrians on how to properly use the public byways.

Business Performance with Integrity

WSJ law blog has a great interview today with Ben Heineman (former long-time GE general counsel), summarizing some of the key points in Heineman's new book, "High Performance with High Integrity." Lots of good points about the role of the GC, particularly the need to be neither a naysayer or a yesman.

I've pointed out before the tendency of some corporate leaders to create a culture where dissent or bad news is punished, and how much that hurts the organization. As Heineman notes, the GC has to have "the credibility, independence and guts to speak up, even in the heat of battle, about integrity issues." Too true. But organizations also need to foster cultures where such independence is encouraged (or at a minimum, tolerated) amongst as many levels of management as possible.

New Gig

One reason for the slowing pace of my posting here is a change in focus - I've moved from Clearwire to Avvo, Inc., an internet start-up in Seattle dedicated to helping consumers with the daunting task of finding a lawyer. It's fun stuff, but my new role will likely have very little to do with the M&A issues I've been dealing with over the last five years. I may post on corp dev topics from time to time, but I will still be writing my column in Corporate Dealmaker magazine and will be contributing to the Avvo blog.

Results-Only Work Environment

I posted a bit about "Results-Only Work Environment" (or "ROWE") last year, in light of Best Buy's rolling out this concept at its HQ. At first blush, the name strikes me as faintly ludicrous - after all, aren't results the only thing that matters in the workplace?

It's a sad statement about how far from this headset so many corporate workplaces are that the creators of ROWE had to choose such an obvious name, but one hopes it serves as a daily reminder of what's important - and what's not - in the office. The concept of ROWE is a simple one; to quote CultureRx, the creators of ROWE:

"In a ROWE, people do whatever they want whenever they want as long as the work gets done. In the park, in a coffee shop, in the shower. At midnight or 3am or on Sunday. Whenever and wherever."

I'd take this as a manifesto of sorts - obviously not every job lends itself to a "whenever/wherever" working style, and sometimes acheiving results requires that the "whenever/wherever" be "in the office, this morning." The important distinction is that all questions of time, place and process are viewed through the lens of maximizing results, not face time or some antiquated notion of needing to clock a set number of hours each day in the office.

Of course, critical to making this work is that managers trust employees and employees take true ownership of getting results rather than filling a chair. It also means understanding that a) there are times you do all need to be together in the office to get the work done; and b) "reachability" and responsiveness become absolutely critical. Finally, it also means recognizing that some people get their best results by working in a corporate office for set hours.

The CultureRX site also has an amusing section on "sludge" - negative (and usually passive-aggressive) workplace language used to cast judgment on those who may not be filling their chairs as ardently as the sludge-slingers. Anyone who has spent quality time in a corporation has no doubt seen more than their share of this! I would add to this concept "sludge avoidance" - the subspecies of corporate type who constantly has to tell you how hard they are working, the sacrifices they are making to spend time in the office, etc.

Whole Foods - New Leadership Needed

I love seeing stuff like this - Whole Foods founder and CEO, John Mackey, has - for some 8 years - been posting anonymous comments on the WFMI stock message board at Yahoo.

Mackey claims he "had fun doing it." Look, there's no question that stock boards are completely irrelevant to all but the most thinly-traded stocks, and at least so far there is no indication that Mackey did anything more than pseudonymonously pat himself on the back and generally sing the praises of the company. But what does it say of the judgment of the leader of major company that he would even look at stock boards, much less get his jollies posting on them using as an alias an anagram of his wife's name?

Whole Foods runs a hell of a grocery store, but they desparately need some adult supervision at corporate HQ.

Let's focus on the PLANES!

If there's a theme that runs through Corporate Tool, it's that results are what matter in business. Getting good results should be first and foremost in the mind of any owner, manager, or employee of an organization. If a rule or practice in your organization is getting in the way of acheiving results, it must be ditched. Period. Sure, there can be lots of debate about whether a given rule or practice leads to good results, but let's look at a specific subset: Rules or practices that employees generally don't like.

The Corporate Tool rule for such practices is that they carry a heavy burden of proving they contribute to good results. Employees who are unhappy about nettlesome, pointless rules do not create good results for you. There will, of course, be unpopular rules that easily clear this hurdle - You run a construction company and employees don't like the mandatory random drug tests? Tough; that's an unpopular rule that carries its water.

But what of dress codes? Within reason, they will not offend any but those so lacking in common sense they should be sent packing anyway. But what of dress codes applied in benumbing detail to a group of people who a) don't see the public while working; b) have one of the most stressful jobs imaginable; c) are exceedingly low-paid relative to the importance of their jobs and d) are responsible for the lives and deaths of anyone flying on an airplane in our exceedingly-crowded skies?

As someone who flies a lot, I want HAPPY air traffic controllers. Controllers who feel good about their team, their managers and the job they are doing. I don't want them feeling the least bit harassed and thinking it might be time to kick it in, start their own business and let some new guy with three month's experience keep the planes apart.

And I don't care that, as the FAA spokesperson puts it, this is a simple dress code that "would not raise an eyebrow in the business community. " The "business community" meets with customers, civic leaders, competitors, etc. Controllers sit in a darkened room, far from the public eye, and keep aluminum tubes full of hundreds of human beings from crashing into each other.

The FAA has a bad enough track record in dealing with controllers. It should be bending over backward to make their jobs as bearable as possible, but instead they come up with this. Sad.

Quit Your Yapping

Here's my latest piece in Corporate Dealmaker magazine; if anything, I went light on my aversion to yapping in the workplace. I've got nothing against sports-related banter or lurid office gossip, but windbag-itis gets under my skin. Perhaps the prevalence of e-mail has made some feel the need to squeeze more out of every opportunity to talk (although their e-mail messages typically also display this tendency). Besides being annoying, this habit is ruinous when trying to get things accomplished or negotiate effectively.

Listen effectively and talk sparingly. As my favorite Southern rock band (the Drive-By Truckers) says, "just because I don't run my mouth doesn't mean I got nothin' to say."

Dow Shenanigans

Dow Chemical, rumored to be the latest giant company to be swallowed up in a PE deal (for some $50B), fired two of its executives today over the rumors. The interesting part is that they weren’t canned for the pedestrian offense of leaking the potential deal to the media, but rather for having unauthorized discussions with potential buyers. What’s more, at least one of these guys - Romeo Kreinberg, a 30-year company veteran who currently heads Dow’s Sales & Marketing functions and its Performance Plastics division – is vehemently denying doing anything untoward.

Were Kreinberg and the other "traitor" (Pedro Reinhard, a member of Dow’s Board) really going behind the board’s back and talking to suitors, or were they thrown under the bus? While dealmakers in most organizations have (or at least should have) wide latitude to talk to potential targets and partners, there’s no question that things need to get tightly constrained when you’re talking with potential buyers. There are just too many sensitivities around relations with employees, customers and investors to let such discussions take place without the direction and oversight of the board. I’m guessing we’re going to get a good glimpse at how this works – or should have worked – at Dow as this little drama gets played out.

Sometimes you've got to stop . . .

Brilliant article in the Sunday Washington Post – what happens when you take one of the world’s pre-eminent violinists, set him up in a Metro station with his $3.5M violin, and have him busk away, open case at his feet, for rush hour commuters? No, nothing related to M&A – but terrific musings nonetheless on our need to make time for beauty in our over-scheduled lives.

M&A Departments

The latest issue of Corporate Dealmaker is a particularly good one, with a number of first-hand views from corporate dealmakers on how they've structured their departments and improved the results their companies have gotten from M&A. It's also got my now-regular back page article; this month is a look at the fun and games of corporate annual review time.

"Corporate TiVO"

Fascinating article in BusinessWeek Online about Best Buy's approach to working hours at corporate HQ. Trying to embrace what they call "ROWE" ("results only work environment"), Best Buy employees are to eschew "face time" and regular hours in favor of focusing solely on results. As one employee gushes, the ability to work where and when one likes is akin to "corporate TiVO."

I've railed on the topic of face time a bit in the past, and as I noted recently, technology changes over the last ten years have radically reduced the need for many corporate workers to log regular hours in an office. Unfortunately, those outdated notions still hold great currency. It says a lot that the grass roots founders of Best Buy's program had to sharply point out the need to focus on results. Nothing else about one's time in the office matters, of course, but how many of our corporate policies, procedures, rules and attitudes are directed at controlling or measuring things unrelated to results?

A Classic Rediscovered

I recently read Sloan Wilson's The Man in the Gray Flannel Suit. The book has often been described simply as a critique of corporate conformity, but that's far from apt. While it is in ways a period piece, its themes of balancing corporate ambition and family responsibilities should resonate with any of us corporate tools.

Our hero, Tom Rath, has even more than that to contend with: As the book opens, poor Tom strives to answer the following inane question on a job application: "The most significant fact about me is . . ."

It's a shock, then, when he considers the following response:

"It was the unreal sounding, probably irrelevant but quite accurate fact that he had killed seventeen men."

So Tom's got to climb the corporate ladder, find time for family and come to terms with his wartime experiences. Five years ago that would have seemed difficult to relate to; not so much now as our Iraq veterans return to the workplace

Techno-Slavery

I received a number of messages re my last post, and just at a time when my own work/life balance has precluded spending any time thinking about blogging. One common thread in the e-mail has the importance of using workplace technology as a tool for enriching one's life, rather than letting it enslave you.

Take mobile phones - I've had one since 1993, and it's hard for me to imagine a bigger productivity booster than having near-ubiquitous voice contact wherever I want it. At the time I got my first phone (an analog beast installed in my car), I had a debate with one of the other lawyers in my firm about whether it was a good idea to have a phone. He was a free-spirited surfer dude, and he sneered at mobile phones as "electronic dog collars" . . . until the day a few months later when he made a two-and-a-half-hour drive to a deposition that was cancelled ten minutes after he left the building. What I stressed then, and did again when talking to my father years later when he was dithering about getting his first phone, is that the damn things come with an "off" button for those times when you don't want to be reached.

With technology like mobile phones, e-mail and, indeed, portable broadband, the issue is more about boundaries than the technology itself. Technology is only going to enslave you to the degree you let it. And if you're able to use it to work more efficiently or shift work around so you can have a more flexible day, it's downright freeing.

Of course, even solid boundaries can't save you from the problems of "bleeding edge" technologies - those things that seem to hold the promise of making our working lives easier but consume more time than they save by clumsy interfaces, too much maintenance or lack of reliability (think voice recognition software, most PDAs and all-in-one message services). I'll take a pass on the "gee whiz" stuff unless in can make my life better right out of the box.