Page 43 - CCCA64_2010

CCCA_V4No4_BenHeineman-FIN.qxd:CCCA_V1No1_DriversSeat-FIN.qxd 10/27/10 3:43 PM Page 43 Feature themselves. Building that kind of organization is also critical to the was going. I thought that the CEO would value me for being realization of this vision.The quality of the inside lawyering is an reasonably smart and independent and contribute without being investment that provides enormous returns to a business. political. That was me. I’m not saying that’s always going to work. : How does general counsel reconcile the tension between being part Qof the business team while still being the guardian of the company? : It sounds like you really need to assess with whom you’re going to That seems to be a fundamental conflict. Qbe dealing in order to determine whether a company is a good fit. :You really need a lot of courage and independence and you : These are enormously rewarding, intellectually rewarding Aneed a CEO that understands it.This goes back to the need Ajobs.They can also be financially rewarding,but they are dan- for general counsel to do some diligence on companies before gerous because if you get crosswise with the CEO, the board’s they [accept a position]. I believe that general counsel jobs are rarely going to save you unless the CEO has committed some more interesting and more rewarding than law firm practice clear crime and has got to go. So they are quite tricky: the chem- these days which has become much too much of business and istry is everything.If you have a good CEO and good board,there the money chase. There is probably one problem with being are going to be tensions. I can’t say that every day of the week the inside which is not true of outside lawyers: Outside lawyers can CEO and I were on the best of terms because sometimes I had to still fire their clients. General counsel can’t really fire the CEO, say things he didn’t want to hear, but we could always work although they can go to the board. So you are still dependent on through them and fortunately he had some respect for me. But that relationship and you need to be a partner of the CEO. If the you can get a situation where you have a good board, but a bad CEO is confident that you are helping in a creative way to find CEO and then you basically have to work your way out.And if legal solutions to business problems, then you get the credibility you have a bad board and a bad CEO,then you’re sunk.You either to go in and say:‘We can’t do this.We need some time to ana- compromise yourself horribly or you have to just quit. lyze the facts and law and I’ll give you some options, but no, we don’t have to decide at 4 o’clock this afternoon.’ :What was the reaction to your call for fixed fees to address the Getting time can be an important part of being a guardian, to Qproblems created by the hourly rate. understand the options that : I don’t think there is are available in terms of Aany question there is different degrees of legal or movement in that direc- reputational or ethical risk. [I]f you have a bad board and tion, whether it is fixed fees An awful lot of this turns “ for specific matters or on chemistry, the vision of a bad CEO, then you’re sunk. You strategic alliances where the board, the CEO and a either compromise yourself companies are giving huge lot of it turns on getting books of business to firms good information from horribly or you have to just quit. for a fixed amount per year. within the organization ” A good friend of mine, and having strong relation- Amy Schulman, general ships inside the legal counsel at Pfizer,has literal- organization so you know what’s going on. ly cut her firms down to 20 or 15 and basically worked out a rate for the whole year which will then be reviewed.That’s a rather Q :What advice do you have on building that relationship to the CEO? stark case. But that is certainly the direction in which companies and law firms have to go.We have got to be able to do a better : I don’t think I can give any meaningful tips on what is job of pricing the service rather than just having it being a unit Aessentially a very personal relationship except to say that the of labour that is infinitely expandable and hard to manage. Most way I’ve tried to live my life is just be straightforward. other business provide a price. I don’t think there is much ques- Although it’s naive to say there’s not politics in a big organi- tion this is a significant trend in the United States. I can’t speak zation, we tried to keep it to a minimum. I wanted to build a for Canada. reputation for saying what I thought, not being afraid, not put- ting my fingers in the wind to see which way the conversation Beverley Spencer is the executive editor of CCCA Magazine. HIVER 2010 CCCA Canadian Corporate Counsel Association 43