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By Che Odom
• Practice Tip: In-house counsel of a small law department should take time to understand all segments of the company's business and get to know a cross-section of people within the organization.
March 14 --Warning, in-house attorneys: “stay in your lane,” and turn to outside counsel if you are not sure about something.
That advice comes from Mary Kennard, chief legal counsel of American University in Washington, who spoke March 14 at the annual conference of the Corporate Counsel Institute (CCI).
“I remind our attorneys that we need to stay in our lane,” she told the gathering of attorneys meeting at Georgetown University Law Center in Washington. “We do not want to be in a deposition later.”
Kennard cautioned attorneys about going beyond their areas of expertise to advise clients, suggesting they seek outside counsel to conduct an investigation or give an opinion to prevent problems in the future.
Kennard was one four attorneys participating in a panel discussion for in-house counsel of small law departments during the CCI conference. Panelists offered advice designed to help in-house attorneys manage daily challenges, determine when to go outside for help and build relationships within companies.
Ron Peppe, general counsel of International Construction and Manufacturing Co. of Washington, agreed with Kennard, adding that too often in-house attorneys find themselves in trouble when they are merely attempting to create bonds within the company. Sometimes attorneys want to be “one of the gang” and go along with questionable acts to endear themselves to management, he said.
“There is a desire among many of us to be part of the deal,” he said during the panel discussion. “You want to be part of the business.”
Instead, in-house counsel must recognize when to put the brakes on questionable actions and seek outside counsel.
“Sometimes lawyers get into trouble,” he added. “You do things that, if you had stood back, you may not have done. Even though you want to show you are one of the cool kids, be careful.”
A general counsel, particularly one of a small law department, should become familiar with the various aspects of the company's business, Todd Silberman, general counsel for Mesilla Valley Transportation Services Inc. of Las Cruces, N.M., said.
Mesilla Valley Transportation operates a variety of businesses and subsidiary companies, which Silberman attempts keep tabs on as best he can, he said.
Silberman tries to schedule periodic meetings with those companies, taking company officers to lunch to ask how various aspects of the business work, he said.
Tips for Small Departments
General counsel who participated in a panel discussion recommend:
• leverage relationships with outside counsel;
• build relationships within the organization with employees at all levels;
• join the Association of Corporate Counsel;
• make use of webinars; and
• keep up with trends and legal developments using websites and news feeds from regulators.
“We will talk about finances, about legal, about where legal should get involved,” he said, adding that usually this approach works well. “On the couple occasions, when I was less gentle, that didn't work very well. I found a door a couple of inches from my nose.”
Kennard takes a similar approach at American University, taking school officials, department heads and professors to lunch.
“Having lunch with the heads of departments when there is not a crisis, I find I can learn a lot about what they do,” she said.
“Maybe they will tell me about a stupid idea they have, and I can stop them before they do it,” she quipped.
Even at the smallest of companies, you can usually find one or two people who are willing to teach you things, said Betsy Sharon, senior vice president, compliance officer and counsel at Chain Bridge Bank, N.A., said during the panel discussion.
In-house counsel of a small law department should strive to have consistent contact with a wide cross-section of people within the organization, she said.
“I've never underestimated the value of people who do jobs at all different levels of the organization,” she said. “My friends are not just those in the C-suite. The lady who cleans our office is very good friends with our chairman,” and “I've learned a lot from her, as well as other people in the organization.”
Peppe, who served as moderator of the discussion, said that when he worked for Prudential Financial Inc. there was a limousine driver who proved to be a good source of information.
“The lawyers may not have been told what was happening, but he knew about it because he's been driving the executives around and heard them talking,” he said.
Attorneys in small law departments wear many hats, sometimes taking on nonlegal tasks like emptying the dishwasher, Sharon said.
“You need to know where to go for resources,” she said. “I try not to rely on outside firms” to cut down on cost.
Sharon relies heavily on business trade associations, such as the American Bankers Association, Mortgage Bankers Association and the Virginia Bankers Association, less so the American Bar Association, for information on trends and developments in the industry.
Law firm websites and webinars can be good sources of information and training, allowing a small law department to cut down on the costs of subscriptions and attending conferences, she said. The websites of regulators also are a great, free source of information, and many provide news feeds that will be delivered directly to your e-mail in-box, Sharon said.
When she does go outside for advice, Sharon first seeks the “free” or “friendly” advice from people she knows, she said.
“I also will leverage some of the relationships that our board members have with law firms,” she added.
“If it is very much a gray area that I am not familiar with, yes, I will go to an outside firm,” she said, but she makes sure to find out what fees are involved up front.
Managing resources also means managing your time, Kennard said. The general counsel's office at American University consists of four attorneys, as well as interns from the law school who work as clerks. Each attorney focuses on a particular substantive area of the law, which helps make the most of the limited personnel.
As for managing her time, Kennard said she schedules time for herself.
“I make appointments with myself to get work done,” she said. “And I don't tell people that the appointment I made is with me.”
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