Value Added Collaboration - Benefiting In-House Counsel And Their Corporations

Friday, April 1, 2005 - 01:00

The Editor interviewsJames R. Jenkins,Senior Vice President and General Counsel, Deere & Company (John Deere). Mr. Jenkins currently chairs the Board of Directors of the Association of Corporate Counsel.

Editor: How is the role of in-house counsel evolving?

Jenkins: The job of in-house counsel is growing increasingly more complex. With the globalization of the economy, an increasing number of companies do business in many countries. Even if a company does not have foreign operations, it may face competition from a foreign-owned entity or its suppliers may come from a variety of sources around the globe. The general counsel is expected to be able to direct the provision of legal services throughout the global environment and anticipate possible legal problems in a variety of jurisdictions.

Another thing that has happened in recent years is that in-house lawyers are expected to play an increasingly significant role in keeping the company and its board on track in terms not only of what is legal, but also what is ethical. Unless in-house lawyers play a proactive role as the legal and ethical compass for the company, they may find themselves liable - just like any other officer of the company with fiduciary responsibility to the shareholders, investor community and the corporation itself - should preventable problems arise later.

The client of an in-house lawyer has always been the company and not the company's managers. Companies, however, are run by people. If the best interest of the company conflicts with the position taken by its managers, the in-house lawyer has a unique responsibility to step in, due to his or her professional responsibilities. The rigorous regulations implementing the Sarbanes-Oxley Act, new SEC conduct rules and other corporate governance reforms have both strengthened the in-house lawyer's role and underscored the different standards that the in-house lawyer has to meet, whether the lawyer works for a public or private company or nonprofit organization.

I anticipate that we will continue to see the pendulum swing toward stricter enforcement of the fiduciary duties of a corporation's leadership. Once the pendulum stops and begins to swing back in the other direction, it will be interesting to see if there is a concomitant relaxation of the in-house lawyer's professional responsibilities. It is my prediction that in-house counsel will continue to move toward stricter responsibilities, regardless of how the pendulum may swing for others.

Editor:How does ACC help its members to stay in the forefront of issues impacting their day-to-day practice?

Jenkins: ACC is an outstanding organization because of its exclusive focus on in-house practice. ACC provides value by enabling in-house counsel to better serve their clients. Everything ACC does supports that goal.

ACC provides a unique and valuable perspective on judicial, legislative and regulatory reforms. As a group we can speak out when a single individual might not be heard or feel awkward advocating alone.

The ACC Docket , written by in-house counsel, contains a wealth of useful, practical information. ACC's virtual library makes information specifically targeted to in-house practice available to its members at anytime from anywhere. The library's InfoPAKs reflect the policies and processes of leading corporations. ACC's members find them invaluable because they include forms, models and samples of how to put best practices into action. ACC's Leading Practice Profiles are another example of resources and the ACC network combining to provide an overview of how others tackle particularly tough and often-encountered problems.

ACC's chapters provide members with opportunities to learn from their peers locally and participate in top notch CLE programs, while ACC committees offer members avenues to connect with their peers who share their specific expertise (ACC has 12 specialty committees, from corporate and securities issues to operating in a small law department).

ACC's online MemberToMember service virtually connects members who need to talk to a peer with an expertise in almost any area of practice. Face-to-face networking opportunities also abound at ACC's annual meeting. I think ACC offers better networking and other resources than any other organization because of its sharp focus on in-house practice.

Editor: Congratulations on your professional accomplishments that led to your role as ACC's chair. What would you like to accomplish during your term?

Jenkins: I would like to focus on three things. First is to continue the benefits to members that have kept ACC strong over the years. The panoply includes our Virtual Library, In-house JoblineSM for members in transition, networking opportunities, the ACC Docket and, of course, our annual meeting, which is second to none and the largest gathering of in-house counsel in the world.

Second is to strengthen our value-added collaboration efforts. To accomplish this, we will continue to strengthen our chapters and committees. In addition, we will continue to work with colleagues from around the world to better understand inclusiveness. By inclusiveness, I mean not only the domestic sense of diversity based on race, age, gender, and the like, but also the global sense of different cultures and backgrounds. I want to make sure that ACC serves as a role model of the power resulting from inclusiveness. That is, by collaborating with a plethora of people, we provide the best service to our organization.

Third is to anticipate the coming issues that will have the greatest impact on in-house counsel. Widely recognized as the voice of in-house counsel, ACC is in a unique position. I am encouraging us to look to the future and to our members to identify and anticipate issues. The challenge to our leadership will be to determine what we need to do to be prepared to respond to them.

Editor:What does "value-added collaboration" mean in practical terms?

Jenkins: I define value-added collaboration as having the following characteristics.It is strategic and/or opportunistic as opposed to tactical.It is a measurable enhancement or creation of value, benefit or advantage as opposed to unfocused or of an undetermined benefit to stakeholders.It is inclusive with participation involving diverse perspectives as opposed to exclusionary.It is clearly aligned with business goals, values and objectives as opposed to controversial or of questionable benefit. And, it leads the way by demonstrating exemplary ethics.

Under this definition, value-added collaboration is the way that ACC operates because through its membership each member has access to and can appropriately leverage the best practices of peer companies and organizations throughout the world. We now have members in 52 countries. For many of us working with multinational companies with operations throughout the globe, we are able to contact other ACC members and get the inside story on the kinds of things that we should be concerned about and respond to in those jurisdictions.

Editor: How are you spotlighting examples of value-added collaboration?

Jenkins: One method is that, during the course of my term, I will give a "value-added collaboration award" to exemplary in-house counsel. I am soliciting nominations from in-house counsel, their clients, their law firm colleagues and others with whom they work. We all learn from each other. Richness comes when you spotlight examples that stimulate and encourage all of us to strive to do better.

Editor: How is ACC helping in-house counsel to incorporate pro bono service into their practice?

Jenkins: Our common codes of ethics mandate that lawyers contribute pro bono services, even if state bars have not enacted a specific requirement. Professionalism is hallmarked by the lawyer's innate sense of duty to return some of his or her strengths to the community. But pro bono service can be difficult to administer, especially in the in-house context. Therefore, ACC has partnered with the world-renowned Pro Bono Institute to develop a unique and vibrant resource, CorporateProBono. Org (CPBO), to help in-house counsel feel the joy and participate meaningfully in serving the greater good. The key challenge is to get a lawyer to try pro bono service. Once they try it, they like it and will continue to do it.

Through CorporateProBono.Org, ACC has made it easy for in-house counsel to learn about worthwhile organizations that need help and how to establish a connection to them; then CPBO provides technical assistance to help make the volunteer experience more rewarding and productive - to the member, the department, the company, and the community. At times counsel feel disconnected with the broad community. Pro bono service gives a professionally satisfying connection that is a wonderful experience.

Editor: Your service as ACC's chair must take a lot of your time and energy. What value do you receive as a volunteer leader?

Jenkins: The payback is having the opportunity to work with some terrific people and the opportunity to be involved first-hand with issues that shape my practice and the practice of my staff. I, along with the rest of my team, are better able to serve our company as a result of the practical information, networks, and resources available through ACC.

Editor: What benefits does John Deere enjoy as a result of your ACC membership?

Jenkins: The company benefits from many things, but particularly from both the formal and informal benchmarking ACC facilitates. Savings come from being able to look at best practices taking place in other companies. The networking and other resources available through ACC membership provide a large pool of ideas from around the world for better approaches to solving challenges in day-to-day practice, which is a definite plus. Over the years I have picked up many ideas that make me a better lawyer and save my client money.

Editor: Please tell our readers about ACC's global reach.

Jenkins: Today we have 17,500 members who represent more than 7,000 organizations. We now have members in 52 countries, and we have active chapters in Europe and Israel. We also have affiliations with the in-house bars in Canada, China, Mexico, New Zealand and Australia. We just signed an agreement with the government of the People's Republic of China to help them develop the in-house practice of law in China. As we increase our activities and contacts outside the U.S., I am struck by the commonality of issues that face in-house lawyers around the world. I think it is important to note that we changed our name from the American Corporate Counsel Association (ACCA) to the Association of Corporate Counsel to reflect that we serve all in-house counsel, not just those located in the U.S.

Editor: What has contributed to ACC's growth?

Jenkins: The people who make up ACC are wonderful. From the visionaries who started the organization to the volunteers and staff who work to keep us strong today, ACC's leaders at all levels of the organization freely share their enthusiasm and expertise. The leaders in our committees and chapters do a fabulous job. Our board is strong and diverse, with a firm grasp of our past and an incredible vision and passion for our future. Our General Counsel base is committed to not only supporting their departments' involvement, but ACC's leadership on key issues confronting our profession and our clients. And rank and file members step forward regularly to make extraordinary contributions to the bar and its success in every way imaginable. It is a first-class organization with first-class people focused on the exciting and challenging issues of in-house practice. My advice to in-house lawyers is to become an active member of ACC, because you will gain a lot from your membership, as I have for more than 15 years.

To learn more, your readers can visit www.acca.com.