The House Advantage: Wisdom from In-House Counsel

(Ed. Note: This article is part of a series recapping the firm's annual In-House Counsel Seminar.)

In a question-and-answer session moderated by Trip Coyne, a Ward and Smith attorney who previously served as the CEO of a multinational consumer products company, two prominent in-house attorneys shared valuable insights on how to build trust with internal stakeholders, grow alongside business needs, and manage essential relationships.

Rob Schaaf, In-House Counsel for First Citizens Bank, and Clara Cottrell, Assistant General Counsel of Compliance and Privacy at the BASF Corporation, gave candid answers to questions about:

• Balancing legal decisions with business goals
• Developing industry knowledge
• Building positive relationships
• Constructing effective legal teams

It will be no surprise for those in the legal field to learn that the discussion began with a disclaimer in which the speakers noted their views are personal and not those of the organizations they represent.

“You both have reputations for being very effective and easy to work with,” said Coyne, “so I’d really like to learn from you about how you manage relationships, grow in your career, and maintain your sanity.”

Adapting to the Business Environment

Coyne mentioned that Schaaf and Cottrell have grown through multiple organizational roles. He asked them to explain how they have stayed current, evolved into new positions, and avoided being classified by prior responsibilities.

“It’s important to develop a tolerance for ambiguity and learn humbly,” Schaaf commented. Having a thorough understanding of the goals of the organization is also essential.

“When the time comes to be decisive in the face of uncertainty, having a solid knowledge base related to the organizational goals can be like a North Star,” added Schaaf. “It may appear self-evident, but the adage that bad assumptions in equals bad assumptions out is definitely true.”

Avoiding the tendency to micromanage previous areas of responsibility is also advisable. “It’s tempting to review previous areas of expertise, especially when you’re spending most of the day with unfamiliar subject matter,” noted Schaaf.

Like many successful people, Cottrell explained that she loves learning new things. “One of the most important sources of knowledge for me are updates from outside counsel,” she said.

Attending legal seminars, reviewing newsletters from major firms such as Ward and Smith, and reading action item briefs are some tools Cottrell leverages to increase her knowledge base and keep up to date in changes in law.

Coaching vs. Litigating

“When I was running my leadership team, my best advisors felt like coaches,” noted Coyne. “They didn’t scare us away from taking the field because of doomsday scenarios or waste time with analysis paralysis and force a forfeit, but they significantly influenced our gameplay in real-time.”

Building on this idea, Cottrell mentioned that most individuals in the legal field should be in the ‘Department of Maybe’ and not the ‘Department of No.’ Providing the guidance necessary for leadership to make decisions is essential.

“It’s vital to provide advice on the risk of business decisions, but the effectiveness of  of that advisement stems from trust and relationship-building,” said Cottrell. “Part of that is the leadership trusting you enough to approach you proactively when there is an issue or an obstacle to getting around, instead of just trying to bulldoze over it without legal support.  What you are aiming for is being a ‘trusted advisor’ to leadership and the business.”

Being available and showing up in person are key ingredients in Cottrell’s recipe for success: “You want your internal business clients to feel like they can rely on you to answer the phone or an email in critical situations but also the day to day questions.”

The line between protecting the business and helping it move forward can be difficult for many attorneys to walk. “You want to provide good, sound, actionable advice, but it can be easy to let the hypothetical consequences overwhelm the strategic rationale for taking a calculated risk,” Schaaf commented.

Attorneys have to simultaneously act as technicians and strategists. Understanding that walking the line effectively is both an art form and a science is also essential. “Having the experience of making a few bad calls and good decisions is paramount to building gut instinct,” added Schaaf.

Asking questions is a solid way to identify potential negative outcomes. Schaaf advised that in-house attorneys should consider the following questions when evaluating scenarios:

• How could this situation go sideways?
• What could go wrong?
• Why would that happen?

Attorneys should review historical data for context and avoid the tendency to litigate every issue.

“To build on what Clara said, it’s important to pick your battles. Everyone wants the best outcome for their clients, but litigating every issue can ultimately undermine their confidence in your ability to act as their trusted advisor,” noted Schaaf.

To build relationships with internal clients, attorneys should be patient, listen, ask questions, and develop a knowledge base about a situation before offering advice.

Not Looking for "Yes"

During his tenure as CEO, Coyne “was sometimes shocked by how quickly subordinates and contractors endorsed his opinion.” He asked Schaaf for ideas and strategies for creating debate and a "best ideas win" culture even when senior executives are at the table.

For confidence, younger attorneys should remember they were hired for a reason—because the leaders need good legal advice and someone whose judgment they can trust, explained Schaaf. “They may not always love the advice you give them, but if you work for good people, they’ll hear you out,” he said.

Listening carefully and making sure the person feels heard is imperative. “People can sometimes hold on to a viewpoint longer than they should for a variety of reasons,” added Schaaf.

The phrasing can be a game changer when the goal is making someone feel heard and understood. “Just something simple like, ‘Hey, I hear you, and I understand your opinion, here’s how that factored into the analysis,’ or ‘What I hear you saying is this (insert argument here), is that right,’ can dramatically alter the tone of the conversation,” Schaaf commented.

Growing Legal Teams

“Compared to organic growth, growing through an acquisition presents a different set of opportunities,” explained Schaaf, who started with First Citizens Bank before the Silicon Valley Bank acquisition. “It’s a wonderful chance to learn new things, to identify and employ best practices, meet new people, and hear new perspectives.”

Leaning on the familiar can be an obstacle, however. “You want the people who have been on a project the longest to see it through to completion, but you can’t have legacy personnel on every problem. The solution could be to cross-train your people, have them sit in on calls when possible, and, if appropriate, connect resources across the organization,” noted Schaaf.

Simply reaching out to welcome new colleagues has been effective for Cottrell, and helps build a collaborative culture within the legal group.

Though working with outside counsel can be beneficial, Schaaf and Cottrell admitted there can be challenges. “When I’m frustrated, I try to remind myself the advice is coming from a good place, and that person is hopefully using their best judgment, which is what I asked for,” Schaaf commented.

Befriending Regulators, the FBI, and the DOJ

Strategic relationships function like a safety net, especially in critical, rapidly evolving situations. “The only constant in the world of cybersecurity and data privacy is change. You want to have a relationship with the FBI and the DOJ before everything goes bonkers,” Cottrell said.

“Of course, if I’m calling the FBI, it’s not because something wonderful happened,” laughed Cottrell. “In a situation where a business email account has been compromised and there was a fraudulent bank transfer or a person is about to board a plane with a jump drive of data, you don’t want to have to fill out a form online or search through your contacts.”

Proactively building relationships can help ensure that a bad situation does not become outright disastrous. “These people really want to help; they’re good at proactively reaching out… they’re happy to come to chat with your legal team,” added Cottrell.

But what is the best way to ‘friend’ the FBI? Attending live events is effective, advised Cottrell: “The FBI and DOJ frequent events put on by the Association of Corporate Counsel (ACC) and NC Bar Association (NCBA). They often offer to chat about what they do, so it could be as easy as taking them up on it.”

Cottrell added that taking the time to meet, even if just for coffee, can help build a relationship and create a basis for navigating crucial, time-sensitive events in the future.

Balancing Legal and Business Decisions

The concerns of the legal field and the needs of the business can often conflict. Consulting on strategic questions requires anticipating the business landscape moving forward. With that in mind, Schaaf advises providing internal clients with a range of potential outcomes.

Similarly, Cottrell recommends working to understand industry trends, items of importance to regulators, and how these issues could affect the business. Doing so helps adapt the business’s strategic objectives to future parameters.

Building community is vital to Cottrell, who often shares available job postings on her LinkedIn profile. “I feel strongly that the next position any of us move into should not be constrained by the people we know and who we’re friends with,” she said.

Whether seeking to build relationships online or in person, Cottrell and Schaaf agree that authenticity and a genuine interest in people are essential qualities.

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This article is not intended to give, and should not be relied upon for, legal advice in any particular circumstance or fact situation. No action should be taken in reliance upon the information contained in this article without obtaining the advice of an attorney.

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