The 21st Century General Counsel: On Being More Than a Lawyer

Wednesday, June 3, 2015 - 13:24

In the mid- to late ’90s, psychologist Daniel Jay Goleman authored two best-selling books, Emotional Intelligence (1995) and Working with Emotional Intelligence (1998), in which he posited that just as each person has an intelligence quotient, or IQ, which represents how academically intelligent he or she is, each of us also has emotional intelligence or EQ (emotional quotient), a measure of one’s ability to perceive, control, evaluate and express emotions, which, he argued, may be more predictive of workplace success. 

If you’re unfamiliar with EQ, it’s understandable. The legal profession has been slow to recognize that individuals who are more aware of their emotions, better able to regulate their actions, better at owning responsibility, more highly motivated and have empathy for others are more likely, when the rubber meets the road, to outshine those who scored 180 on their LSAT, graduated first in their law school class or were editor-in-chief of their law review.

It is therefore laudable that on the 20th anniversary of Goleman’s groundbreaking work, the Greater New York chapter of the Association of Corporate Counsel devoted two out of three presentations in its half-day event, “Evolution of In-House Counsel: Staying Current in Times of Change,” to this “touchy-feely” subject, as an ACC official mock-defensively described it.

But while the packed room at the Harvard Club may have been champing at the bit for Stephen E. Roth’s presentation on “Why Smart Lawyers Fail – Increasing Your Emotional Intelligence and Your Impact” (the vice president and general counsel of Jewelry Television didn’t disappoint, doling out amethyst necklaces, opal rings and other adornments to winners of his interactive “First EQ Game Show”) and mindfulness maven Scott Rogers’ program on “The Cultivation of Focus, Concentration and the Reduction of Stress,” attendees were first treated to a presentation by Frederick J. Krebs, a former president of ACC, on how the role of general counsel has evolved and continues to evolve.  

A senior fellow with the Center for the Study of the Legal Profession at Georgetown University Law School, Krebs reported on the results of a recently released ACC study, “Skills for the 21st Century General Counsel.” Based on surveys and in-depth interviews with current and former GCs, corporate directors, legal recruiters and others, the report’s key takeaway, Krebs said, was that today’s GC is expected to be “more than a lawyer.”  Legal skills are a given, he explained. “They’re the foundation, the floor, table stakes.” Today’s GC, he continued, is expected to fill three “value buckets”: leader of the law department, counselor-in-chief to the C-suite and board, and business strategist.

The board perspective, Krebs said, is that the higher-performing GC “contributes strategically.” He noted that GCs also see themselves playing a greater role in creating business value. Noting that the GCs surveyed tended to grade themselves higher as strategists than did the directors, Krebs went on to discuss what the research revealed about the attributes and skills that are considered highly desirable in GCs. He referred to them as “The Four Cs.”

  • Comfortable with ambiguity. Learn how to make decisions even if you don’t have all the information you need, because you almost never do. Just as you have to know and comply with bright-line rules, you also need to embrace and ably manage the gray areas.
  • Communication. If you can’t communicate effectively with your clients, then your knowledge is wasted.
  • Curiosity. The desire to learn more about a given topic is critical to creative thinking. If you don’t have it, you need to develop it.
  • Courage. To make the leap from advisor to decision maker, you have to be willing to take a risk (e.g., say “yes” once in a while) and be able to rise above your personal feelings when duty dictates (e.g., fire someone).

Krebs added a fifth trait or characteristic in a GC that organizations said they value above all the others: judgment. “It applies to all the value buckets,” he noted. “How do you get it? Experience. And experience comes from making mistakes. So a critical component of judgment is being able to learn from your mistakes.”

The Three Buckets

GC as Leader of Law Department. Whether your legal department is 2 or 200 strong, you’re the leader. There are three important skill sets to performing this role:

  • Curiosity. You have to truly understand the organization, including its business and its culture. If you don’t understand how it makes money and how its people work, when you’re called upon for counsel, the cure you come up with could be worse than the disease.
  • Team building. The ability to hire, develop, motivate and retain the right people (including outside counsel) is critical to building an effective and cohesive team.
  • Strong budget management. Financial, resource and project management have almost become “table stakes.” Krebs said, “It’s expected that you can [meet your deliverables] “on time and on budget.” He added that “demand management – matching up what you can do with what the client expects of you – will make you better able to respond to client requests.”

GC as Counselor-in-Chief. Often referred to as the “trusted advisor” role, this involves counseling C-suite executives and board directors. The value of this bucket to directors has risen steadily since the passage of the Sarbanes-Oxley Act of 2002, which introduced new standards of accountability for directors and under which, in the case of accounting crimes, directors risk large fines and prison sentences.

Three skill sets come into play:

  • Good listener. The ability to listen and calibrate your response to the nuances of situation (a function of EQ).
  • Convincing speaker. The ability to speak with “authority or gravitas” to make your judgments seem trustworthy.
  • A moral compass. Have the courage to say yes or no while preserving your independence. “You can always [do the easy thing and then] rationalize what you’ve done,” Krebs said, but clients expect better. “One director said he looks for people who rise above that; people with integrity and a moral compass.”

GC as Strategist. The greatest evolution of the new GC role will take place through strategic input in both legal and business matters, Krebs said, noting the widespread view in C-suites and boardrooms that the analytical skill that makes for a great lawyer also lends itself to strategic thinking. Providing additional impetus for this expanded role, he added, is the fact that GCs themselves have a hankering to play a greater strategic role.

There are three ways to demonstrate you’ve got strategic smarts, Krebs said.

  • Be strategic in how you run a law department. Where you put resources, how you manage legal spend. Do department skills match up with what the company needs?
  • Use the law to advance corporate goals. The GCs who are going to be on the cutting edge are those involved in legal-business strategy, Krebs said, such as coming up with an aggressive legislative or regulatory strategy to gain an advantage over a competitor or optimize your financials. Krebs illustrated his point with the example of a law department that teamed up with the company’s tax division to successfully advocate for a change in the tax code that allowed it to take a $200 million dividend-related tax deduction in the year declared rather than, as previously required, the year paid.
  • See yourself as “more than a lawyer.” As a member of the executive team contributing to business decisions, you’re a business person with a legal background and the unique perspective that brings. When structuring a deal, you’re the lawyer with business savvy. Today’s GC isn’t just expected to wear multiple hats, but to wear them at the same time! (Shout-out to Dr. Seuss for the metaphor.)
Progression of Skills Through Your Career

A surprising finding of the “Skills for the 21st Century General Counsel” study was that general counsel are more ego driven than even C-suite executives. If that’s true, then the high performance standards expected of today’s GC – able leader of the law department, counselor-in-chief to the executive team and board, and a legal and business strategist – call for a dialing back of your inner diva and a shift in self-perception to “work in progress.”

Krebs described a three-level skills-attainment process. Note, however, that the levels are overlapping as the skill sets required of in-house counsel, as of any professional, are never fixed and immutable, but influenced by a wide range of constantly changing variables.

  • First level. The basic or core skill set required to be a good lawyer, Krebs said, is to be “efficient, dependable, and no surprises.”
  • Second level. Managing a budget, managing people and making decisions (as opposed to playing a strictly advisory role), which requires understanding and accepting accountability (i.e., your responsibility for the consequences of those decisions).
  • Third Level.  The development of judgment, strategic perspective and vision.