A long questionnaire deters clients from responding to a client-satisfaction survey (or members of the law department to a morale survey). Even so, some general counsel want to explore how clients or employees feel about a large number of attributes. Is there a way to resolve these competing interests between responder fatigue and surveyor enthusiasm?

Yes, with a split survey. Take a lengthy survey with 20 questions. You can split the questions into two groups and randomly divide the people you send a survey to into two populations. Population one gets questions 1 through 10; population two gets questions 11 through 20. If you have enough respondents from both populations you can combine the results.

One other idea might help. Before you release the final version, send a draft to a small group and ask them to rank all the questions in terms of usefulness of results from them, ease of answering, scope, and clarity. Ask them what additional questions ought to be asked. With that feedback, you might knock out enough questions – while you improve the rest – that a single survey with a manageable number of questions will get the job done (See my post of July 21, 2008: survey methodology with 40 references and 25 internal references.).

An article in the ACC Docket, Vol. 30, Dec. 2008 at 50, describes how Fairmont Raffles Hotels International used an online data-room from IntraLinks to enable potential purchasers to carry out their due diligence. More than 150,000 pages of documents were made available to hundreds of reviewers. The article touts nine benefits of an online, secure document repository, eight of which I summarize below.

1. Saves time assembling the documents as compared to using binders, since you don’t have to
2. Saves time and money on scheduling slots for due diligence, since users have continual access from anywhere
3. Improves the quality of work life for users, since they can logon from anywhere at anytime
4. Keeps documents secure, such as with a document locking and protection feature
5. Gauges buyers’ interest, because the software can track how long a user is online and what the user looks at
6. Manages access, since there are methods to restrict certain users to specific sets of documents
7. Keeps documents current, since the owner of the data-room collection can swap out old documents for more recent ones and add to the collection at any time
8. Facilitates final disclosure, since it is relatively easy to burn all the documents to DVDs and create a permanent record of what was turned over for review.

On the other hand, the article does not fully explain the cost of the platform, the time and effort (and cost) to publish the documents, and the different security risks posed by an online site.

Here are the most recent embedded metaposts with URL links (See my post of Jan.13, 2009: Part XXIII.), each of which shows the number of references cited within them.

1. Blogs on law department management (See my post of Jan. 28, 2009: law department management blawgs with 11 references.).

2. Compliance reporting (See my post of Jan. 20, 2009: reporting lines of compliance function with 11 references.).

3. Deputy general counsel (See my post of Jan. 30, 2009: deputy general counsel with 11 references.

4. Geographic decentralization (See my post of Jan. 16, 2009: decentralized law departments physically with 13 references.).

5. Management patents (See my post of Jan. 23, 2008: patents related to law department management with 7 references.).

6. Merger layoffs (See my post of Jan. 16, 2009: layoffs after mergers with 9 references.).

7. Non-US law departments (See my post of Jan. 25, 2009: law departments in countries other than the United States with 24 references.).

8. Objectivity of in-house lawyers (See my post of Jan. 22, 2009: objectivity of in-house attorneys with 11 references.).

9. Scope of responsibility of law department (See my post of Jan. 29, 2009: role, scope and functions of legal departments with 8 metaposts and 19 references.).

10. Share price and litigation (See my post of Jan. 18, 2009: share prices, event studies and litigation with 6 references.).

Mark Gluck, gluck@pavlov.rutgers.edu a PhD researcher on memory, gave a fascinating lecture a few nights ago. As I am riveted by how our brains work and what enhances their operation, I will share three of the points he made about sleep, stress, and exercise.

Point one is that sleep helps us remember since during it our brain collates, organizes and imprints perceptions. While we snooze, the brain makes sense of and stores our memories. During rapid-eye-movement (REM) sleep, the brain releases acetylcholine, a neurotransmitter, which enables these processes. Cholinesterase, by the way, blocks the release of acetylcholine. Gluck said that “even a short nap can improve memory retention” (See my post of Aug. 26, 2008: concerns about sleep-deprived associates.)

Point two is that stress gums up memory. One reason is that when we experience stress, our brains release cortisol, a hormone that stops neuron growth. Over time, highly-stressed people damage their brains (See my post of June 11, 2008: stress with 18 references.)!

Gluck’s third point is that aerobic exercise, even modest amounts, does wonders for keeping one’s memory sharp and broad. He lists six ways that breaking a sweat helps us learn and retain what we learn (See my post of Feb. 25, 2008: exercise and the brain; April 16, 2007: corporate health centers; Nov. 6, 2007: energy; May 2, 2008: exercise improves the mind; and Nov. 23, 2008: thermogenesis *4.).

An excellent article in Directors & Boards, Vol. 33, Fourth Quarter 2008 at 42, explains why general counsel might want to negotiate a personal indemnification agreement before they take the helm. Corporate bylaws may fall short of protecting them in the event of a claim and D&O insurance has holes. The author, Priya Cherian Huskins at Woodruff-Sawyer & Co., recommends supplementing those protections with personal indemnification contracts, especially those that accelerate when legal fees are advanced to the indemnitee.

As I read the article, I wondered how much companies spend under indemnification agreements and whether those outside counsel fees are included in the budget of the law department.

At least six senior legal roles at Merrill Lynch have been axed as part of the investment bank's global restructuring. As reported on The Lawyer.com, an associate general counsel, the “general counsel of litigation and employment,””co-head of global litigation,” and three other senior lawyers have been terminated and will leave imminently. The reductions follow Bank of America's acquisition of Merrill Lynch in late September. Merrill’s vice chairman and general counsel Rosemary Berkery remains in her position. That news triggered a half-dozen thoughts (See my post of Jan. 16, 2009: layoffs after mergers with 9 references.).

One way to proceed with post-merger layoffs is to choose the best lawyer from the two companies to fill a position. Thus, which lawyer will most capably handle litigation, or employment, or international operations. Unless the general counsel who makes those decisions takes a fair amount of time to make those assessments with sufficient knowledge of the contenders in the other company, it is very likely that lawyers he or she knows will be selected (See my post of Jan. 30, 2009: balanced mix at Bank of NY – Mellon.).

Another observation is that these terminations took place four months after announcement of the acquisition. I do not know whether internally people knew much sooner, nor if there have been layoffs already in the legal department(s), but four months is a long time for people to hang fire.

Third, my impression is that usually one of the general counsel leaves almost immediately. Merrill’s Berkery, however, has other responsibilities and with such a large department, her knowledge of the lawyers and legal issues may have saved her job.

I favor one big cut, where everyone is released at once who will be let go, so that others can exhale and get on with life and work. Perhaps these positions are merely the top ones of a larger group, but the news report does not mention more widespread redundancies.

We also do not know whether one or more of the lawyers let go were offered positions in Charlotte, the headquarters of Bank of America, and chose not to relocate. A choice is better than a pink slip.

My sixth observation is that sizeable layoffs, especially among high-ranking lawyers, can not escape unnoticed. Word gets out.

When the Bank of New York -- Mellon Corp. merger closed in July 2007, Carl Krasik, the general counsel, had to meld 150 lawyers from two very anxious, legal departments into one legal team.

According to an article on Law.com, Krasik structured the merged department based on merit, lawyering skills and the company's needs. He named three deputy general counsel and divided the legal duties among them -- Matthew Biben (from BNY) would oversee all litigation and corporate governance; Raymond Dorado (from BNY) would be legally responsible for all nonasset-and-wealth management businesses; and James Gockley (from Mellon) would preside over asset and private wealth management.

In naming those three, Krasik properly started from the top down with his deputy general counsel (See my post of Nov. 9, 2005: Miriam Rivera, Deputy General Counsel of Google; Jan. 4, 2006: Nancy Anderson, DGC of Microsoft; Aug. 14, 2006: the former chief auditor of Mellon Bank; March 6, 2007: Mark Morril of Viacom; April 13, 2007: William Mostyn of Bank of America; Nov. 27, 2007: Lucy Fato of Marsh McLennan; and Nov. 20, 2007: ConocoPhilips.).

I have made other references to the position of deputy general counsel (See my post of Nov. 6, 2007: value of long-term compensation; March 13, 2008: gaps in cash compensation; April 15, 2006: deputies often have major responsibilities; and April 27, 2008: small department with three deputies.).

An undetermined number of legal departments live rent free. That is, the companies the departments serve do not charge the legal budget with a cost for the offices, hallways, conferences rooms and facilities space the lawyers and staff occupy. If the law department gets off scot free, or if the charge to it is less than market rates, the department’s cost per fully-loaded attorney hour will be artificially low.

What would be a reasonable, imputed-rental charge? According to an article in Directors & Boards, Vol. 33, Fourth Quarter 2008 at 41, in the United states the average lease rate for offices per square foot is $24.50. The data comes from Kalorama Partners harvey@kaloramapartners.com.

Now, what we all are dying to know is how many square feet per lawyer makes up the footprint of a typical law department (See my post of April 23, 2008: square foot costs of filing cabinets; and Nov. 8, 2005: 38-member legal department occupies a space roughly 50 feet by 75 feet [approximately $94,000 a year at $25 a square foot.).

On the heels of my post that argues for a more limited role of a legal department than a recent white paper advocates (See my post of Jan. 29, 2009: extremely broad scope of responsibility asserted for legal departments.), I started thinking about turf wars among a CEO’s direct reports. Internecine struggles will surely break out if a general counsel lays claim to wide swathes of what other C-suiters believe are their domains. If a chief legal officer reaches for all risk management, what will the CFO say if she has internal audit? Or will the head of human resources quietly cede control over personnel policies? If “systems” are in play won’t the CIO fight back? There will be blood outside the boardroom.

The cited post draws on a white paper that sees the legal department as the pinion that turns much of a company: “Within corporations, legal departments are the axis around which all other departments revolve, especially when it comes to regulation.” We may have a heliocentric universe, but lawyers are not the sun of the company.

“Essentially, legal departments must ensure accountability, defensibility and transparency in a company’s processes, systems, protocols, structures, operations and controls.” That prodigious comes from a White Paper on Legal GRC: November 2008 at 4.

I disagree. It is not the responsibility of a general counsel to manage the entire company, which is what the extraordinarily broad scope amounts to (See my post of Aug. 5, 2005: “pre-law” groups; July 19, 2007: GC’s role too expansive; Nov. 9, 2008: legal advice but not operational implementation; June 22, 2008: easy to ascribe responsibility to legal department; and Nov. 22, 2008: “control functions”.).

Aside from the traditional legal services provided commonly by law departments, many more functions could and do fall to the general counsel. I list below 17 of them, in roughly the order that I think are appropriate to be the responsibility of the general counsel. The final group all stands in about the same position: they should not be part of the law department.

Corporate Secretary (See my post of Dec. 12, 2007: corporate secretary with 13 references.)

Regulatory Compliance (See my post of June 11, 2008: compliance with 33 references.)

Corporate Governance (See my post of Aug. 17, 2008: corporate governance with 18 references.)

Environmental Health and Safety (See my post of March 23, 2007: Raytheon’s Office of the General Counsel; and Aug. 5, 2005: a database of EH&S issues.)

Contract management and administration (See my post of May 5, 2006: contracts with 15 references.)

Ethics (See my post of Dec. 22, 2005: ethics with 5 references.)

Government Affairs/Relations (See my post of Aug. 21, 2008: government relations and legislation influencing with 6 references.)

Security (See my post of Feb. 1, 2007: Cummins, and also aviation.)

Tax is quite commonly outside the fold. (See my post of Dec. 6, 2006: why tax lawyers don’t report to the general counsel.)

Anti-counterfeiting (See my post of May 5, 2008: Lenovo; June 11, 2008: cottage industry of counterfeit trackers; and Oct. 11, 2008: role of law department in anti-counterfeiting.)

Records retention, litigation mapping and holds (See my post of Aug. 27, 2008: litigation hold notices with 6 references.)

International trade, export-import (See my post of June 11, 2008: GM’s export compliance software.)

Employee Stock Administration (See my post of Sept. 17, 2007: equity stock administration.)

Claims (See my post of June 26, 2008: claims management moving to law departments.)

Workers compensation (See my post of June 25, 2008: workers comp should not be in the law department.)

Insurance Risk Management (obtaining insurance) (See my post of March 23, 2008: risk management with 18 references; and Aug. 21, 2005: tension between lawyers and risk managers on notification of claims.)

Records management (See my post of April 27, 2008: Kraft and team; Feb. 18, 2007 on records management; Feb. 18, 2007: five fundamentals about records management; and March 1, 2007 #1: vendors for records management.)