A recent New York Times article notes that “the number of law school applicants has decreased 20% within the past year,” based on a study by the Law School Admission Council. The rising cost of tuition has been noted as a contributing factor in the decline. Last month, in the state of New York, officials met to discuss a proposed rule change that would allow students to take the bar exam after two years of law school. The subtraction of the now-mandatory third year would result in a decrease in tuition, which could make law school more accessible to potential students.

While New York addresses potential financial concerns, farther north in Canada, DuPont GC Ernest Tuckett is setting his sights on another challenge to the future of the legal industry: job opportunities for minorities. Tuckett, who recently transitioned to Canada from the DuPont offices in the United States, feels diversity in the legal profession is a topic that should not be overlooked when discussing incoming lawyers. Tuckett’s approach to addressing the ongoing issue and concern regarding diversity involves both mentoring and community outreach. According to a recent article in Canadian Lawyer Magazine, Tuckett plans to launch a program in Canada similar to the Corporate Legal Diversity Pipeline program in the United States — an alliance between ACC and Street Law, which partners corporate legal departments with local high school law classes.

The Corporate Legal Pipeline Diversity Program offers a glimpse into the legal profession, thus encouraging students to consider it as a viable career option. According to a recent survey of over 1,100 chief legal officers, 95 percent of respondents noted that they did not have a formal pro bono program at their law department. For smaller legal departments, a shortage of staffing and resources created challenges in developing a pro bono program. Initiatives such as the Corporate Legal Diversity Pipeline program are not only beneficial to students but also to legal departments without a pro bono program that are interested in contributing to the growth of the next generation of lawyers.

Corporate programs and provisions to current rules shed light on the trending regression of law school applicants. With the focus seemingly on high school and undergraduate students, as the next generation of lawyers emerge over the next five to ten years, success will be measured by a turnaround in law school applicants with a diverse pool of candidates.

Hosted by law firm Norton Rose, and drawing on the practical experience of panelists from Aegis Group, Boston Consulting Group, Celerant Consulting, Citigroup and Everything Everywhere, the advice offered to ACC members was both insightful and practical.

In seeking to do business in the region, international companies must ensure that they undertake the requisite due diligence not only to confirm the depth of demand for their offering but to also understand the right markets to enter. In order to operate successfully, companies must also ensure that they choose the right local partner, understand the relative regional legal and political differences, and have in place mechanisms to unwind any local operations should the need arise — getting into the GCC may actually be easier than leaving, cautioned some experts.

The drive for diversification

The GCC has enjoyed an oil and gas-fueled boom lasting over half a century, with the past two decades particularly demonstrating the dynamism (and drive for diversification) of the leading regional economies — the dramatically changing skylines of Abu Dhabi, Doha and Dubai reflect the scale of regional investments being made.

Established in 1981, the GCC comprises Bahrain, Kuwait, Oman, Qatar, Saudi Arabia and the United Arab Emirates (UAE) — itself a federation of seven autonomous emirates, with the most high profile being Dubai and the capital Abu Dhabi. The combined population of the GCC is around 50 million (most people are under 30), and two other countries, Jordan and Morocco, have now been invited to join, with a goal of membership by 2015.

Oil and gas remain the regional economic drivers, and it is petrodollars that underwrite major government projects and spending, with the public sector still the major regional employer. But across the GCC, finite resources mean that there is a strong drive towards economic diversification, and it is this that is pulling in more foreign businesses, in the construction, finance, manufacturing, telecoms and services sectors, said participants.

Despite the evident current natural-resources wealth, the region is not immune to social or economic tensions, said Jane Kinninmont, senior research fellow on the Middle East and North Africa (MENA) Programme at Chatham House in London— including rising social-security and public-spending costs and issues around the centralisation of political power. Greater integration is bringing populations together and causing absolute monarchies to rub shoulders with nascent democracies.

The region is not an amorphous mass, and there are clear cultural, as well as legal and business, differences between individual states that must be understood, or at least appreciated, if a business is looking to establish an on-the-ground operation, noted Darryl Coulter, Solicitor and Group Legal Manager at Celerant Consulting.

*Panel – ACC Europe Doing Business in the GCC event, London *

Finding the right local partners

Politics and business are also often intricately linked throughout the GCC. To operate locally (beyond the region’s dedicated International Finance Centres — IFCs), companies will inevitably need to find a local partner or sponsor, and this can bring its own issues, emphasized the panelists.

The local partner will likely need to control 51 percent of any joint venture, but in reality, will often have little to do with the day-to-day affairs of the business. To find the right partner, therefore, requires considerable due diligence; individuals may have ties with the local political establishment but lack the right business expertise for your industry, or already have well-established ties with your competitors.

Local legal rules can also bring obvious challenges. Islamic law prevails, and outside of the Dubai or Qatar IFCs, it will dominate local contracts and courts. Alternative legal options are available, including the use of a neutral foreign law (with Switzerland increasingly used), but the best guarantee of enforcing an agreement is to operate in good faith, emphasized the panelists. The way business is done and negotiations conducted, and the relative size of the GCC business community, combine to mean that preserving the “good” name of an individual party is often a key goal, whatever the issue presented.

To operate within the GCC, businesses inevitably have to adapt, and executives have to be culturally aware, but outside of Saudi Arabia, there are few practical issues presented to non-locals (including women), in terms of living or working in the GCC, emphasized Kim Hilton, Head of Regulatory Law at Everything Everywhere.

Fundamentally, however, international businesses must see themselves as guests in the host country, believe many, and to build a sustainable operation means committing to the GCC for the long-term.

ACC guest author: Alex Morrall is a consultant to ACC based in London. He has worked in the international legal services market for 15 years, mostly in publishing and events.

For in-house counsel focused on protecting their organizations’ compliance  — a growing concern for GCs around the world — a global compliance program is often the answer. A recent survey of 150 general counsel and chief compliance officers in Europe listed regulatory compliance and training as one of their top on-the-job priorities for 2013. The survey, conducted by Legal Exchange Network (LEN), includes participants from the UK, Switzerland, Italy, Denmark, The Netherlands, Finland, France, Norway, Sweden, Germany and Belgium. In-house counsel’s focus on compliance may extend beyond their legal department to dealings with outside counsel as well. For Law Firm and Client Partnering Best Practices, Lex Mundi suggests ,“clients share their compliance communication plans with outside lawyers.”

When developing a compliance program, there are several factors to take into consideration, from organization needs to protocols for conducting a compliance investigation. As a starting point, the January/February issue of ACC Docket suggests referring to the US Federal Sentencing Guidelines’ (USFG) seven elements for a successful and effective compliance program.

The seven elements are:

1. Implement compliance standards, codes of conduct, and policies and procedures;
2. Specify an executive-level individual with the responsibility to oversee compliance;
3. Put in place certain measures to ensure that no substantial discretionary authority is given to individuals who may have a tendency to engage in misconduct;
4. Put in place compliance training programs, awareness and communications;
5. Be consistent when it comes to taking action against misconduct;
6. Be ready to review your compliance program and initiatives to respond appropriately to misconduct and prevent similar offenses; and
7. Respond promptly to allegations and take steps to prevent further similar offenses.

Maria Hernandez, leader of the European Compliance department at Pentair, recommends, “going back to the basics to create a successful compliance program.”  During the initial stages of development, Hernandez also recommends that counsel “try to think about the heart of the matter before jumping ahead with sophisticated processes or policies.” For those who are equipped with a legal department led compliance program already in place, training and implementation may be the key to success. As organizations continue to expand and do business internationally, global buy-in reigns supreme.

We learned about some incredibly innovative value practices that drove change in law departments and firms, large and small, the first time we issued a call for nominations. But, as you might imagine, not all the folks who have worked hard on the value front have received the spotlight they deserve, which is why we’re now back for more. Naturally, we haven’t changed the script — we’re still looking for projects that have shined in terms of one or more of the following criteria:

Reduced legal costs — the holy grail, the summum bonum. Law departments across the world are seeking to reduce their legal spend and not just through bluntly applied discounts. While value-based, or alternative, fee arrangements are one way of reducing costs, there are many others that can be used in conjunction with AFAs, such as root cause analysis or effective project and process management.

Predictability — what your CFO demands, but what your lawyers might think is impossible. In-house departments, and their outside counsel, must use their hard-earned legal acumen to provide useful guidance on how various legal outcomes could affect the bottom line and then incorporate this information into fee arrangements and project management plans.

 Improved legal outcomes — the least-known facet of our Value Champions initiative, but every bit as important (sort of like how the federal judiciary is not some appendage to its political brethren, a fact the Supreme Court reminds us of every so often). Simply put, value isn’t just money. It’s making sure the business gets, or keeps, what it needs to function, to serve its customers and its other stakeholders, and to comply with the law. Lawyers, inside and outside, are the most important part of that equation, and none of us need a reminder that continuous innovation is a key ingredient.

So, there you have it. If you’ve done something of which you’re justifiably proud, please submit your nomination here. If you haven’t, please study up and come back next year for the third part of the series.

And, in case you’re wondering, even though yelling “Khaan” is probably the fastest way to my heart, “The Empire Strikes Back” is the best sequel ever, though I’ve never quite understood the ending.

After retiring from Starbucks at the age of 53, Paula Boggs journeyed to her vacation home in Santa Fe, where she suddenly found herself free of the obligations that had shaped her professional life. The phone calls, email notifications and meeting reminders were basically nonexistent. She was living the dream, so to speak, but soon realized that acclimating to this strange and wondrous world was slightly more difficult than she originally anticipated.

“I think ACC members will empathize with being wired to act certain ways, and respond to certain things in studied ways, based on our career,” says Boggs. “Those innate physical and emotional responses don’t stop solely by virtue of leaving a job and deciding to do something else with your life.” Instead, as Boggs knows from experience, “rewiring” your body and mind takes time and discipline. For example, if you normally slept five hours per night throughout your career, you will actually need to train yourself to sleep for seven.

Boggs’ internal clock wasn’t the only thing affected when she retired. Pavlov himself would be proud of the conditioning that in-house counsel are subjected to as part of the job; although, to be fair, it’s these subconscious reactions that make for competent corporate attorneys. For Boggs, however, those lingering impulses now serve little purpose. “It takes time to allow the phone to ring if you’ve programmed yourself to respond immediately to a text message or phone call,” she says.

Certain words — once familiar, but lost over time — might also begin to resurface in your lexicon upon retirement. As she grew accustomed to her new lifestyle, Boggs remembered a strange two-letter word from her past: No. “It takes time to understand that you can actually say ‘no’ to a broader array of things than perhaps was possible when you were working full-time, with a number of people dependent on you.” For Boggs, that simple word gave her a sense of freedom, allowing her to say “yes” to herself more often.

Whether Boggs was learning to sleep longer, ignore those Pavlovian impulses or expand her vocabulary, her transition into retirement took time. Her two-month stay in Santa Fe helped immensely, though. “It helped slow my pulse down, and Santa Fe is such a physically beautiful environment: the colors, the smells, the air … all of that was very helpful to me as a newly minted retiree. It was an amazing, magical time.”

This is the second in a series of blog posts related to Paula Boggs. Tune in next time as we continue to provide insight into her journey.

“Begin with the End in Mind” was the principal theme of the presentation. According to the moderators, the three pillars of success are: Listen. Learn. Lead.

These pillars of success can be broken down into four key tips for new GCs.

1. Establish a 90-day plan. When asked during the webcast how many attendees developed a 90-day strategic plan, 88 percent responded “No.” Blodgett suggests that new GCs “start before your first day on the job. Research the organization to frame the contours of your upcoming 90-day plan.” Snasdell encouraged attendees to “write your 90-day plan down,” which will enable you to “plan your work and work your plan.”
2.  Get to know your team of resources and your clients. By doing so, Blodgett adds, this will enable new GCs to “understand the parts to maximize success.”
3.  Assess the legal department. Speakers highlighted the importance of assessing the current situation of the department early on. Consider managing legal spend and the department’s leadership and reporting capabilities. Blodgett suggests that new GCs “get to know your team of resources; good relationships make the change process easier.”
4. Clearly articulate your vision for the legal department and your expectations. Blodgett and Snasdell agreed that, as a new GC, your “team should understand your expectations and their role in the vision.”

This ACC webcast was sponsored by Huron Legal. For more information, visit http://webcasts.acc.com/detail.php?id=843050&go=1.

ACC and its Chicago Chapter, along with outside counsel, filed an amicus brief, joined by the Illinois State Bar Association, which made clear that applying this sort of rule would undermine the attorney-client privilege and disrupt business negotiations. The Illinois Supreme Court agreed, finding that, were they to adopt the plaintiffs’ approach, companies might not involve their lawyers in commercial negotiations. Instead, allowing parties to a business negotiation to share some, but not all, legal advice “lubricates business deals and encourages more openness in transactions.” Of the ruling, Thomas McGarry, chair of the Lawyers Professional Liability Practice at Hinshaw & Culbertson LLP, said, “Our Supreme Court reaffirmed the resilience and reliability of the attorney-client privilege. This is a victory for the public’s confidence in the legal profession.”

The Illinois Supreme Court is an example for other jurisdictions around the country. No state supreme court had forced disclosure of attorney-client communications, as the plaintiffs had suggested, though a number of lower courts had toyed with doing so. “The Illinois Supreme Court’s decision is significant because, as the first state supreme court to consider this important issue, it thoughtfully explained the reasons for the subject matter waiver doctrine and why misusing it to disrupt business negotiations would be a bad idea,” said ACC’s vice president and chief legal strategist, Amar Sarwal.

With this resounding decision, the Illinois Supreme Court has signaled to other courts that the privilege is an important tradition in our country, whether the legal advice is for putting together wills for a middle class family or interpreting draft contracts for a multimillion dollar business transaction.

ACC in the News

In-house lawyers favour more guidance on ‘net-benefit’ test

New Leadership and Direction for the European In-house Community

In-house Access blog
Attorney-Client Privilege–Does Subject Matter Waiver Apply?

Things I Wish I Learned In Law School

Advocacy
WMACCA & ACC Team up on Virginia Practice Rules–And WMACCA Offers Tips to ACC Chapters Ready to Have an Impact

ACC Quick Poll
Do you work on real estate matters in-house?

ACC Jobline
830 job openings listing; 116 new this week

ACC Latest Resource
Challenging Bank Fees Through Antitrust Law

<div style=”display: none;”>Zenneia McLendon</div>

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.

This is the first in a series of blog posts related to Paula Boggs. Be sure to follow along as we continue to provide insight into her journey.

When asked why she made the decision to retire at such a seemingly young age and at the apex of her professional success, Boggs replied, “I’ve had an amazing career and took tremendous pride — and still do — in the world-class organization I had the privilege of nurturing and leading for a decade at Starbucks.” What she saw on the horizon, however, was incrementalism. “I’m a mountain climber and a builder, and it was time for me to build something new — TBD [laughs] — while I was still young enough to do it.” And because Boggs had been grooming her successor, Lucy Helm, for 10 years, she was thrilled to know that the company would be left in extremely capable hands. With that peace of mind, Paula Boggs strode confidently into the great unknown.

Her first order of business became to volunteer for Obama’s presidential campaign. Boggs has been an Obama supporter since 2004; however, she was unable to volunteer full-time during his first campaign, because, for a variety of reasons, she did not feel comfortable leaving Starbucks in 2008. A few years later, Starbucks was in a much better place, says Boggs. “Meanwhile, my candidate was going to be in the fight for his political life, and someone like me could hopefully add value to that.” As a “surrogate” for the Obama campaign, Boggs travelled to several battleground states, speaking at events and to groups of people, such as college students, veterans, women, businesspeople and campaign volunteers. “One of the greatest things about that is that it has an absolute end date,” she says. And on Wednesday, Nov. 7, 2012, when her obligations to the campaign ended, Paula Boggs started the next chapter of her life … without the never-ending stream of emails, daily meetings, conference calls and text alerts.

Where will she go? What will she do? Tune in next time for the answers to these questions and more.

Paula Boggs recently retired after 10 years as executive vice president, general counsel and secretary at Starbucks Coffee Company. She is a voting member of the National Academy of Recording Arts and Sciences and produced her first CD, “A Buddah State of Mind,” in 2010. She resides in Seattle and Santa Fe.