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International In-house Counsel Journal
Vol. 9, No. 33, Autumn 2015, 1
International In-house Counsel Journal ISSN 1754-0607 print/ISSN 1754-0607 online
On Giving Advice:
Maximizing Value for Your Client
BRYAN YEAZEL
Executive Vice President & Chief Operating Officer
Stock Building Supply Holdings, Inc, USA
The practice of law is a service. Yet few in-house lawyers are assessed on the quality of
their service and fewer still actually inquire about it. After nearly a decade serving as the
general counsel of a national building materials and service provider, I was asked to
move into a chief operating officer role. During that process, I had an exhilarating
learning curve in my new role but also questioned whether I would have been a more
effective general counsel if I had spent more timing “walking in my client’s shoes” so
that I could service them better.
My resounding answer was “yes”. Fortunately, I have had mostly great clients who
invited me into their decision-making processes. So I already knew that leading a
business was fundamentally taxing. But it was clear to me in my new role how much
legal advisors can impact operational performance – positively or negatively – and,
importantly, how little most legal advisors actually understand that fact.
This article is intended for in-house corporate counsel. Many of these items may be self-
evident for successful lawyers. It is to your credit if all of these issues seem rudimentary
and second nature to you. In my experience, the issues are not second nature to all – or
even most – in-house lawyers. My comments below are all intended to address a single
question: Have you really structured your work and your team with service in mind?
The advice below is divided into the following categories: 1) Understanding your client’s
mentality, 2) Building the right legal team, 3) Communicating with your client, 4)
Maximizing your effectiveness, and 5) Structuring your schedule for success.
I. Understanding Your Client’s Mentality
Most lawyers are accustomed to the spotlight. People seek their advice and they are used
to delivering it in the best manner they know. Normally, lawyers are earnest about how
they approach this advice-giving process and have good intentions. But too few lawyers
commence the process of giving advice by orienting themselves in their client’s business
or, even more specifically, in their client’s mentality. That process is not taught in law
school. But it should be as lawyers are often built for digesting massive quantities of
information in a short period of time and planning a course of action. They just normally
do not apply that skill to the process of familiarizing themselves with their client’s
business rather than the facts of a discrete issue. But understanding the full business
ecosystem can pay huge dividends. Below are a few points for in-house lawyers to
consider as they begin working with a company:
1) The purpose of your business is not the law (usually). And you should make it
clear that you understand that fact and share your client’s goals. When asked what
they do for a living, how refreshing it is to hear the general counsel of a software
company say “I sell software” or a general counsel of a pharmaceutical company
say “I work for a company that sells pharmaceuticals.” All too often, lawyers
2 Bryan Yeazel
respond “I am lawyer” and leave it at that as if their lofty professional status is
sufficiently descriptive and their Company is merely a vehicle to get a pay check.
In some ways, this gets to the heart of a peculiar psychology that exists in many
legal departments where the lawyers are somehow in the Company but not of the
Company. The law and leadership often call on lawyers to be “gatekeepers” or
“watch dogs”. Where prudent, requested by the client or required by law, lawyers
absolutely should play those roles. But the heart of lawyering is advocacy. And
there is no better way to bolster your advocacy than to understand what your client
does and what they are trying to accomplish. The law is often ancillary to your
client’s goals and understanding that fact drives a thousand other decisions from
how to staff your department to how and when to dispose of litigation to how you
manage contractual reviews.
2) Read incessantly to understand the basic rubric of business, finance and
strategy. To your internal clients, the law is often monolithic. They can learn
about discrete issues and many seasoned business executives have a good sense for
core areas of the law. But in general, it is difficult for a client to rapidly learn about
the law. However, you can and should attempt to learn the fundamentals of
business, finance and strategy. Airport newsstands are littered with the latest books
on business. You don’t need to trifle with all of them. Some books are classic,
fundamentally sound primers and you may consider investing your time on at least
those books.1
3) Your internal clients have complex jobs. Help them solve problems. For a
lawyer, nothing precedes irrelevance more than a client concluding that his or her
advice is detached from the realities of the client’s business. If you engage with
that singular fact in mind, you will find yourself committed to helping your clients
build a productive business, institution or agency. Meet them in their reality and
understand they have challenging jobs that are untidy, normally uncertain, often
unclear and decidedly not black and white. In fact, your clients are often charged
with leading massive change management initiatives, getting thousands of people
with different agendas to walk in the same direction, dealing with real customers
and real suppliers with frequently competing interests, recruiting and retaining top
talent, among other issues. So the focus should be on how you help them execute
and deliver. Lawyers are natural problem solvers and can add tremendous value by
simplifying some of the complexity in your area.
1
For a general primer on the financial and business acumen topics, I recommend you consider the following
titles: What the CEO Wants You to Know: Using Business Acumen to Understand How Your Company Really
Works, Ram Charan, Crown Business (2001); Financial Intelligence: A Manager’s Guide to Knowing What the
Numbers Really Mean, Revised Edition, Karen Berman, Joe Knight, and John Case (2013); Harvard Business
Review Guide to Finance Basics for Managers (HBR Guide Series), Harvard Business Review (2012). The
literature on corporate strategy is massive but you may consider reviewing the following titles: Competitive
Strategy: Techniques for Analyzing Industries and Competitors, Michael E. Porter, Free Press (1998); Blue
Ocean Strategy: How to Create Uncontested Market Space and Make Competition Irrelevant, W. Chan Kim
and Renee Mauborgne, Harvard Business Press (2005); The Innovator’s Dilemma: The Revolutionary Book
That Will Change the Way You Do Business, Clayton M. Christensen, Harper Business (2011). If you are
interested in familiarizing yourself with basic process and continuous improvement tools including Lean and
Six Sigma, you may want to consider: Creating a Lean Culture: Tools to Sustain Lean Conversions, David
Mann, Productivity Press (2014); The Remedy: Bringing Lean Thinking Out of the Factory to Transform the
Entire Organization, Pascal Dennis, Wiley (2010); The Lean Startup: How Today’s Entrepreneurs Use
Continuous Innovation to Create Radically Successful Businesses, Crown Business (2013); and The Toyota
Way: 14 Management Principles from the World’s Greatest Manufacturer, Jeffrey Liker, McGraw-Hill
Education (2004). If you would like to familiarize yourself with a few noteworthy books on effective
management, you may want to consider the following titles: The Effective Executive: The Definitive Guide to
Getting the Right Things Done, Peter F. Drucker, HarperBusiness (1976); Execution: The Discipline of Getting
Things Done, Larry Bossidy and Ram Charan, Crown Business (2002); and Good to Great: Why Some
Companies Make the Leap…And Others Don’t, Jim Collins, HarperBusiness (2001).
Maximizing Value 3
4) Understand what your client wants you to know about your business. High-
performing executives spend a great deal of time aligning their teams. That process
is harder than it looks and business executives usually appreciate it when key
leaders ask for clarification about their goals and pain points. That is because that
discussion helps align the team so the company may be successful. So when you
speak with the CEO, COO or CFO, ask how he or she thinks about the business,
strategy, investor sentiment, key accounting issues and enterprise risks, etc. For
other key interdependencies, invest the time to understand the opportunities they
see for the legal department but also, importantly, the opportunities and challenges
they see generally for their functional centers of excellence. Lawyers can often be
constructive in alleviating these pain points. But understanding the challenges is
the first step to delivering that value. The job is about helping the Company
achieve its objectives in the most efficient means possible.
5) Understand the Situational Geometry. A wise general counsel will avoid
internal politics wherever possible. Any benefit that comes from engaging in
internal politics is short-lived. Credibility is the heart of a general counsel’s
authority and he or she must be known as an “honest broker”. To be clear, that
does not mean that you should be unaware of the angles that your key stakeholders
pursue in service of their own interests. Knowing this “situational geometry” is
important not for your own purposes but to be sure that the full weight and
authority of the legal department is not being used improperly in service of
someone else’s agenda.
II. Communicating with Your Client
For most outside lawyers, there is a luxury in providing advice periodically, or sometimes
even on a single occasion. Outside lawyers really do not need to spend much time
adjusting to their client’s communication style. In fact, it is more likely that the client
may adjust to the outside lawyer’s communication style. Those dynamics reverse almost
entirely for in-house lawyers. For insiders, learning their client’s communication style
and adapting to it is essential and almost always the difference between being effective
and not. The notes below provide a few suggestions on communicating with your client:
1) Be brief. And when you think you can’t be, reconsider it and then be brief.
According to a study performed by Microsoft Corporation, the average human’s
attention span is 8 seconds.2
If you believe Microsoft, that’s shorter than the
attention span of a goldfish. Focus and attention are among the scarcest of
resources in business and an inside lawyer can help their business partners focus.
Wise inside lawyers understand brevity is powerful. But it takes effort to be brief.
Blaise Pascal, the French mathematician and philosopher, is often quoted as
starting a letter with a variation of “I made this letter very long because I did not
have the time to make it shorter.” Lawyers are no different. It’s not hard to catalog
every fact and issue that is possibly germane – however unlikely - to an issue.
That’s just typing and talking. But if your clients wanted to be wowed by a searing
intellect for the sake of intellect, they will just hang out at a TED lecture. The real
work is (a) exercising judgment on behalf of your client to delineate between
important issues and trivial issues and (b) considering the most efficient and
clearest way of conveying that information to the client. Lawyers are paid for
distilling information into a few, salient, actionable points. That is the job. And for
exceptional lawyers, that is usually their greatest skill. So why not use it?
2
Attention Spans: Consumer Insights, Microsoft Canada, Spring 2015.
http://advertising.microsoft.com/en/cl/31966/how-does-digital-affect-canadian-attention-spans
4 Bryan Yeazel
2) Communicate Purposefully and Never Waste Your Client’s Time. Eloquence
is overrated. So are long meetings. Your clients should not feel like they are about
to be thrown into an inescapable tar pit when you darken their door and ask to
meet. When they see you, their first thought should not be “How much of my time
is this maundering bore going to waste?” If you want to efficiently apprise your
clients on the status of their matters but also accomplish their objectives (e.g.,
closing the deal, resolving the claim), you should invest a few minutes prior to the
meeting to structure the discussion. People differ but one format to consider is the
following:
a) The Goal: Explain why you are meeting and what you need to accomplish
before the meeting is over (e.g., decision, clarify roles, assign work, etc.).
Business is suspenseful without any help from the legal team. Start your
discussions with the “end” in mind.
b) Facts / Analysis: Explain the facts and situation briefly and then describe
your analysis and any assumptions you are making.
c) Explain the Options: Briefly explain the client’s options. If the options
will require significant descriptive details, you should briefly explain all of
the options at the beginning of the conversation and then give the details on
each option so you client always has a good picture of the forest before you
take them into the trees.
d) Make a Clear Recommendation: Don’t equivocate. Don’t solely explain
the merits and demerits of the issue or speak out of both sides of your
mouth. Don’t assume that your client magically has all of the background,
history and research that you accumulated in the 40 hours you spent
researching the issues. Your client likely assumes you will warn them off
from a disastrous decision. So muster every ounce of your collected
wisdom and offer a clear recommendation. Business is about taking
calculated risks and your client is asking you to put your reputation behind
your advice. That hardly seems unreasonable. Giving advice is, after all,
what you do for a living.
3) Know what you don’t know. Smart, secure lawyers know when they need help
and are not afraid to admit it. Be careful not to destroy your credibility by
purporting to have expertise that you do not have. For example, if you are not a tax
attorney or an experienced deal lawyer, you probably should not act like you are a
world-renowned expert on the horizontal double-dummy tax-free merger structure
just because you read a memo on the Internet. Or, if you aren’t experienced in
securities law, you shouldn’t represent that you are just because you know how to
read statutes. Failing to know what you don’t know can cause you to give bad
advice. Almost importantly, it can cause you to lose your credibility on other
issues where you actually do have expertise.
4) Format Matters. You need to speak in your client’s language. If your client
prefers to discuss an issue using a bulleted chart, you should oblige. Similarly, if
your client prefers to decide an issue in financial terms and would rather have a
legal discussion around a spreadsheet, you should accommodate. It’s becoming
less common but I am always amused that some lawyers think they are exempt
from using the technological tools that most companies use today to communicate
(e.g., PowerPoint, Excel, etc.). The prospect of learning these tools or
communicating in bullets the way your client wants may unnerve you. But you
should get over it as your internal clients do not want to waste effort translating
your long memo into a format that their manager will want to see. Lastly, consider
avoiding any instance where you treat your board of directors like a court of law.
Maximizing Value 5
For example, you may consider avoiding any extensive legal citations in
memoranda or other correspondence that is presented to the board. Many board
members are not able to access the legal citations even if they desire to and
unfortunately many general counsels make the materials presented to their boards
more inscrutable than necessary by trying to “show all of their work” to an
audience that already trusts them by virtue of them having their role.
5) Constantly “replay” the facts and issues when speaking with your client. This
will ensure you focus on real and not phantom problems. Most business clients
don’t come to their lawyer with a fully formed legal question. Rather, they have a
fact pattern and a generalized – albeit often vague – awareness that they need
advice on some portion of their fact pattern. They count on you to spot the issues.
They count on you to distill the facts, dismiss irrelevancies and focus on the crux
of the issue. Part of making sure that you have properly distilled the facts is to
frequently summarize the facts and issues and play them back to your client. This
does not need to be formal. It’s fair (and often appreciated) for an attorney to say
“I think I am following you but let me make sure I have the facts straight. This is
what I heard you say….Is that right?” This replay is where you ensure that you are
aligned with your client. An in-house lawyer’s worst nightmare is irrelevancy.
Where a business person spends time seeking counsel, explaining the facts and
answering questions, it is critical that his or her lawyer actually understand and
appreciate the issue. It is often a bad sign when an internal client says “you
answered a legal question…but it wasn’t my legal question”. Constantly replaying
the facts and issues ensures you are aligned to your client.
6) Avoid Condescension. Condescension kills attorney-client relationships. Nobody
desires to surround themselves with people who talk down to them. But many
lawyers unfortunately condescend in a misguided exhibition of their erudition. To
avoid this, you should consider the right bridge phrases that may key your client
into the fact that you are sharing information that likely affects a decision in a
manner that allows them to save face in a public setting. For example, you may
consider introducing a difficult topic with the phrase “as you know” instead of
saying, “I know some things you don’t know and you should listen to me”.
7) Mind the small courtesies of working on a team. You should return phone calls
and emails promptly and ensure your team does the same. When your client says
they really need you, a valued advisor will drop what he or she is doing and help.
A good lawyer cannot be unavailable. The best lawyer-client relationships are no
different than the best business relationships, or in fact, any relationships. They
presume your partner will be there in the trenches with you at the most
inopportune times - odd hours, weekends, holidays. Where you or your team
members fail at the small courtesies of returning calls and emails promptly, your
client may not conclude that you are overworked. Rather, they may conclude that
if you cannot even return calls promptly, how could you ever be counted on when
the stakes really matter.
III.Building the Right Legal Team
1) Hire the Right People. A general counsel has no more important task than hiring
the right people. In some regards, lawyers are not like other employees. If you
recruit and develop top talent, that talent will deliver 10x+ their cost in real value
(profit opportunities, cost avoidance, liability mitigation, etc.). Conversely, weak
lawyers can destroy value disproportionately. They can destroy value in ways that
show up in the P&L but that are difficult to trace back to the legal function. For
example, a weak lawyer may miss obvious contractual issues that manifest years
later. Or an incompetent litigator may mishandle a piece of bet-the-company
6 Bryan Yeazel
litigation or draw regulatory scrutiny by not responding in the proper way to an
inquiry. Ironically, as a group, lawyers have some of the least scrutinizing hiring
practices in any profession. This is a colossal mistake. Recent research is clear that
certain characteristics drive performance more than others and that you can screen
some of those characteristics during the hiring process. For example, if you are
building a capable legal function, you should be mindful of the research that
makes it clear how important it is to hire the right talent because of the positive or
negative ripple effects. “A” players tend to hire other “A” players and less talented
people (including lawyers) tend to recruit weaker talent (e.g., because they do not
know what top talent “looks like” or they are insecure and want to ensure they are
able to outshine others on the team).3
Similarly, you should consider top-grading
or other hiring methodologies to understand how much of an action-bias a
prospective candidate may have or how aggressively they live up to commitments.
In a legal department, in particular, it is important to hire people who are self-
directed who can bring new ideas into your company rather than people who may
be smart but otherwise wait around to be told what to do. Importantly, you can
build your aptitude for bringing in top talent and you should.4
Despite
conventional wisdom among lawyers, the process of hiring top talent is becoming
more scientific than at any point in history. Between proven hiring methodologies
and constantly evolving diagnostics, a wise general counsel will bias their
recruiting processes for success.
2) Crush the egos. Many lawyers have a high opinion of themselves. It usually takes
less than five minutes of conversation to emerge. You hear their irrepressible
condescension towards their operations or business leaders (e.g., “I gave them the
right advice but, of course, why would they listen to someone who graduated top
in her class and worked at one of the world’s largest law firms…”). One of my
early mentors used to say “there are no great lawyers. Only good lawyers with
great clients.” Her point stuck with me. Practicing law is a privilege. The fact that
you are in a position to advise on important issues is often a function of your
client’s work (strategic, operational or otherwise) rather than yours. So be sure
your team members leave their egos at the door and understand they are on the
same team as their internal clients. Their value to the enterprise is usually only as
great as their ability to relate and help their internal clients accomplish their
objectives.
3) The number of laws proliferates each year and your team needs to keep up.
The body of law never shrinks. It only grows. And you need to keep your team
sharp by investing in staff development. You may not recover if your internal
clients develop a view that they know the critical laws affecting your business
better than the company’s legal team. The expansion of the law is exponential and
not linear. In 1947, the Federal Register, which is where laws are published in the
United States, had 8,902 pages. In 2013, the same Federal Register had 80,462
pages.5
That is an 803% increase in annually published laws in the past 70 years
and the number appears to grow each year. Some commentators estimate that in
3
“What CEO Characteristics and Abilities Matter?” S. N. Kaplan, M. M. Klebanov and Morten Sorensen, The
Journal of Finance, May 21, 2012 (citing data provided by G. Smart and R. Street of ghSmart).
4
In matters of talent acquisition, there is an ocean of mediocre literature available to peruse. Recruiting the right
people to your organization is the most important act a leader makes and you may consider reviewing the
following titles: Who, G. Smart and R. Street, ghSmart (2008); Topgrading: and The Proven Hiring and
Promoting Method That Turbocharges Company Performance, Bradford D. Smart, Portfolio (2012).
5
Office of the Federal Register, United States Government, Chart titled OFR-STATISTICS-CHARTS-ALL1-1-
1-2014, https://www.federalregister.gov/blog/learn/tutorials (viewed on September 26, 2015)
Maximizing Value 7
the United States, there are 3,000 to 4,000 new laws passed each year.6
If you do
not force your team to stay on a steep learning curve regarding legal and other
developments, you are not doing your job. Smart general counsels tend to hire
people who are well-qualified (education, experience, accomplishments, etc.). But
that foundation is never sufficient as their required area of expertise continues
expanding. Your training does not need to cost a lot. Most law firms welcome the
opportunity to provide a legal or regulatory update for free. And most departments
normally have bright, ambitious lawyers who want to take the initiative to update
their colleagues. Where you have that, you should give them the floor to educate
the rest of the team. Importantly, lawyers should never focus solely on substantive
changes in the law. In my opinion, you can use simulations and other exercises to
drive skill development. For example, negotiation is a skill that can be taught and
measured but most lawyers rest on whatever knowledge they picked up in law
school or early private practice. That is a missed opportunity.
4) Make the right expense trade-offs to give your team the right resources. I have
unfortunately seen general counsels congratulate themselves for avoiding a
$10,000 annual electronic research subscription fee while simultaneously paying
an outside law firm $30,000 for advice they could have researched on their own
had they purchased the electronic subscription. Ultimately, legal advice is
expensive and your should consider the whole expense ecosystem in order to
deliver the lowest overall cost to your client and to keep your legal team trained
and primed for their next assignment.
IV.Maximizing Your Effectiveness
1) A good general counsel is in the middle of key business decisions. If he or she is
not, then he or she probably is not effective. A prerequisite of “good” advice is that
it be informed. And being informed means being involved in key meetings,
reviewing the materials involved in making important decisions and being actively
engaged with business leadership. Most long-tenured general counsels I know can
point to a moment in their career when they realized their colleagues valued their
advice and input on business topics and not just legal topics. Good in-house
lawyers aspire to reach that point and then fiercely protect that relationship once it
is earned.
2) Delay is costly and you should develop a keen understanding of opportunity
cost. You are destined to fail the minute you think your client should have to wait
for your advice. The price tag for a legal department’s failure to timely review a
contract may not just be agitation and internal angst. Rather, business moves
quickly and your team’s failure to expeditiously review an internal client’s
contract may cost the company a profitable opportunity. The lost profit is not just
your client’s problem; it’s your problem. I have never understood why lawyers
often fail to appreciate this point. Delay caused by a slow or inefficient legal team
is no different than delay caused by a plant manager whose inefficient processes
cause the company to miss a delivery deadline. Both delays potentially can have
the same effect.
3) Be Practical. Always. Your clients do not think you are the Oracle of Delphi so
don’t waste your energy trying to act like it. They are not looking to you for
infinite wisdom or an academic explication of the law. They want practical,
6
Meghan Ashford Grooms, citing James Gattuso, Senior Policy Fellow at the Heritage Foundation, AUSTIN
AMERICAN-STATESMEN, “Ron Paul Says 40,000 New Laws Were ‘put on the books’ on the first day of 2012”,
April 27, 2012, viewed on the following webpage: http://www.politifact.com/texas/statements/2012/apr/27/ron-
paul/ron-paul-says-40000-new-laws-were-put-books-first-/
8 Bryan Yeazel
accurate advice so they can continue with their day job that generally has nothing
to do with the law.
4) Leave “central casting” to Hollywood. Focus on giving good advice rather than
the advice you think people expect to hear. I have met many lawyers that spend
more time trying to dress, speak and act like lawyers than on making sure their
advice is pitch perfect for their client’s situation. Your clients need you more
focused on being right than looking right. The only good lawyers are smart,
thoughtful lawyers. Everything else – appearance, saying what is expected,
“acting” like a lawyer – is all an irrelevant waste of time.
5) Where you can, do the cogitating for your client. Your client’s job is to make a
decision. Where you can avoid it, do not dump an avalanche of facts in their lap
and hope that they are able to instantaneously untangle those facts. It is frustrating
for a business executive to plan on a 15-minute meeting with internal counsel only
to be bombarded with a torrent of information that requires at least 60-minutes to
sort through. Where are you able, do some of the thinking for your client before
the meeting starts and let your client be good at his or her job – making the
decision based on your advice.
V. Structuring Your Schedule for Success
1) “Know thy time”. For a knowledge worker like a lawyer, time is the most
important tool for delivering value. So spend it wisely. The management observer
Peter Drucker once noted that “[e]ffective executives know that time is the
limiting factor” and that the “output limits of any process are set by the scarcest
resource.”7
This observation is as true for the general counsel as it is for the chief
executive. A good lawyer cannot create more hours in the day. Rather he or she is
limited to (a) investing their time on the highest value work and (b) leveraging his
or her staff to spend more time on value-added projects. Do your best to avoid the
oppression of urgent,but immaterial, issues by carving out a substantial part of
your day for truly impactful work.
2) Allocate your time on the most important issues. Not every assignment carries
the same importance. Before my first year in private law practice, I read a quote
from a speech that a former White House Counsel made to a graduating law class.
He advised them to “[p]ractice law with excellence, with pride in your product.
Treat every pleading, every brief, every contract, every letter, every daily task as if
your career will be judged on it.”8
This was marvelous advice for a recent law
graduate who had never given advice. I thought of it often during my first year of
practice and it inspired me to go the extra mile on every assignment to ensure my
analysis and work product were as close to perfect as possible. Unfortunately,
most corporate executives, including general counsel, do not have the luxury of
time or a clean desk. They need to move quickly and focus their energies on the
highest value work. And that means recognizing your career likely will not be
judged by each individual assignment and probably will be judged by the how you
manage the full body of work in your department with special emphasis placed on
the most significant matters on which you advised. Your business partners know
that some issues warrant attention more than others and want you to manage their
legal needs in the same way.
3) You may relieve more pain for your client by choosing to not give advice on
some topics. When it comes to low-risk repetitive legal needs, good general
counsels develop strong, repeatable processes that do not require much lawyer
7
Peter F. Drucker, The Effective Executive: The Definitive Guide to Getting the Right Things Done, 1967, p. 25.
8
Vincent W. Foster, Jr., Roads We Should Travel, Commencement Address to the University of Arkansas Law School, May 8,
1993, http://www2.mnbar.org/digest/speeches.htm#foster (emphasis added).
Maximizing Value 9
time and can be delegated. That is what your clients do to make their businesses
better using LEAN Six Sigma and other process disciplines. They expect the same
from you. Your clients likely do not think you are a martyr when you toil in your
office until midnight to finalize a basic, lightly negotiated document like a non-
disclosure agreement or certificate. More likely, they think you are inefficient and
wonder why you have not created a forms library that they can use on their own
and seek your advice in non-standard situations. By streamlining legal workflow,
you can eliminate non-value added work from your day and actually improve life
for your internal clients.
Conclusion
The practice of law is an enormous privilege. And the profession is populated with
immensely talented, well-educated and thoughtful people. Every legal job comes with its
own unique set of benefits and challenges and the in-house counsel job is no different.
Astute in-house counsel will invest the time to “walk a mile in their client’s shoes” so
that they can build a durable, effective attorney-client relationship.
***
Bryan Yeazel is the Executive Vice President & Chief Operating Officer of Stock
Building Supply Holdings, Inc. and leads the company’s operating businesses and
integrated supply chain including souricng, procurement, product management, fleet,
logistics and environmental, health and safety. Bryan most recently served as Executive
Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary
for the Company where he managed key administrative functions including legal, human
resources, marketing, health and safety and integrated supply chain (sourcing,
replenishment, product management and operational improvement). Prior to joining the
company in 2005, Bryan was with Hunton & Williams LLP in its global capital markets /
mergers and acquisitions practice group where he represented clients in the U.S. and
Europe on mergers and acquisitions, commercial issues and corporate finance. Prior to
law school, Bryan was with Capital One Financial in Richmond, Virginia. He holds an
undergraduate degree from Wake Forest University and law degree from the University
of Notre Dame. In addition, he attended executive education programs at the International
Institute for Management Development in Lausanne, Switzerland and Harvard Business
School. Bryan is a native of southern California.
Stock Building Supply Holdings, Inc. (NASDAQ: STCK) is a a publicly traded
distributor of building materials to professional home builders in the United States. Stock
Building Supply has approximately 2,800 employees in multiple jurisdictions.

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On Giving Advice - Maximizing Client Value (Intl Inhouse Counsel Journal - 2015)

  • 1. International In-house Counsel Journal Vol. 9, No. 33, Autumn 2015, 1 International In-house Counsel Journal ISSN 1754-0607 print/ISSN 1754-0607 online On Giving Advice: Maximizing Value for Your Client BRYAN YEAZEL Executive Vice President & Chief Operating Officer Stock Building Supply Holdings, Inc, USA The practice of law is a service. Yet few in-house lawyers are assessed on the quality of their service and fewer still actually inquire about it. After nearly a decade serving as the general counsel of a national building materials and service provider, I was asked to move into a chief operating officer role. During that process, I had an exhilarating learning curve in my new role but also questioned whether I would have been a more effective general counsel if I had spent more timing “walking in my client’s shoes” so that I could service them better. My resounding answer was “yes”. Fortunately, I have had mostly great clients who invited me into their decision-making processes. So I already knew that leading a business was fundamentally taxing. But it was clear to me in my new role how much legal advisors can impact operational performance – positively or negatively – and, importantly, how little most legal advisors actually understand that fact. This article is intended for in-house corporate counsel. Many of these items may be self- evident for successful lawyers. It is to your credit if all of these issues seem rudimentary and second nature to you. In my experience, the issues are not second nature to all – or even most – in-house lawyers. My comments below are all intended to address a single question: Have you really structured your work and your team with service in mind? The advice below is divided into the following categories: 1) Understanding your client’s mentality, 2) Building the right legal team, 3) Communicating with your client, 4) Maximizing your effectiveness, and 5) Structuring your schedule for success. I. Understanding Your Client’s Mentality Most lawyers are accustomed to the spotlight. People seek their advice and they are used to delivering it in the best manner they know. Normally, lawyers are earnest about how they approach this advice-giving process and have good intentions. But too few lawyers commence the process of giving advice by orienting themselves in their client’s business or, even more specifically, in their client’s mentality. That process is not taught in law school. But it should be as lawyers are often built for digesting massive quantities of information in a short period of time and planning a course of action. They just normally do not apply that skill to the process of familiarizing themselves with their client’s business rather than the facts of a discrete issue. But understanding the full business ecosystem can pay huge dividends. Below are a few points for in-house lawyers to consider as they begin working with a company: 1) The purpose of your business is not the law (usually). And you should make it clear that you understand that fact and share your client’s goals. When asked what they do for a living, how refreshing it is to hear the general counsel of a software company say “I sell software” or a general counsel of a pharmaceutical company say “I work for a company that sells pharmaceuticals.” All too often, lawyers
  • 2. 2 Bryan Yeazel respond “I am lawyer” and leave it at that as if their lofty professional status is sufficiently descriptive and their Company is merely a vehicle to get a pay check. In some ways, this gets to the heart of a peculiar psychology that exists in many legal departments where the lawyers are somehow in the Company but not of the Company. The law and leadership often call on lawyers to be “gatekeepers” or “watch dogs”. Where prudent, requested by the client or required by law, lawyers absolutely should play those roles. But the heart of lawyering is advocacy. And there is no better way to bolster your advocacy than to understand what your client does and what they are trying to accomplish. The law is often ancillary to your client’s goals and understanding that fact drives a thousand other decisions from how to staff your department to how and when to dispose of litigation to how you manage contractual reviews. 2) Read incessantly to understand the basic rubric of business, finance and strategy. To your internal clients, the law is often monolithic. They can learn about discrete issues and many seasoned business executives have a good sense for core areas of the law. But in general, it is difficult for a client to rapidly learn about the law. However, you can and should attempt to learn the fundamentals of business, finance and strategy. Airport newsstands are littered with the latest books on business. You don’t need to trifle with all of them. Some books are classic, fundamentally sound primers and you may consider investing your time on at least those books.1 3) Your internal clients have complex jobs. Help them solve problems. For a lawyer, nothing precedes irrelevance more than a client concluding that his or her advice is detached from the realities of the client’s business. If you engage with that singular fact in mind, you will find yourself committed to helping your clients build a productive business, institution or agency. Meet them in their reality and understand they have challenging jobs that are untidy, normally uncertain, often unclear and decidedly not black and white. In fact, your clients are often charged with leading massive change management initiatives, getting thousands of people with different agendas to walk in the same direction, dealing with real customers and real suppliers with frequently competing interests, recruiting and retaining top talent, among other issues. So the focus should be on how you help them execute and deliver. Lawyers are natural problem solvers and can add tremendous value by simplifying some of the complexity in your area. 1 For a general primer on the financial and business acumen topics, I recommend you consider the following titles: What the CEO Wants You to Know: Using Business Acumen to Understand How Your Company Really Works, Ram Charan, Crown Business (2001); Financial Intelligence: A Manager’s Guide to Knowing What the Numbers Really Mean, Revised Edition, Karen Berman, Joe Knight, and John Case (2013); Harvard Business Review Guide to Finance Basics for Managers (HBR Guide Series), Harvard Business Review (2012). The literature on corporate strategy is massive but you may consider reviewing the following titles: Competitive Strategy: Techniques for Analyzing Industries and Competitors, Michael E. Porter, Free Press (1998); Blue Ocean Strategy: How to Create Uncontested Market Space and Make Competition Irrelevant, W. Chan Kim and Renee Mauborgne, Harvard Business Press (2005); The Innovator’s Dilemma: The Revolutionary Book That Will Change the Way You Do Business, Clayton M. Christensen, Harper Business (2011). If you are interested in familiarizing yourself with basic process and continuous improvement tools including Lean and Six Sigma, you may want to consider: Creating a Lean Culture: Tools to Sustain Lean Conversions, David Mann, Productivity Press (2014); The Remedy: Bringing Lean Thinking Out of the Factory to Transform the Entire Organization, Pascal Dennis, Wiley (2010); The Lean Startup: How Today’s Entrepreneurs Use Continuous Innovation to Create Radically Successful Businesses, Crown Business (2013); and The Toyota Way: 14 Management Principles from the World’s Greatest Manufacturer, Jeffrey Liker, McGraw-Hill Education (2004). If you would like to familiarize yourself with a few noteworthy books on effective management, you may want to consider the following titles: The Effective Executive: The Definitive Guide to Getting the Right Things Done, Peter F. Drucker, HarperBusiness (1976); Execution: The Discipline of Getting Things Done, Larry Bossidy and Ram Charan, Crown Business (2002); and Good to Great: Why Some Companies Make the Leap…And Others Don’t, Jim Collins, HarperBusiness (2001).
  • 3. Maximizing Value 3 4) Understand what your client wants you to know about your business. High- performing executives spend a great deal of time aligning their teams. That process is harder than it looks and business executives usually appreciate it when key leaders ask for clarification about their goals and pain points. That is because that discussion helps align the team so the company may be successful. So when you speak with the CEO, COO or CFO, ask how he or she thinks about the business, strategy, investor sentiment, key accounting issues and enterprise risks, etc. For other key interdependencies, invest the time to understand the opportunities they see for the legal department but also, importantly, the opportunities and challenges they see generally for their functional centers of excellence. Lawyers can often be constructive in alleviating these pain points. But understanding the challenges is the first step to delivering that value. The job is about helping the Company achieve its objectives in the most efficient means possible. 5) Understand the Situational Geometry. A wise general counsel will avoid internal politics wherever possible. Any benefit that comes from engaging in internal politics is short-lived. Credibility is the heart of a general counsel’s authority and he or she must be known as an “honest broker”. To be clear, that does not mean that you should be unaware of the angles that your key stakeholders pursue in service of their own interests. Knowing this “situational geometry” is important not for your own purposes but to be sure that the full weight and authority of the legal department is not being used improperly in service of someone else’s agenda. II. Communicating with Your Client For most outside lawyers, there is a luxury in providing advice periodically, or sometimes even on a single occasion. Outside lawyers really do not need to spend much time adjusting to their client’s communication style. In fact, it is more likely that the client may adjust to the outside lawyer’s communication style. Those dynamics reverse almost entirely for in-house lawyers. For insiders, learning their client’s communication style and adapting to it is essential and almost always the difference between being effective and not. The notes below provide a few suggestions on communicating with your client: 1) Be brief. And when you think you can’t be, reconsider it and then be brief. According to a study performed by Microsoft Corporation, the average human’s attention span is 8 seconds.2 If you believe Microsoft, that’s shorter than the attention span of a goldfish. Focus and attention are among the scarcest of resources in business and an inside lawyer can help their business partners focus. Wise inside lawyers understand brevity is powerful. But it takes effort to be brief. Blaise Pascal, the French mathematician and philosopher, is often quoted as starting a letter with a variation of “I made this letter very long because I did not have the time to make it shorter.” Lawyers are no different. It’s not hard to catalog every fact and issue that is possibly germane – however unlikely - to an issue. That’s just typing and talking. But if your clients wanted to be wowed by a searing intellect for the sake of intellect, they will just hang out at a TED lecture. The real work is (a) exercising judgment on behalf of your client to delineate between important issues and trivial issues and (b) considering the most efficient and clearest way of conveying that information to the client. Lawyers are paid for distilling information into a few, salient, actionable points. That is the job. And for exceptional lawyers, that is usually their greatest skill. So why not use it? 2 Attention Spans: Consumer Insights, Microsoft Canada, Spring 2015. http://advertising.microsoft.com/en/cl/31966/how-does-digital-affect-canadian-attention-spans
  • 4. 4 Bryan Yeazel 2) Communicate Purposefully and Never Waste Your Client’s Time. Eloquence is overrated. So are long meetings. Your clients should not feel like they are about to be thrown into an inescapable tar pit when you darken their door and ask to meet. When they see you, their first thought should not be “How much of my time is this maundering bore going to waste?” If you want to efficiently apprise your clients on the status of their matters but also accomplish their objectives (e.g., closing the deal, resolving the claim), you should invest a few minutes prior to the meeting to structure the discussion. People differ but one format to consider is the following: a) The Goal: Explain why you are meeting and what you need to accomplish before the meeting is over (e.g., decision, clarify roles, assign work, etc.). Business is suspenseful without any help from the legal team. Start your discussions with the “end” in mind. b) Facts / Analysis: Explain the facts and situation briefly and then describe your analysis and any assumptions you are making. c) Explain the Options: Briefly explain the client’s options. If the options will require significant descriptive details, you should briefly explain all of the options at the beginning of the conversation and then give the details on each option so you client always has a good picture of the forest before you take them into the trees. d) Make a Clear Recommendation: Don’t equivocate. Don’t solely explain the merits and demerits of the issue or speak out of both sides of your mouth. Don’t assume that your client magically has all of the background, history and research that you accumulated in the 40 hours you spent researching the issues. Your client likely assumes you will warn them off from a disastrous decision. So muster every ounce of your collected wisdom and offer a clear recommendation. Business is about taking calculated risks and your client is asking you to put your reputation behind your advice. That hardly seems unreasonable. Giving advice is, after all, what you do for a living. 3) Know what you don’t know. Smart, secure lawyers know when they need help and are not afraid to admit it. Be careful not to destroy your credibility by purporting to have expertise that you do not have. For example, if you are not a tax attorney or an experienced deal lawyer, you probably should not act like you are a world-renowned expert on the horizontal double-dummy tax-free merger structure just because you read a memo on the Internet. Or, if you aren’t experienced in securities law, you shouldn’t represent that you are just because you know how to read statutes. Failing to know what you don’t know can cause you to give bad advice. Almost importantly, it can cause you to lose your credibility on other issues where you actually do have expertise. 4) Format Matters. You need to speak in your client’s language. If your client prefers to discuss an issue using a bulleted chart, you should oblige. Similarly, if your client prefers to decide an issue in financial terms and would rather have a legal discussion around a spreadsheet, you should accommodate. It’s becoming less common but I am always amused that some lawyers think they are exempt from using the technological tools that most companies use today to communicate (e.g., PowerPoint, Excel, etc.). The prospect of learning these tools or communicating in bullets the way your client wants may unnerve you. But you should get over it as your internal clients do not want to waste effort translating your long memo into a format that their manager will want to see. Lastly, consider avoiding any instance where you treat your board of directors like a court of law.
  • 5. Maximizing Value 5 For example, you may consider avoiding any extensive legal citations in memoranda or other correspondence that is presented to the board. Many board members are not able to access the legal citations even if they desire to and unfortunately many general counsels make the materials presented to their boards more inscrutable than necessary by trying to “show all of their work” to an audience that already trusts them by virtue of them having their role. 5) Constantly “replay” the facts and issues when speaking with your client. This will ensure you focus on real and not phantom problems. Most business clients don’t come to their lawyer with a fully formed legal question. Rather, they have a fact pattern and a generalized – albeit often vague – awareness that they need advice on some portion of their fact pattern. They count on you to spot the issues. They count on you to distill the facts, dismiss irrelevancies and focus on the crux of the issue. Part of making sure that you have properly distilled the facts is to frequently summarize the facts and issues and play them back to your client. This does not need to be formal. It’s fair (and often appreciated) for an attorney to say “I think I am following you but let me make sure I have the facts straight. This is what I heard you say….Is that right?” This replay is where you ensure that you are aligned with your client. An in-house lawyer’s worst nightmare is irrelevancy. Where a business person spends time seeking counsel, explaining the facts and answering questions, it is critical that his or her lawyer actually understand and appreciate the issue. It is often a bad sign when an internal client says “you answered a legal question…but it wasn’t my legal question”. Constantly replaying the facts and issues ensures you are aligned to your client. 6) Avoid Condescension. Condescension kills attorney-client relationships. Nobody desires to surround themselves with people who talk down to them. But many lawyers unfortunately condescend in a misguided exhibition of their erudition. To avoid this, you should consider the right bridge phrases that may key your client into the fact that you are sharing information that likely affects a decision in a manner that allows them to save face in a public setting. For example, you may consider introducing a difficult topic with the phrase “as you know” instead of saying, “I know some things you don’t know and you should listen to me”. 7) Mind the small courtesies of working on a team. You should return phone calls and emails promptly and ensure your team does the same. When your client says they really need you, a valued advisor will drop what he or she is doing and help. A good lawyer cannot be unavailable. The best lawyer-client relationships are no different than the best business relationships, or in fact, any relationships. They presume your partner will be there in the trenches with you at the most inopportune times - odd hours, weekends, holidays. Where you or your team members fail at the small courtesies of returning calls and emails promptly, your client may not conclude that you are overworked. Rather, they may conclude that if you cannot even return calls promptly, how could you ever be counted on when the stakes really matter. III.Building the Right Legal Team 1) Hire the Right People. A general counsel has no more important task than hiring the right people. In some regards, lawyers are not like other employees. If you recruit and develop top talent, that talent will deliver 10x+ their cost in real value (profit opportunities, cost avoidance, liability mitigation, etc.). Conversely, weak lawyers can destroy value disproportionately. They can destroy value in ways that show up in the P&L but that are difficult to trace back to the legal function. For example, a weak lawyer may miss obvious contractual issues that manifest years later. Or an incompetent litigator may mishandle a piece of bet-the-company
  • 6. 6 Bryan Yeazel litigation or draw regulatory scrutiny by not responding in the proper way to an inquiry. Ironically, as a group, lawyers have some of the least scrutinizing hiring practices in any profession. This is a colossal mistake. Recent research is clear that certain characteristics drive performance more than others and that you can screen some of those characteristics during the hiring process. For example, if you are building a capable legal function, you should be mindful of the research that makes it clear how important it is to hire the right talent because of the positive or negative ripple effects. “A” players tend to hire other “A” players and less talented people (including lawyers) tend to recruit weaker talent (e.g., because they do not know what top talent “looks like” or they are insecure and want to ensure they are able to outshine others on the team).3 Similarly, you should consider top-grading or other hiring methodologies to understand how much of an action-bias a prospective candidate may have or how aggressively they live up to commitments. In a legal department, in particular, it is important to hire people who are self- directed who can bring new ideas into your company rather than people who may be smart but otherwise wait around to be told what to do. Importantly, you can build your aptitude for bringing in top talent and you should.4 Despite conventional wisdom among lawyers, the process of hiring top talent is becoming more scientific than at any point in history. Between proven hiring methodologies and constantly evolving diagnostics, a wise general counsel will bias their recruiting processes for success. 2) Crush the egos. Many lawyers have a high opinion of themselves. It usually takes less than five minutes of conversation to emerge. You hear their irrepressible condescension towards their operations or business leaders (e.g., “I gave them the right advice but, of course, why would they listen to someone who graduated top in her class and worked at one of the world’s largest law firms…”). One of my early mentors used to say “there are no great lawyers. Only good lawyers with great clients.” Her point stuck with me. Practicing law is a privilege. The fact that you are in a position to advise on important issues is often a function of your client’s work (strategic, operational or otherwise) rather than yours. So be sure your team members leave their egos at the door and understand they are on the same team as their internal clients. Their value to the enterprise is usually only as great as their ability to relate and help their internal clients accomplish their objectives. 3) The number of laws proliferates each year and your team needs to keep up. The body of law never shrinks. It only grows. And you need to keep your team sharp by investing in staff development. You may not recover if your internal clients develop a view that they know the critical laws affecting your business better than the company’s legal team. The expansion of the law is exponential and not linear. In 1947, the Federal Register, which is where laws are published in the United States, had 8,902 pages. In 2013, the same Federal Register had 80,462 pages.5 That is an 803% increase in annually published laws in the past 70 years and the number appears to grow each year. Some commentators estimate that in 3 “What CEO Characteristics and Abilities Matter?” S. N. Kaplan, M. M. Klebanov and Morten Sorensen, The Journal of Finance, May 21, 2012 (citing data provided by G. Smart and R. Street of ghSmart). 4 In matters of talent acquisition, there is an ocean of mediocre literature available to peruse. Recruiting the right people to your organization is the most important act a leader makes and you may consider reviewing the following titles: Who, G. Smart and R. Street, ghSmart (2008); Topgrading: and The Proven Hiring and Promoting Method That Turbocharges Company Performance, Bradford D. Smart, Portfolio (2012). 5 Office of the Federal Register, United States Government, Chart titled OFR-STATISTICS-CHARTS-ALL1-1- 1-2014, https://www.federalregister.gov/blog/learn/tutorials (viewed on September 26, 2015)
  • 7. Maximizing Value 7 the United States, there are 3,000 to 4,000 new laws passed each year.6 If you do not force your team to stay on a steep learning curve regarding legal and other developments, you are not doing your job. Smart general counsels tend to hire people who are well-qualified (education, experience, accomplishments, etc.). But that foundation is never sufficient as their required area of expertise continues expanding. Your training does not need to cost a lot. Most law firms welcome the opportunity to provide a legal or regulatory update for free. And most departments normally have bright, ambitious lawyers who want to take the initiative to update their colleagues. Where you have that, you should give them the floor to educate the rest of the team. Importantly, lawyers should never focus solely on substantive changes in the law. In my opinion, you can use simulations and other exercises to drive skill development. For example, negotiation is a skill that can be taught and measured but most lawyers rest on whatever knowledge they picked up in law school or early private practice. That is a missed opportunity. 4) Make the right expense trade-offs to give your team the right resources. I have unfortunately seen general counsels congratulate themselves for avoiding a $10,000 annual electronic research subscription fee while simultaneously paying an outside law firm $30,000 for advice they could have researched on their own had they purchased the electronic subscription. Ultimately, legal advice is expensive and your should consider the whole expense ecosystem in order to deliver the lowest overall cost to your client and to keep your legal team trained and primed for their next assignment. IV.Maximizing Your Effectiveness 1) A good general counsel is in the middle of key business decisions. If he or she is not, then he or she probably is not effective. A prerequisite of “good” advice is that it be informed. And being informed means being involved in key meetings, reviewing the materials involved in making important decisions and being actively engaged with business leadership. Most long-tenured general counsels I know can point to a moment in their career when they realized their colleagues valued their advice and input on business topics and not just legal topics. Good in-house lawyers aspire to reach that point and then fiercely protect that relationship once it is earned. 2) Delay is costly and you should develop a keen understanding of opportunity cost. You are destined to fail the minute you think your client should have to wait for your advice. The price tag for a legal department’s failure to timely review a contract may not just be agitation and internal angst. Rather, business moves quickly and your team’s failure to expeditiously review an internal client’s contract may cost the company a profitable opportunity. The lost profit is not just your client’s problem; it’s your problem. I have never understood why lawyers often fail to appreciate this point. Delay caused by a slow or inefficient legal team is no different than delay caused by a plant manager whose inefficient processes cause the company to miss a delivery deadline. Both delays potentially can have the same effect. 3) Be Practical. Always. Your clients do not think you are the Oracle of Delphi so don’t waste your energy trying to act like it. They are not looking to you for infinite wisdom or an academic explication of the law. They want practical, 6 Meghan Ashford Grooms, citing James Gattuso, Senior Policy Fellow at the Heritage Foundation, AUSTIN AMERICAN-STATESMEN, “Ron Paul Says 40,000 New Laws Were ‘put on the books’ on the first day of 2012”, April 27, 2012, viewed on the following webpage: http://www.politifact.com/texas/statements/2012/apr/27/ron- paul/ron-paul-says-40000-new-laws-were-put-books-first-/
  • 8. 8 Bryan Yeazel accurate advice so they can continue with their day job that generally has nothing to do with the law. 4) Leave “central casting” to Hollywood. Focus on giving good advice rather than the advice you think people expect to hear. I have met many lawyers that spend more time trying to dress, speak and act like lawyers than on making sure their advice is pitch perfect for their client’s situation. Your clients need you more focused on being right than looking right. The only good lawyers are smart, thoughtful lawyers. Everything else – appearance, saying what is expected, “acting” like a lawyer – is all an irrelevant waste of time. 5) Where you can, do the cogitating for your client. Your client’s job is to make a decision. Where you can avoid it, do not dump an avalanche of facts in their lap and hope that they are able to instantaneously untangle those facts. It is frustrating for a business executive to plan on a 15-minute meeting with internal counsel only to be bombarded with a torrent of information that requires at least 60-minutes to sort through. Where are you able, do some of the thinking for your client before the meeting starts and let your client be good at his or her job – making the decision based on your advice. V. Structuring Your Schedule for Success 1) “Know thy time”. For a knowledge worker like a lawyer, time is the most important tool for delivering value. So spend it wisely. The management observer Peter Drucker once noted that “[e]ffective executives know that time is the limiting factor” and that the “output limits of any process are set by the scarcest resource.”7 This observation is as true for the general counsel as it is for the chief executive. A good lawyer cannot create more hours in the day. Rather he or she is limited to (a) investing their time on the highest value work and (b) leveraging his or her staff to spend more time on value-added projects. Do your best to avoid the oppression of urgent,but immaterial, issues by carving out a substantial part of your day for truly impactful work. 2) Allocate your time on the most important issues. Not every assignment carries the same importance. Before my first year in private law practice, I read a quote from a speech that a former White House Counsel made to a graduating law class. He advised them to “[p]ractice law with excellence, with pride in your product. Treat every pleading, every brief, every contract, every letter, every daily task as if your career will be judged on it.”8 This was marvelous advice for a recent law graduate who had never given advice. I thought of it often during my first year of practice and it inspired me to go the extra mile on every assignment to ensure my analysis and work product were as close to perfect as possible. Unfortunately, most corporate executives, including general counsel, do not have the luxury of time or a clean desk. They need to move quickly and focus their energies on the highest value work. And that means recognizing your career likely will not be judged by each individual assignment and probably will be judged by the how you manage the full body of work in your department with special emphasis placed on the most significant matters on which you advised. Your business partners know that some issues warrant attention more than others and want you to manage their legal needs in the same way. 3) You may relieve more pain for your client by choosing to not give advice on some topics. When it comes to low-risk repetitive legal needs, good general counsels develop strong, repeatable processes that do not require much lawyer 7 Peter F. Drucker, The Effective Executive: The Definitive Guide to Getting the Right Things Done, 1967, p. 25. 8 Vincent W. Foster, Jr., Roads We Should Travel, Commencement Address to the University of Arkansas Law School, May 8, 1993, http://www2.mnbar.org/digest/speeches.htm#foster (emphasis added).
  • 9. Maximizing Value 9 time and can be delegated. That is what your clients do to make their businesses better using LEAN Six Sigma and other process disciplines. They expect the same from you. Your clients likely do not think you are a martyr when you toil in your office until midnight to finalize a basic, lightly negotiated document like a non- disclosure agreement or certificate. More likely, they think you are inefficient and wonder why you have not created a forms library that they can use on their own and seek your advice in non-standard situations. By streamlining legal workflow, you can eliminate non-value added work from your day and actually improve life for your internal clients. Conclusion The practice of law is an enormous privilege. And the profession is populated with immensely talented, well-educated and thoughtful people. Every legal job comes with its own unique set of benefits and challenges and the in-house counsel job is no different. Astute in-house counsel will invest the time to “walk a mile in their client’s shoes” so that they can build a durable, effective attorney-client relationship. *** Bryan Yeazel is the Executive Vice President & Chief Operating Officer of Stock Building Supply Holdings, Inc. and leads the company’s operating businesses and integrated supply chain including souricng, procurement, product management, fleet, logistics and environmental, health and safety. Bryan most recently served as Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary for the Company where he managed key administrative functions including legal, human resources, marketing, health and safety and integrated supply chain (sourcing, replenishment, product management and operational improvement). Prior to joining the company in 2005, Bryan was with Hunton & Williams LLP in its global capital markets / mergers and acquisitions practice group where he represented clients in the U.S. and Europe on mergers and acquisitions, commercial issues and corporate finance. Prior to law school, Bryan was with Capital One Financial in Richmond, Virginia. He holds an undergraduate degree from Wake Forest University and law degree from the University of Notre Dame. In addition, he attended executive education programs at the International Institute for Management Development in Lausanne, Switzerland and Harvard Business School. Bryan is a native of southern California. Stock Building Supply Holdings, Inc. (NASDAQ: STCK) is a a publicly traded distributor of building materials to professional home builders in the United States. Stock Building Supply has approximately 2,800 employees in multiple jurisdictions.