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CCCA_V5No4_Handbreak-FIN_CCCA_V5No4_Handbreak-V1.qxd 11/20/11 10:14 PM Page 26 Feature To address those conflicts — or to important role:“Sometimes you have to be the person who can prevent them outright — skilled cor- see the bigger picture,” says Letson: “If you’re outside of the deal, porate counsel have at their disposal a outside of the sales cycle, you’re not as caught up in the emotion range of strategies to collabo- of it. And so you can step back from it and offer up some objec- rate with sales and marketing tivity. Sometimes that’s really what the business needs and what departments to produce they’re thankful for.” profitable — and compliant — business results. From BE PROACTIVE three in-house counsel “I have a really good relationship with our advertising agency from three very different and their outside counsel,” says Di Leonardi.“So, as we’re start- companies, here are ing to work on new creative, they’ll get me involved at the ear- some tips from the liest stages.Things don’t go off the rail. I’ve never had the expe- trenches for company rience where legal has killed the ad. We get involved early lawyers who want to get enough to make sure that it’s going to work.” ahead in advertising and sales: LISTEN ERASE THE BOUNDARIES “Sometimes, you need to avoid the impulse to jump on top of “Every time a new group gets something that looks like it could be an issue and shut it down,” brought together to start work says Letson. Instead, she says, ask a lot of questions, and try to on a new product line, I always try to tease out the background and objectives of the particular deal or make legal part of that group,” says Elisabeth Preston, chief legal campaign.“A lot of times you may be given only one, problem- officer and corporate secretary of Allen-Vanguard Corporation, atic, piece of the puzzle, but once you’ve listened to the entire a multinational producer of counterterrorism products. “We background, there’s actually an alternative solution that meets make sure that we go to their opportunity meetings and strate- both the businessperson’s need and yours.” gy sessions, and we always, always try to present to them.” In short, she says,“We make our problems theirs, and we make sure DON’T JUST POINT OUT PROBLEMS — HELP SOLVE THEM that they know that their problems are ours.” There’s obvious value in identifying the problems with a pro- posed campaign or fledgling deal. But there’s even greater value KNOW THE BUSINESS in offering workable alternatives or solutions to those problems. Understand your business clients’ goals, targets, and objectives. “I always say, ‘We can figure it out,’” says Di Leonardi: “‘There Sit in on key meetings and strategy sessions. Understand the will be a way for you to get your message across.’” competition. Monitor the legal environment.“Be aware of what legislative changes may impact your business,” recommends IT’S ABOUT MANAGING RISK, NOT ELIMINATING IT Agnes Di Leonardi, general counsel at Mazda Canada Inc. “If Taking a broader perspective and understanding the business also you’re involved in your industry association, you can lobby for ensures that the advice you give is informed by your company’s legislative changes.”That effort, says Preston,“gives you a certain larger goals rather than the lawyerly impulse to squelch risk at level of credibility when you weigh in.You’re not just a legal any cost.“You shouldn’t always advise the least risky alternative,” body who’s brought in to say,‘No, no, no, no you can’t put that says Letson. Instead, she suggests, present options that are com- clause in there.’ You’re somebody who really understands the pliant but that also align with the company’s goals.“When you business because they’ve seen you sitting there day in and day out do that, the business people will be much more willing to accept with them on a variety of projects.And so they know that you a toned-down version of the deal or the marketing campaign.” get them.” AC-CEN-TU-ATE THE POSITIVE BROADEN PERSPECTIVES It’s too easy to focus on a deal’s inherent problems or pointing out “Generally, sales and marketing people are under pressure to to a salesperson where she went wrong.Less often do we remem- meet monthly targets,” says Di Leonardi.“Therefore, they don’t ber to give kudos to the rep who did proper due diligence on a often have a long-term view.” That’s where legal can play an prospective customer or who consulted legal before giving the 26 CCCA Canadian Corporate Counsel Association WINTER 2011