Articles Posted in Talent

The profiles of general counsel are pretty dry as far as law department management juiciness. Still, squeezing a recent one about Maryanne Lavan, the lawyer leading Lockheed Martin’s 136 worldwide attorneys, you see a useful drip. She spent six years at a law firm, then six years at Lockheed as an Assistant General Counsel. Promoted to be the general counsel of a business unit, she held that post for six years and then spent four as VP, Ethics and Business Conduct. Continuing her development, Lavan served three years as VP, Internal Audit, until last year she gained her present perch.

Within the now $45.8 billion aerospace giant, therefore, she served in four positions, two of them not directly practicing law, and was groomed and tested for 19 years. Someone could compile data about career progression on leading general counsel, but it would probably not be out of order to find a similar timing and number of steps after cutting one’s teeth at a law firm.

An interview of Amy Schulman, Pfizer’s top lawyer, offers insights into her view of her role, power, and risks. Found in the NY Times, Dec. 11, 2011 at BU2, her comments on leadership are perceptive. One of them all general counsel should take to heart. Schulman, in her exalted position as general counsel, understands that “people impute motives to you if you are not clear. It’s important not to be ambiguous or vague about what you want, because then people waste a lot of energy trying to figure out” what the GC wants.

She realizes it is a tough balancing act between shedding enough light and blinding every one (See my post of July 12, 2011: suppression of ideas by general counsel with 8 references.). Followers want clarity from the top but at the same time don’t want to be micromanaged. They can’t read your mind; they scrutinize and debate every word and action.

Bill Mordan’s latest column for the ACC Docket, Nov. 2011 at 108, talks about a variation on Lord Acton’s observation that “power corrupts.” Mordan explains that socially adept people tend to climb the career ladder well, but once they are in charge, some of them suddenly change, and for the worse: the “power paradox.” He says, “Men and women tend to become more self-centered when they gain power.”

This fall-off in commendable behavior may manifest itself with newly-promoted general counsel. The top of the heap can topple a heap of good behavior (See my post of Dec. 21, 2005: emotional intelligence declines with rank; Jan. 13, 2006: three consequences of managerial incompetence; Feb. 15, 2006: ten dumbest management mistakes of general counsel; Aug. 22, 2006: the Peter Principal; Oct. 12, 2006: what happens if a general counsel is a poor manager; Dec. 31, 2006: the imperial general counsel; March 18, 2007: general counsel who are bad managers; Aug. 4, 2007: “jerk” behavior; Aug. 10, 2007: personality disorders among general counsel; Jan. 19, 2008: general counsel as a bully; and Oct. 18, 2010: the warping psychology of power.).

A brutal piece in Fortune, Dec. 12, 2011 at 144, about the fall from grace of Bank of New York’s recently ousted CEO, Robert Kelly, gives a little insight into the sharp knives that surround big-time GCs. When Jane Sherburne took the top legal job in May 2010, “the board insisted that Sherburne take on the position of chief of governmental affairs – which meant infringing on a role that Kelly had enjoyed filling.” The board forced the new general counsel into conflict with her boss, that is to say.

Worse, the article describes how “more than once Kelly openly denigrated Sherburne.” At the pinnacle, it is a tough working environment as egos rage, power flashes, rumors and gossip whisper, and politics has a capital P (See my post of June 5, 2007: office Politics.).

For those who yearn for the top legal rung on the ladder, appreciate that it is slippery, high, and not all that stable. The general counsel can clash with the CEO or simply not fit in well (See my post March 8, 2010: the awkward relationship of AIG’s general counsel.).

SiteMeter brought to my attention an oddity about this blog. Far and away, the most read post by numbers of visits was one that I published on March 22, 2006. This blockbuster has attracted 134 visits, dwarfing the next most frequently visited post that had only 79 visits. I believe this means it is the post that searches on Google, Bing or other engines turned up and people clicked through to read the most.

The alluring subject of the post is “What’s the difference between General Counsel and Chief Legal Officer?”

GCs plumping for a plumper title must hope to find arguments for becoming the CLO. I don’t perceive any legitimate distinctions, although Chief Legal Officer has slightly broader and grander connotations to me. In any event, in a first for this blog, worthy of the eminence of the post nearly six years ago, here is a stripped down version of the classic:

In-house lawyers want respect and they want to be dealt with by their colleagues as a peer. If they are mostly Vice Presidents but their business colleagues are dotted with Senior Vice Presidents and Executive Vice Presidents, the perceived demeanment at best is an irritation but at worst precludes them from information, networks, and privileges.

The difference is not between Associate General Counsel and Assistant General Counsel. The difference is between Vice President and nothing, or between Vice President and Senior Vice President. It is the corporate handle, not the legal title, that elevates you. Both morale and effectiveness suffer if there is not reasonable alignment of titles.

Since my previous metapost on titles (See my post of June 26, 2008: titles with 15 references.), there have been eight more posts (See my post of Jan. 2, 2009: Head of Dispute Resolution and Risk Management; April 6, 2009: role sizing to match titles to responsibilities; May 3, 2009: different titles than in the U.S. for the top lawyer in the UK; Oct. 12, 2009: can a lawyer not admitted here be a U.S. “General Counsel”; March 31, 2010: 21 titles for administrators; Jan. 20, 2010: embedded lawyers and titles at Colt Telecom; June 10, 2011: unusual titles at Allstate; and July 26, 2010: the best ever title for a GC.).

General counsel would do well to ponder two contrarian points made recently about leadership. A commentary on the latest book by Jim Collins, Great by Choice, in the Economist, Nov. 26, 2011 at 80, refers to two common beliefs that he challenges. Collins does not believe that “turbulent times call for bold and risk-loving leaders.” To the contrary, most of the business leaders Collins profiles are risk-averse to the point of paranoia.

Nor does Collins agree that doing something novel and innovative is the only virtue that counts. Efficiency, continuous improvement, gradual adoption of ideas tested by other law departments will serve over time better than an adventurous pioneering step. Thoughtfully stay within the envelope; improve within the box.
Perhaps these findings resonate with me because in my consulting I rarely find support for dramatic, breakthrough paths forward. Neither the anti-bold nor the anti-new views fit with those who urge transformations, but then my tent is not pitched in their camp.

This blog has described what psychologists call the halo effect (See my post of April 13, 2007: “the tendency to make specific inferences on the basis of a general impression.”). Stylish clothes improve the assessments we make of the wearer’s unrelated attributes. Good looking people get the benefit of being thought more capable; a partner from an illustrious firm is unthinkingly presumed to be blessed with better legal ability.

The halo effect is one of many tricks our fast-reacting System 1 can play on us, as well described by Daniel Kahneman, Thinking, Fast and Slow (Farrar, Straus & Giroux 2011) at Chapter 7. If you know that your colleague graduated Yale Law School, that actually says little about her PowerPoint skills, despite the glow of the halo. System 1 jumps to conclusions and spreads its thumb-nail impressions promiscuously, whereas System 2 thinking can more deliberately seek multiple sources of assessment, such as having someone else who is unaware of the pedigree read a document written by the colleague (at 84-85).

The new general counsel for the North American operations of the Rilin Group, a China-based sea transportation and wind-power company, had previously been a court of claims judge in New York State. Robert Holdman resigned because he could not afford to remain in the $135,700 a year judicial position. This career shift was reported in Corp. Counsel, Nov. 2011 at 19.

General counsel have come from business roles, such as MetLife’s former top lawyer, but I could think of only one other person who moved from the bench to the benchmarkers (so to speak): a Ninth Circuit Court of Appeals Judge, Michael Luttig, became the general counsel of Boeing. Come to think of it, I can’t think of any former general counsel who have left their position to grab the gavel.

If you are the head employment lawyer for EMEA and are promoted to global employment lawyer, certainly your scale of responsibility expands. You have more people reporting to you, a larger budget, more locations to visit, additional laws and regulations to consider, but you are essentially doing the same things in the same area of law although writ larger. Demands are more, but of a like kind.

By contrast, if you are the top corporate litigator and are selected to become the general counsel, your scale certainly enlarges, but far more significantly your scope grows dramatically. Your job involves new activities of qualitatively larger breadth and complexity, such as shareholder meetings, boards of directors, corporate governance concerns, public relations, and being the icon of the legal function.