For my “Introduction to the In-House Practice” class at Georgetown University Law School, I like to have experienced in-house counsel speak to my students. This exposes them to ideas they do not generally receive in other courses, with the added benefit that I always learn something as well.
Recently, I asked Mike Dillon, a former ACC board member and Adobe’s new GC, to join us. I found his remarks about “things I have learned along the way and wished I had been taught in law school” to be useful and practical for my students, and relevant for those practicing in-house today or thinking about doing so.
Mike covered the following: key attributes of successful in-house counsel, running a law department, supporting the board and CEO, preparing for the unexpected and the importance of being a continuous learner.
Mike opened with a piece of advice — you need to understand the products, markets and competition of your business. He went on to emphasize the importance of corporate culture and your fit within the organization. Are you comfortable in a structured environment, or does a decentralized model work better for you? He further advised the students that they should model the way their clients communicate, and perhaps, even how they dress (formal or casual) in order to be successful.
Mike believes the key attributes of a successful general counsel include being a neutral sounding board for company leadership, staying informed about business and legal trends, and using the legal organization to enable the business.
He also emphasized the importance of operating the legal organization as a business. To that end, he discussed the following: budgeting, using the practices of your company (e.g., outsourcing, competitive bidding), a relentless focus on external spending and talent development (your team makes you successful). In regards to budget preparation, Mike reflected that he had never been told he would have more money for the coming year.
Mike then moved on to discuss supporting the board of directors, citing how you need to get to know them as people as well as understand their professional background and other board experience. This enables you to determine what is important to them and how best to address their concerns. On a very practical note, he mentioned the value of managing the board process to make directors more effective, including avoiding the use of acronyms and jargon (directors do not “live” this stuff like you do and simply may not be familiar with them), providing summaries of actions and avoiding the lawyer’s tendency toward “data dumps” that do not really facilitate decision-making.
Of course, a GC supports the company CEO, and Mike offered some excellent advice in that regard as well. This included getting to know the CEO as a person, as well as understanding the challenges that individual faces. He spoke of the need to understand and align with the CEO’s concept of risk, while being dispassionate and objective. Mike then addressed the seemingly mundane, but incredibly important, aspect of learning how best to communicate with your CEO. For example, some prefer email and others do not; Mike also noted that in his entire career he never received a memo from his CEO longer than two paragraphs. He emphasized simplifying complex issues and understanding the business concept of risk.
Mike acknowledged the importance of planning, including planning for the unexpected “which will happen” — the departure of a key executive, an unsolicited offer to buy the company, a security breach, product defect or worse. He suggested having the appropriate team with contact information in place and then using a checklist to help determine your response. Items to consider include disclosures to market and government, risk factors, internal communications (a plan for leaks), customer impact and litigation risk (“be careful not to overreact”).
In response to a question about how to develop these skills, he emphasized the importance of continuous learning (“be curious”), participating in professional organizations like ACC, business-related training (e.g., sales and product training) and building your network, affirming the theme of an earlier post.
On several occasions, Mike came back to the importance of remaining calm and objective in your assessments, making his point with a quote from Woodrow Wilson: “One cool judgment is worth a thousand hasty counsels. The thing to provide is light, not heat.”
I appreciated, as did my students, this excellent advice for in-house counsel seeking to be trusted advisors.
This is a revised version of a column that originally appeared online in the November edition of Canadian Lawyer Inhouse.