The GC as the company’s advance guard

A good GC can be an effective advance guard for their company, looking out not only for problems but also for better ways of achieving the organisation’s objectives.

Participants

Chris Aujard, general counsel consumer services, Co-operative Group

Katherine Bellau, deputy group general counsel, MoneySuperMarket.com Group

Elaine Hutton, European general counsel, Bare Escentuals

Karen Kerrigan, chief legal officer, Seedrs

Alex Latner, general counsel, Playtech

Sarah Nelson-Smith, European chief legal officer, Kentucky Fried Chicken

Lynsey Nicholl, senior legal counsel, Heineken UK

Sam Roberts, head of legal, OneSavingsBank

Raj Somal, general counsel, Global Prime Partners

Tim Waller, group VP legal, Paysafe Group

Moderators:

Neville Eisenberg, senior partner, Berwin Leighton Paisner (BLP)

Catrin Griffiths, editor, The Lawyer

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Neville Eisenberg, BLP: One of the most important factors in strategy is understanding the market in which the business is operating – in particular, the disruptive forces in play in that market. As an in-house lawyer you can perform a useful role in horizon-scanning both because of the objectivity you can bring to that process and also because of your knowledge of regulatory frameworks and how they might affect plans.

One challenge relates to the resourcing of legal departments. There are lots of new opportunities coming up for allocating work differently, and for automating.

Another significant area is the ability of legal to measure data that produces management information that can be of huge value to the business, as well as improving risk management. Some examples of analytics relate to whether it’s worth negotiating a particular contract, or focusing as much time and attention on negotiating particular clauses – or whether activities undertaken by lawyers could be more efficiently undertaken by other people within the business.

So how does one find time to think about these things, particularly when you’re being bombarded with emails all day long?

Elaine Hutton, Bare Escentuals: In terms of the emails, if you want to be efficient just pick up the phone! I was a fairly typical lawyer before I worked at Apple and there I had to find a new way of working that worked within that culture.

Raj Somal, Global Prime Partners: I have the benefit of an hour and half commute to read emails and everyone I work with internally knows I don’t look at them in the rest of work time. That’s how I find the time to think.

Chris Aujard, Co-operative Group: The factor that’s most highly correlative to success is not strategic intent but the organising purpose. So the organising purpose of a company might be, say, to make better Post-It notes or to improve the quality of healthcare.

You have to buy into the purpose of the organisation you’re working for.

Karen Kerrigan, Seedrs: At Seedrs we’re very much a tech company with tech ­ambitions and tech way of thinking. That means we don’t necessarily have a goal framework or objectives. We work within a structure called OKRs – objectives and key results. These filter down the business to each individual team member, regardless of what department you’re in.

So if the overall objective of the business is to grow revenue by a certain percentage, or get institutional capital to the value of x, every single one of my team has objectives that match to that.

I say: I have these finite resources, this is what you’ve told us you want us to do so either what we’re working on fits into one of those objectives and is aligned with the business or we dismiss it.

“I have an hour and half commute to read emails and everyone I work with knows I don’t look at them in the rest of work time. That’s how I find the time to think” Raj Somal, Global Prime Partners

Katherine Bellau, MoneySuperMarket.com: The key objective of our business is making households make the most of their money, and everyone feels that sense of alignment.

Karen Kerrigan, Seedrs: We tried doing legal objectives at the beginning – for example, can you get your contract turnaround time down from 20 to 10 days? But what you have to ask yourself if you get handed a contract is – is this worth my time and does it serve one of the objectives of the company?

Alex Latner, Playtech: You’re in a unique position as GC as you’re almost independent and you don’t have a profit pool, yet you’re at the top table. To do this well you need to know the business. I’ve been in my job at Playtech for three months and I’d say know 25 per cent of what’s going on. Within a year I’ll know about 90 per cent – and that that’s probably more than anyone apart from the CEO and the chief financial officer.

It’s not legal on one side and commercial on the other, it’s Playtech – we’re all in it together. We need to understand their pressure points and they need to understand ours. That way the business will evolve.

Karen Kerrigan, Seedrs: Often, commercial teams won’t do the thing they want to do without legal sign-off, but at the same time they don’t want legal to give input other than on what’s legal. If you give them a commercial point they’ll say – that’s outside your remit. To which I say – you wanted my sign-off, and yes, it might straddle the two, but that’s my role.

Karen Kerrigan and Tim Waller

Tim Waller, Paysafe: It’s interesting you say it’s the GC that has the opportunity to have the strategic input. We work closely with MasterCard and, in terms of dealing with issues as they arise, MasterCard touches every one of the divisions we work with, but you can only really have someone in legal as a group function that can see how MasterCard fits into the business and be able to manage that relationship strategically. That is hugely empowering and useful for the legal team because it means we’re strategically at the top table.

Neville Eisenberg, BLP: I’d like to move away from understanding strategy and ask – how do you equip your people to execute strategic objectives and add value to the business?

Chris Aujard, Co-operative Group: I no longer employ someone because they’re a good contract lawyer – it’s personality, business skills and business understanding. You’re now expected to be a more rounded business person.

Lynsey Nicholl, Heineken UK: We certainly give them experience. Historically, we weren’t as well plugged into the business as we should have been. Sitting on steering groups is important. It’s making sure projects are guided a bit better, and it’s a mini-business study for in-house lawyers because they’re realising the drivers of profitability of certain projects but they’re also bringing their own skillset. They can highlight crossover issues too, and that’s working really well. It’s been interesting for business teams to realise that legal can bring something useful to the table.

“You need to think about the legal AI question before the CEO asks it” Sam Roberts, OneSavingsBank

Sarah Nelson-Smith, Kentucky Fried Chicken: As lawyers, we do sometimes have a certain arrogance about our ability but we have to realise that our skillset is finite. Sometimes you think – I can do marketing, then you see a fantastic marketer and you realise how special those skills are. If we’re thinking about how to get legal involved in the business we should also be thinking how we can get tax involved in the business, or supply chain.

We’re going through a sale process at the moment and TUPE, landlord consents, commercial negotiations and tax factors are all totally tied up together. I don’t think about lawyers getting involved but about proper cross-functional collaboration in every function, at every level.

Katherine Bellau, MoneySuperMarket.com: Our lawyers partner up with brands and feel personally connected to the success of that brand rather being a group function that doesn’t feel particularly connected to anything. That’s been successful for us as a team.

Sarah Nelson-Smith, Kentucky Fried Chicken: I think of the British rowing team that looked at every aspect of what they were doing and how they trained. Every decision applied the filter of whether it made the boat go faster. If not, don’t do it.

Sam Roberts, OneSavingsBank: We’re looking at what we’re doing and seeing if it’s a good use of our time. We might spend a lot of time doing contracts but the main product of the bank is mortgages and that’s what makes the money. We ask – why aren’t we focusing on that, supporting products and helping to work on new ones?

Elaine Hutton

Tim Waller, Paysafe: I have the support of a large nearshoring operation in Bulgaria with around 900 people. I had one lawyer there. I’ve now switched one role from London to there and brought in another there. So now I’m aligned with the business not only in terms of cost savings but also operationally. The point is, don’t miss what’s underneath your nose.

Chris Aujard, Co-operative Group: One way is by developing internal procedures, like a financial services approach. So if there’s a product being developed you mandate that there will be a lawyer on the development team. If you lobby whoever makes pan-enterprise policy, that’s an example of putting in place a structural engagement mechanism. You can do the same thing with information flows. So, for instance, any board paper must be seen by lawyers before it gets to the board for competition or regulatory reasons. You can improve your influence by looking at the internal policies in place.

Neville Eisenberg, BLP: What is your experience of in-house lawyers as challengers? Do you have any examples of how the challenge process can be effective?

Chris Aujard, Co-operative Group: If you look at a skills matrix lawyers think analytically and critically. So the skill you want to maximise your use of is their critical ability to critique, say, a business proposition rather than just a legal problem – though a lot of lawyers aren’t terribly numerate, so sometimes looking at a business proposition they fall down.

Elaine Hutton, Bare Escentuals: The culture in-house is very different from private practice and legal is still perceived to be the department of ‘no’, so with challenges you have to be careful how you do it. Also, corporate life can be brutal. I’ve seen people challenge and then they’re no longer around. That’s different from private practice where there are lots of partners and the culture is less brutal.

“You can improve your influence by looking at the internal policies in place” Chris Aujard, Co-operative Group

Alex Latner, Playtech: I came in on the basis that I would get a say from day one. We do lots of commercial deals and the lawyers are in on the deals with the commercial team. That’s how they learn the whole business. The legal team does have a voice and, possibly because of my knowledge of the management team from the outside, I can come in and be a bit boisterous.

Sam Roberts, OneSavingsBank: We used to be seen as the ‘no’ department but often because they’d come up to us and say – we’ve worked for a year on this product and we need your sign-off – so we’d see serious problems late in the day. If you’re in the mix at the beginning you can help guide them and avoid those pitfalls. If, one time, a lawyer hears about a new product from day zero, it’s worth it. You have to push for that because people might think sitting on the operations steering committee has nothing to do with lawyers.

Neville Eisenberg, BLP: One could argue that there will be many new opportunities for increasing alignment between in-house legal and the rest of the business – such as automation, AI and other technologies aligned with most businesses’ desire to manage costs carefully and produce useful management information.

So, do you feel there will be new pressures on legal to change and think about the way the work is done?

Sam Roberts, OneSavingsBank: When a CEO says they’ve heard NDAs can now be negotiated by robots there will be pressure to justify lawyers doing it, so why wait? By then it’s too late. You need to think about it before the CEO asks the question.

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