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Corporate Counsel: In-house roles are ever-shifting

Douglas J. Levy//June 20, 2016

Corporate Counsel: In-house roles are ever-shifting

Douglas J. Levy//June 20, 2016

Ask someone who’s a company’s general counsel what the job entails, and you’ll get a lot of answers.

On any given day, the in-house attorney can be a mediator for departments that are in conflict with one another.

The next day, risk assessment could be the project at hand.

Or, in the case of Stephanie R. Reeves, going out to a landfill to understand how hydrogen is sampled.

“I never would have had steel-toed boots or a hard hat with my name on it if I were working at a law firm,” said Reeves at a recent panel discussion. She’s assistant general counsel at Ann Arbor, Mich.-based DTE Energy Resources, which is a nonregulated part of the energy group.

“[Business] moves at a very, very fast pace,” said Jereen G. Trudell, assistant general counsel for corporate affairs at FCA (Fiat Chrysler Automobiles) in Auburn Hills, Mich.

“Meeting the business objectives is top priority — not the legal issues. So one of the challenges is building those internal relationships so the business clients learn to trust you when you become part of the team. Then you’re viewed as part of the team and not as a roadblock.”

Donica Thomas Varner, who is associate general counsel for the University of Michigan, said in-house counsel helps develop strategy, policy and procedure that advance the organization’s mission.

“In order to be invited to that table and be respected, you have to be an effective leader,” she said.

But that leadership can get established within the rapid fire of business shifts, Trudell said.

After being in a private practice’s corporate law group and then in-house at an auto supplier, she started at Chrysler’s commercial affairs group.

When Chrysler went through bankruptcy, half of its legal department took buyouts or early retirement. Trudell wasn’t eligible, so she stayed on.

In the post-bankruptcy restructuring, no one was left in corporate affairs, a department in which Trudell had no experience. But she said she took a position there anyway, adding that her base experience from private practice was “critical.”

“Don’t let fear get in the way,” she said. “We all have our comfort levels but you have to get over that. I was told, ‘You’ll learn it, you’ll grow into it,’ and they’re right. You just have to give yourself time and have that confidence in yourself, so long as you have the basic legal skills early in your career.”

Trudell said that the automaker’s many management and ownership changes — the UAW and both the U.S. and Canadian governments had ownership at one point — meant adapting and reformulating.

“With every one of those changes they’ve had different business objectives and the legal needs changed,” she said.



Handling the demand

You need to be open to handling legal matters well outside of what’s expected, Varner said.

She worked at Wayne State University initially as its counsel for labor and employment matters, but she soon fell in love with higher education law. Because the school’s law office was small, she said she was able to expand her skills.

“We would have what we called ‘attorney on call’ day, the five of us,” Varner said. “And whatever came in on your day, you had to figure it out and learn it. If the (state Department of Environmental Quality) showed up on your day, you had to figure out how to manage the DEQ.”

Those experiences helped her at the University of Michigan, where her duties include managing subpoenas that come to the school and crisis management issues.

Varner said in-house counsel not only must stay abreast of the law, but also should be comfortable saying, “‘I don’t know the answer and it will take a couple of days to find out and get back to you.’”

And, she said, because the client is the company itself, its management expects counsel to be available at any and all times.

“They’re not paying for your time, so they won’t get a bill for your services that might constrain their use of your services,” Varner said.

“If your clients are calling you, they trust you. And they trust your judgment. They’re seeking your input early on to avoid problems.”

In-house counsel must do their best to handle that demand for input, Reeves said. She added that DTE Energy Resources’ two divisions house 37 separate companies, “and each one of those companies thinks they are the only thing that I have going on that day.”

Sally Guindi, general counsel at St. Joseph Mercy Health System in Ann Arbor, said a common misconception about in-house practice is that it’s less stress, less difficult and less demanding.

“I thought my life would be easier,” she said. “That is a myth. It wasn’t easier, just different pressures.”

But, she added, it’s an opportunity for versatility, given the pace of work and scope of areas in practice. She said she could be involved with a patient’s end-of-life decision as much as she could be handling a tax exemption challenge.



Greater risk tolerance

Trudell said one thing that can be a shock to private practitioners making the crossover to general counsel is how companies have a greater tolerance for risk.

“For lawyers who are risk-averse, it’s difficult to balance that,” she said. “But in the end, I work for the company, and how much risk they want to accept is a business decision. My job is to inform them so that they make an informed one.

“But as a lawyer sometimes I sit back and say, ‘Oh, my gosh.’”

Varner said being in-house at a large organization also means being a facilitator or mediator, as internal conflicts can erupt.

“You’re trying to tell this dean not to step on this dean’s toes,” she said.

Guindi had to learn organizational conduct and behavior, such as how decisions get made, where to push and where not to, where to prioritize, and understanding where the client’s loyalty lies.

“If you’re dealing with executives who are acting contrary to what you think is in the best interest of the organization, [it means] learning how to navigate on those difficult relationships and not just being the police,” she said. “So even after you’ve made a tough decision, you still have credibility and people will come to you.

“It’s easy to give advice in a vacuum. It’s much harder when you have to give that advice understanding the organization.”

Trudell agreed.

“We don’t have a single client. We are supporting multiple groups that are often with conflicts and you have to learn how to deal with them. Unlike people from the outside, we’re going to be dealing with them for years and years to come.”

Varner said, in-house counsel should not forget how much of a difference he or she can make because of their stature — in her case, a civil rights law background.

“Being inside of an organization provides me with an opportunity to shape policy, to influence the thought leaders in our organization, and to bring another perspective about social justice, equity and inclusion,” she said, noting that diversity is a “paramount value and principle” for the school.


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