In-house ACCess : In-house ACCess: Association of Corporate Counsel : ACC : The In-house Counsel Bar Association

(January/February 2012)

In the past, I’ve been asked to serve on panels to discuss upcoming trends in the publishing industry for the following year. I always turn them down. Why? Because I dislike it when people try to predict the future. The audience wants facts, and I cannot provide them since I honestly don’t know what tomorrow will bring. I can tell you what I see now. However, I cannot tell you, in concrete terms, what it will mean a year from now. I can only provide a guess based on my knowledge.

The Dec. 21, 2012, Mayan doomsday scenario has a lot of people talking — especially my children. I remind them to focus on the present; do not obsess over the unknown. Plan and prepare for your future like you have one. It’s good advice, especially coming from someone whose job it is to know what the production schedule will be 18 months out.

Since few of us have the time to ponder whether the world will end as the Mayans predicted, we all have to continue to focus on our 2012 work. The January/February 2012 issue of ACC Docket has a few interesting articles to help in-house counsel do just that: Focus on the facts.

• Mining for Conflict: Sourcing Raw Materials from the Congo
   
• All the King’s Horses … Putting the Value Back into Legal
   
• Public Company Disclosure as a Vehicle for Improving Nonprofit Management
   
• What You Need to Know about the Attorney-Client Privilege
   
• So You Want to Be a General Counsel? How to Maximize Your Chances

It’s now 2012; with a new year, you can expect change. The statement itself suggests change: It’s no longer 2011; it’s 2012. Many people will make New Year’s Resolutions in an effort to change their personal lives. Gyms are crowded with people determined to shed those extra pounds. Don’t be too hard on them … I was in the exact same position last January. That’s the type of change that we can influence, because we work to make the change. However, new publishing trends or the Mayan apocalypse are beyond our control. So, instead of worrying about it, you might as well get back to work.

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By Emily Jelich

Emily Jelich is Vice President and Associate General Counsel with the Royal Bank of Canada in Toronto, Canada. Ms. Jelich heads both the Global Capital Markets Legal Team and the Global Dispute Management Legal Team, which include team members in Canada, the US, UK and Hong Kong. Ms. Jelich is a member of the ACC Value Challenge Steering Committee and champions several initiatives within the RBC General Counsel Team aimed at working more efficiently with business partners and external counsel.

The voice, views and stories expressed in this posting are of the author and do not necessarily reflect the positions, strategies or opinions of the author’s employer or ACC.

While there has been a great deal of discussion in the legal community on the topic of value-based fee arrangements (VBFs), I find it surprising that the vast majority of law firms still seem to try to avoid these arrangements in hopes that they will disappear. I do not mean to disparage those law firms that are trying, but I am continuously bewildered by the fact that they are the minority. I’m not here to define VBFs— the Value Challenge material does that much better than I could — but I will say that VBFs are not discounts. They are not even discounts of annual fees.

As part of their reticence, I am struck by some law firms’ responses to requests for VBFs. Particularly, when I ask a firm for a VBF in litigation or regular transactional work, the firm will often respond that it can only propose a VBF if I “promise” the firm all of our work in that specific area for a period of time. Why are firms not sufficiently interested in developing and marketing skills to provide cost certainty and case management through VBFs unless there is a promised stream of work? Why is this promise so useful to the firm? Work in these areas can always end.  

In my mind, the process should be the exact opposite of what I am experiencing. Firms should actively enhance their understanding of cost structure, and then develop and market VBF models. This way, the firm would create an expertise across clients, and would create a valuable differentiator for itself in the market. The few firms that are doing this are gaining the fame they deserve, but the vast majority continue to resist and ignore this trend.

I don’t pretend that VBF capability is easy — presumably, that’s one reason that firms have struggled with, or avoided, it. However, it does surprise me that firms don’t seem to realize the power behind this opportunity. As a client, the firm that understands what may increase or decrease overall costs in a matter, and provides a VBF by assessing which of those factors are within its control, will be a firm I want to retain. This firm would further assist me by identifying which factors I control as the client, and what actions I may take to change the assumptions behind the VBF. This knowledge is very valuable because it helps me to consider where to spend my money and time. 

VBFs are most often discussed in terms of cost management, but they also address a long-heard request from both clients and law firms: they necessitate a conversation about goals and expectations at the beginning of a matter. They also continue discussions, which become based on actual experience instead of assumptions. VBFs may emerge as a simple way to ensure that important communications occur throughout a matter, in addition to their function as a cost management tool.

I believe that the firm that pursues the goal of becoming systemically better at VBFs for its own sake will at the same time become more attractive to clients and will be more likely to develop strong, on-going relationships as a result.

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By June Casalmir 

June Casalmir is Counsel for Consumer & Marketing Practices at Sprint Nextel, where she advises on a wide variety of marketing, advertising, and consumer-related issues. In her role, June supports the company’s social media, business marketing, and sports marketing efforts.   

I am a curious person by nature, and notwithstanding my liberal arts background, I confess to having a secret desire to be an applications coder. When I’m working with my client social media teams, this has the unfortunate result of me probably spending a little too much time reading applications protocol interface (API) requirements. Yet is there actually a job-related reason to cram my brain full of technology tidbits? 

My curiosity got the best of me, and so I turned to some other in-house attorneys who also work with their companies’ social media teams for their assistance. Could they help me justify my curiosity? And what other odd predilections have they developed while supporting their companies’ social media teams?

I had a great time speaking with attorneys from large companies, sports teams and digital agencies, and learned quite a bit about their experiences. I didn’t get any closer to realizing my secret dream of coding the next Facebook, but I learned that we share the following views on how to best support our social media clients:

• We want to understand the unique business needs associated with social media;
• We hope to educate our clients on legal issues
• We are social media participants ourselves.
  

Be on the business side

The phrase “support the business” is one that constantly guides the work of in-house attorneys. We need to insure that the clients do the right thing, but we also need to work with internal clients to find practical, palatable business solutions. When it comes to working with social media teams, the needs can be unique and may differ from even those that apply to traditional communications, marketing or sales efforts. 

Social media teams — and particularly PR social media teams — often need to respond quickly, because bad press spreads rapidly and easily on Twitter, Facebook and online forums. If you access the same technologies as the clients, you get an immediate, front-seat view of what is being said about your company on social media sites. If your company policies allow it, take advantage of this opportunity by downloading an application like TweetDeck, which pushes tweets to your desktop in real time.  

In her role as associate general counsel at Rockfish, Ryane Ward handles many legal facets of the digital agency’s work, but makes sure her social media teams know that she is available to advise when they need to quickly launch services or make program changes. “Being flexible and understanding the tight timelines faced by my internal teams and our clients is just part of my job as a legal advisor,” says Ward.

Integrating the legal function into social media strategy discussions is another way to help support business needs. However, in speaking with my in-house peers, it dawned on me that strategy integration can take different forms. While I am lucky that my Sprint clients invite me to attend their weekly social media leadership team meetings, that isn’t the only way to foster close client alignment. “The technologies and the legal issues are constantly evolving,” says Cameron Westcott, legal counsel at Kia Motors of America. “As a result, I find myself learning about the different social media platforms and legal developments along with my clients.” Scaling the learning curve together with his clients gives Westcott the ability to understand their business challenges first-hand and simultaneously discuss potential legal issues.  

Educate your clients 

I have an arguably selfish motive for training my social media clients in legal issues: Arming them with knowledge of the relevant legal concepts simply makes my job easier. 

For example, if my marketing clients are aware that a method requiring purchase or considerable effort can’t be the only way for a consumer to enter a sweepstakes, they’ll structure their tweet-to-win giveaway appropriately. Who doesn’t need their already-busy worklife to be a little easier? I certainly do, and educating my social media clients has paid huge dividends in that regard.

My clients seemed to enjoy our past training sessions, asking perceptive legal questions about IP, employment and privacy. At this especially busy time of year though, formalized training sessions have fallen to the wayside. As a result, I try to spend a few more minutes   explaining my analysis so that my clients have a practical understanding of the legal parameters for other projects.    

My company’s suburban campus is fairly large, and most of my social clients are a cold, December walk away in different buildings, so I don’t get to visit them as much this time of year. Nevertheless, I should consider visiting my clients more often — not only to foster better relationships with them, but for client education purposes, too.  David Cohen, director of legal affairs for the L.A. Angels of Anaheim, calls this “internal rainmaking.” He says, “It really helps to stop by and see internal clients' offices and take advantage of the casual, spontaneous discussions to provide a more detailed explanation or provide a point-of-view.”    

Walk the walk 

 Every in-house attorney interviewed stressed the need to be a social media user in order to be a good social media lawyer. Using Twitter and Facebook and learning how to “check-in” on Foursquare gives us a realistic picture of the user interfaces and platform norms that consumers encounter. This, in turn, gives us the ability to provide business-centric advice. “Subtle differences matter,” says Michael McSunas, senior counsel – Advertising, Marketing & Promotions at Chrysler. “Linking to a video stream of a concert versus streaming the concert yourself has different legal implications, and the clients like to understand those differences.” In addition to standard marketing and promotional matters, McSunas also counts music licensing and international matters as areas where social media know-how makes a critical difference.

If the thought of signing up for a Twitter account and having nothing to tweet but pictures of your breakfast is a major hurdle to your social media participation, you may want to reconsider. Twitter is characterized on its site as a place where you can “follow your interests,” and its own web copy doesn’t exhort you to tweet anything. For that reason, attorneys are turning to Twitter as a primary way to receive legal updates or network with other legal professionals. If you find the right people or accounts to follow, you can get relevant news quickly. In fact, agencies like the FCC and the FTC use social media to both send out updates from their agencies and receive input from consumers. For example, the FTC will regularly sponsor privacy-related Twitter chats using the #FTCpriv hashtag. Notably, the ACC team is particularly adept at using social media. Along with the @ACCinhouse account, ACC Docket Editor in Chief Kim Howard (@KimHowardDC) tops my “must follow” Twitter list.  

After speaking with some of my colleagues in other companies, I felt better about my secret desire to be an app developer. They may not harbor the same coder envy as me, but we all acknowledge the need to educate ourselves on what our social media clients experience daily. Moreover, we recognize the need to be “in it” ourselves — both as integrated team members and as participants.   

Hey, do you know of any app-development courses I can take? Maybe if I tweet that question, I’ll get some good recommendations …

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 Follow along as our new ACC President and CEO, Veta T. Richardson, chronicles her first year at ACC, with this monthly blog series. The voice, views and stories expressed in this series are of the author and are not ACC's. To read the first installment of this series, click here.

On the Importance of Mentoring

Short of educational preparedness, having a mentor is probably the single most important factor separating those who succeed versus those who stumble or fail. That, or a rich parent! 

While so many successful people like to tell stories of how they pulled themselves up by their bootstraps, going from rags to riches, the truth is that everyone has help along the way. There are no truly “self made” successful people. And at various junctures in our professional lives, we will be in the position of seeking a mentor or serving as a mentor to others.

So, where does one find a mentor to help guide and develop her career path? Potential mentors are all around you –– they are members of professional associations or alumni networks to which you belong, they are in your workplace, they are family members, friends or friends of friends. The possibilities are as endless as the many avenues you have to meet and connect with others. However, finding the right mentor first requires a little self-analysis: What are you looking for in the relationship? What types of advice are you seeking?

Once you have clear objectives, it will become easier to identify people who have the knowledge and perspectives that you are seeking. Your next step is putting yourself in the right place to initiate an opening conversation with your potential mentor. Once you have that opportunity, be honest and genuine about your desire for their help, which should not include asking them to help you find a job. That’s not the best way to start a relationship with a mentor. A better approach would be to ask for advice about how to best present yourself, learn more about a topic of interest, or identify the knowledge and skills gaps between where you are and where you want to go.

On the flip side, being a good mentor to others will teach you a lot about how to best utilize and develop your relationship with your own mentor. You will grow by seeing the world through another’s experience, and hone your problem solving skills as you listen to their challenges and offer advice.

In this first year as ACC president, I am experiencing mentorship first hand through my relationship with Fred Krebs, ACC's former president. Even when I was executive director of the Minority Corporate Counsel Association (MCCA), Fred was an experienced bar association leader to whom I turned for advice as I navigated unfamiliar situations. These days, I feel especially lucky to have him as a resource. He understands the nuances of ACC’s governance framework, and shares the history that underlies how things are now done and the lessons he learned over 20 successful years in this role. We get together pretty regularly, and Fred remains a trusted advisor. 

In this role, I am also sought out by others who are mid-career or just getting started. Last month, I met a wonderful group of law students at the National Asian Pacific American Bar Association (NAPABA) Annual Meeting, which took place in Atlanta. Law students from all over the country, the vast majority of whom were of Asian heritage, were invited to participate in a program called “8 Minute Mentoring,” hosted by my former colleagues at MCCA. Although I am not Asian American, the group made me feel fully included and welcomed. If you aren't involved with NAPABA, you should really check them out. The students asked some tough questions about how to navigate their way through a very difficult time when job opportunities are scarce. I did my very best to offer them good advice. But imagine how gratifying it was to return to my office and receive a number of handwritten notes and emails to let me know that my time with them was valuable and appreciated.  

So, I am a big believer in the power of mentoring and invite you to experience it first-hand with the support of ACC, whether you are seeking a mentor or wish to offer to be a mentor to someone else. 

Fortunately, ACC is able to help with both needs –– the opportunity to be a mentor as well as to connect with a mentor.  ACC’s new mentoring program –– a peer-to-peer initiative designed to help you grow your career, while helping others advance theirs –– is has no formal requirements for participation. We only ask that mentors and mentees who are located in the same city meet for lunch three times a year, and that mentors be available to provide advice via phone when needed. Beyond this, mentors and mentees are free to contact each other as often as they like.

It’s easy to get started: Just login to the community platform and select the “Enroll as a Mentee” or “Enroll as a Mentor” tab to the left. Once you enroll, you can find mentors or mentees based on geographic location, industry or discipline!

To learn more about this program, visit http://community.acc.com/mentoring. Still have questions? Email membership@acc.com.

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By Maggy Baccinelli

Maggy is the editorial coordinator of the ACC Docket and is responsible for editing the publication, writing monthly articles and creating corresponding multimedia pieces highlighting ACC members' legal expertise and unique personal interests. Follow along as Maggy, shares her insights. The voice, views and stories expressed in this series are of the author and are not ACC's.

Last week, as I walked into Acadiana restaurant for an event celebrating the newly published Courageous Counsel, I felt a twinge of nervousness. The book, written by Allstate Insurance’s GC Michele Coleman Mayes and SNR Denton Partner Kara Baysinger, documents in-depth, candid interviews with 50 current and former women general counsel at Fortune 500 companies. Some of them would be inside. But before I could think too hard, I was escorted straight to Michele and her group of colleagues. They welcomed me warmly into their discussion about dietary habits as we each passed on different samples of New Orleans-inspired hors d’oeuvres: Who eats fish but not meat; who eats meat but not dairy; and what’s this gluten-free thing all about anyway? I felt included. It was effortless.

It wasn’t until after the event that I realized how my brief experience showcased these women walking their talk. The event’s panel was similar to the lunch program at ACC’s Annual Meeting, featuring Kara as the moderator and Michele, but also included AIG General Counsel Stasia Kelly, who is the most quoted general counsel in the book. The women talked about Courageous Counsel, but they also touched on their own experiences. Many focused on using human interaction and inclusion to build business partner and colleague trust.

The women recalled interactions they learned most from. Michele drove home the importance of honesty and admitting when you don’t know it all. When she was hired from the outside for a former position over a non-lawyer who had been at the company for 15 years, Michele said: “I bee-lined it to her office. I said ‘I understand you should have gotten this job, but that wasn’t my decision, and I need your help to do this right’… We’ve been the best of friends for 25 years.”

Stasia said she’s built relationships by figuring out what people need, helping them get it, and then giving them all the credit. “It’s often unspoken; just understood,” she said. She learned the value of human interactions from her dad, a Boston cop. “He was a wise man and had the best people skills of anyone I’ve ever known. He’d talk and talk and talk about his day, and I’d sit there and listen. … I didn’t realize how much had rubbed off until later.”

Listening is the key to learning, but it’s not always easy. In fact, when asked to offer the more than 50 audience members one piece of advice each, Stasia said: “Keep your ears open, because you never know what you’re going to miss. Listen and be receptive.”

“Right,” Michele added. “You know when someone is telling you something, but instead of listening you’re playing that record in your head, like, ‘When is this person going to be quiet and let me tell them what’s right?’ Well there’s a quote I like that says, ‘We pretend to be listening when what we’re really doing is rearranging our prejudices.’”

Michele’s one piece of advice was that growth and comfort are incompatible. It’s a central theme of Courageous Counsel, because the only thing all the interviewed women have in common is their willingness to take risks, said Kara. “The other major lesson we learned is that there is no one path. We wondered if we would find a secret sauce, or a recipe for success, and there isn’t one.”

Before leaving Michele and Kara gave me a gracious goodbye, remembering my name and thanking me for coming while signing my book. They wrote: “Maggy, make your own path.” 

Click here to take home the lessons learned from some of the top women general counsel at this year's ACC annual meeting program. This program was moderated by Courageous Counsel co-author and partner at SNR Denton, Kara Sophia Baysinger.

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Do you remember the end of the iconic movie, Revenge of the Nerds, when Lewis takes the mic from Gilbert and suggests that more of us are nerds than jocks? The pretty cheerleader exclaims she’s a nerd too; most of the crowd joins Lewis, Gilbert and his nerd fraternity brothers in an effort to end nerd persecution, and the familiar strains of “We are the Champions” begin to play. Well, that cinematic moment was one of the formative experiences of my youth (I didn’t get out much) and it came to mind when I was thinking about ACC’s new Value Champions program, our new initiative to identify and celebrate law department and law firm leaders who incorporate value practices into their legal projects. 

I've paid my dues/Time after time

I've done my sentence/But committed no crime

And bad mistakes/I've made a few/I've had my share of sand kicked in my face -

But I've come through

Three years ago, ACC challenged the legal community to embrace value practices that are commonplace in every service industry, save one. While we heard some folks sing their hosannas, there were, and still are, folks who believe that the legal services industry can remain the same and still meet client expectations. Like the dinosaurs that were unaware of the meteor, the firms and law departments that continue with the old business model will not find the future climate hospitable. Wait a sec. Wrong analogy. Like the jocks who thought that they would continue to rule the campus on their terms. Sorry about that.

But, like Lewis and his new self-proclaimed nerd supporters, those of us implementing change are in a growing group. In fact, outside and inside counsel who focus on value practices, such as effective project management, value-driven fee arrangements and continuous improvement, are fast becoming the norm, not the exception. And, that’s what the Value Champions program is all about. We’d like to shine a spotlight on them, so that the world can see their accomplishments and learn from them.

I've taken my bows/And my curtain calls/You brought me fame and fortune and everything that goes with it/I thank you all

But it's been no bed of roses/No pleasure cruise

I consider it a challenge before the whole human race/And I ain't gonna lose

Of course, some value practices are easier than others. Some of them require the simple application of business principles from other industries. And, we want to identify and celebrate individuals who have employed those practices, because we believe their accomplishments can be replicated by our members and the rest of the legal community. But, of course, some projects are harder, more complex and more frustrating at times, because the ideas animating them are so novel. Think of the nerds' effort to beat the jocks in the fraternity competition. So, we’d like to celebrate innovative strategies as well. If you’ve tried something novel or something more garden-variety, please let us know about it. Our only requirement is that the submitted project has reduced legal spend, increased predictability and/or reduced the unwelcome types of legal issues confronted by the company over time.

We are the champions – my friends/And we’ll keep on fighting – ‘til the end

We are the champions/We are the champions

No time for losers

'Cause we are the champions – of the world 

Our deadline for submission is March 15, 2012. If you’re in the legal community and you’ve ever cared about value enough to incorporate it into your day-to-day practice, turn up the volume on Freddie Mercury’s classic and join us and submit a nomination form. The legal services industry just won’t meet client expectations until value persecution ends. We look forward to hearing from you.

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Depend on it, Sir, when a man knows he is to be hanged … it concentrates his mind wonderfully. Attributed to Dr. Samuel Johnson 1777

This 18^th Century gallows humor by Dr. Samuel Johnson helps explain the interest by corporate counsel in the SEC enforcement and criminal proceedings brought against their peers. The large attendance, spirited discussion and audience participation at the ACC Annual Meeting program, “Corporate Counsel Under Scrutiny: Liability for Corporate Misconduct,” further affirmed that interest.

The panelists, including John K. Villa, Al Gonzalez and Sven Holmes, discussed the types of actions brought by the SEC, why those actions were brought about, how best to protect oneself, and some general observations and useful takeaways. You can also watch the complete archived session, here. Set forth below, you will find some comments that I believe to be of particular value.

General observations:

1.              There are not a large number of cases being brought against in-house counsel. When an action is brought by the SEC, it’s usually against the top lawyer. It is not a concerted action by the SEC to go after in-house counsel, but rather it is done with the hope that publicity will cause others to change their conduct.

2.              Generally, the actions will fall into three “buckets”: options backdating, misconduct by the CEO, and financial misconduct.

3.              The SEC is trying to spread the responsibility to people within the corporation who may deal with the problem.

4.              In the civil cases, in-house counsel were charged, even though they received no personal benefit.

5.              In criminal cases, in-house counsel were charged because they wore “two hats.” 

6.              A situation where the government indicates that it may bring a cause of action against the GC, and ultimately decides not to do so, is still bad news. The mere fact that there is a discussion about liability changes the dynamic of the situation for the corporation. No corporation wants its GC in the dock because it suggests serious infirmities and wrongdoing.

7.              When the government focuses on the GC, it distorts the proceedings, affecting the corporate defense and privilege, raising possible conflicts, and causing the potential loss of knowledge by the company.

8.              A government attack on the GC is a strategic effort to separate the company and its GC. It sends messages of deterrence to the GC community and assurance to the public that they will hold everyone liable.

9.              Being investigated by the government could be an “unexpected career-ending development” and result in management’s loss of confidence.

Steps to protect yourself –When and how to best to report potential management/corporate misconduct to the board or the audit committee:

10.           Never forget that you are the lawyer for the organization and not management.

11.           You should have protocols in place about how to handle difficult situations to avoid ad hoc decision-making and being pressured to do nothing. So, the conversation will go like this: CEO: “I hope you are not going to make a big deal about these numbers.” GC: “I am following the process we established for these types of situations and will bring it to the board’s attention.”

12.           Practical point: Before you bring something to the board’s attention that implicates senior management, find out if there is a reasonable explanation.

13.           You cannot have different rules for senior management and the rest of the company.  

Takeaways

14.           When in a situation like this, look to the future and understand what failure to disclose might mean. When considering government filings and certifications, ask yourself — will you be able to make them? 

15.           Do not assume this is an isolated problem. Frequently receiving information like this it is only the tip of the iceberg.

16.           Once you start asking questions, be prepared to follow through. You have seen a “red flag,” and the government will emphasize your failure to act.

17.           A common, and perhaps the biggest mistake that you can make, is to allow your advocacy skills to overcome your counselor skills, finding reasons why it’s OK not to act.

18.           Remember “hindsight bias” — in the future, you will be judged by what people know two years from now. 

19.           You should have transparency with the board and the audit committee. Develop a relationship with them before problems arise.

20.           Do you have written protocols in place before problems arise? This will help you discuss difficult situations with management more dispassionately.

21.           Rely on competent outside counsel. They can help you analyze the situation. (Also, this is a good defense; the government does not bring actions against inside lawyers who have relied on competent outside counsel.)

ACC has a wealth of materials that I encourage you to check out if you have further interest in this topic, here.

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ACC’s 2011 Chief Legal Officer Survey was unveiled at this year’s Annual Meeting in Denver. The annual survey and the resulting AM CLO session offered important insights for in-house counsel. I can’t tell you, though, that I was surprised by the results or discussions that followed. They included:

• CLOs are concerned with regulatory issues that put them on the front line for potential liability, but are more concerned with protecting the company by knowing all activities that could have legal implications;
• While they are typically happy with their chosen profession, they are affected by having to do more with less; and
• They want to see the value in their outside counsel relationships and improve communication there, as well as within their own legal departments.

These issues are at the core of what in-house counsel grapple with on a day-to-day basis. The findings of the survey make perfect sense to me, and here’s why:  

The increasingly important ­and changing role of the CLO

As in-housel counsel, one of our main goals (if not the goal) is to protect the company we work for from harm. Risk management is a crucial part of our day-to-day activities, and CLOs are on the front line — expected to offer solutions as problems arise, and ensure solutions are easily accessible and compliant with ever-changing regulations and laws. We can also be held personally responsible when something goes legally amiss. There was a time when the attorneys in the company didn’t have to worry about being prosecuted for the “crimes” of their employer. All you have to do is turn on the television to know those days are over.  As I said during our CLO panel at the Annual Meeting, general counsel are considered key players in government investigations, and are therefore prime targets. While not programmed to shrink from a challenge, almost a third (31 percent) of the respondents said that this increased scrutiny is actually affecting their next career move.

Up to the challenge and satisfied

Yes, CLOs are expected to do more with less, while under more scrutiny from the SEC than ever. And yes, these facts can be challenging, but in-house counsel are entrusted with finding solutions. In fact, we thrive in this role. The survey shows that 92 percent of CLOs generally like their jobs. Well, I didn’t need a survey to tell me that, having met and reconnected with many of you in October at the ACC Annual Meeting. I overwhelmingly heard your testimonials that you are engaged and enjoy what you do..  

The economy and staffing

The survey found that fewer CLOs are feeling the effects of the economic downturn (54 percent) in 2010 than in 2009, when 74 percent reported the same. Those who are feeling this crunch are decreasing staff and increasing their work for outside firms at a higher percentage than in 2009. However, despite a challenging economy, many CLOs are planning to increase staff. According to the survey, 37 percent plan to bring on new hires in the coming year. While some organizations and firms, for that matter, are cutting staff, in-house counsel are adding to their own. This, of course, has something to do with the increasing responsibility of the legal department: Three-quarters of your departments have experienced an increased workload.

Fee structures and working with outside counsel

Working with outside counsel, and getting value from those relationships, is always a key concern for CLOs. Most CLOs are currently using hourly-based fees, and 45 percent of them experienced an “increase in hourly rates charged in 2010.” However, a growing number of CLOs (63 percent, according to the survey) have implemented a form of value-based fee arrangements, with 77 percent seeing an “increase in value of work performed by outside counsel.” This is encouraging news, but there is always room for improvement, as 59 percent of those surveyed would like to see more focus on improving matter and budget management. Again, it all comes back to value.

I could go on and on about other tidbits from the survey of ACC members. For example, CLOs in the United States have increased by 5 percent in the past three years, but the growth of those located in other countries has increased by 20 percent. Similarly, ACC’s international reach as an organization is growing, as is the presence of the international in-house counsel and law department. Please view the entire CLO survey, as well as those from previous years, at www.acc.com/community/clo/surveys.cfm.

You’ve made it clear that CLOs want to add value to their organizations and legal departments by managing the risks and supporting the business objectives. CLOs are seeking value from the outside counsel they employ. And they are seeking personal value in their career choices.  

It’s all about value.

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(December 2011)

I am embarrassed to admit that I had an author approach me at our Annual Meeting and her article never rang a bell. This wasn’t because the article was boring or that she was worth forgetting; it was because I have become more removed from the daily grind of publishing a magazine. I will, however, cut myself some slack: By the time an issue is published, we are three issues beyond it. The subjects, author names and artwork all become a blur. What is new to you is old to us.

The details and intricacies of the production schedule are now in the capable hands of my staff: Managing Editor Tiffani Alexander, and Editorial Coordinators Maggy Baccinelli and Brent Thomas. They deftly keep the production of the ACC Docket and its supplemental newsletters moving right along. I spend a lot of time managing other projects that I have taken on and the relationships that go with it. While I still practice the technical skills I was trained for, I no longer do it all day, every day. Sound familiar?

Our Annual Meeting always seems to be packed with people, events, sessions and giveaways. Our best intentions to connect don’t always happen — our schedules are just too busy on site. One person I had only known through email, but did connect with, was the Law Department Management’s Vice Chair, Jeff Levinson.

Although our conversation lasted less than 10 minutes, we discussed how crucial law department management was to every in-house lawyer. Whether you have keys to the executive washroom or just became in-house counsel, you are now managing day-to-day operations — whether you like it or not. No matter what the degree on your wall might say, no one is really taught how to manage. We all learn how to do the technical end of our job. Management and leadership come later. We watch. We learn. We disagree. But, we vow to do it better next time.  

The Law Department Management Committee is a valuable committee that every one of you should join. You all manage matter and workflow. Most of you manage people. All of you are expanding your skill set, and this committee can help. Along with this committee, our Business Education for In-house Counsel is something worth working into your budget. If you manage outside counsel, whether you are a one-person, small law, medium or large law department, ACC’s Legal Service Management Workshop has something on the agenda for you.

So, if I run into you at an event and my face looks blank when you mention an article you have written, please do not take it personally. We love all of our authors and are extremely glad you take the time to contribute. Without your efforts, the Docket would not be the outstanding publication it is today. And, honestly, if you want better recognition, find one of my staff. They are younger than me and have better memories.

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