When Steve Fulton was first offered the position of general counsel of Respironics Inc. in 1995, he turned it down. He was content in his current position as equity partner with Reed Smith, where he handled a full range of employment-related matters from counseling and negotiating to litigation. He enjoyed his 11-year practice at the Pittsburgh-based law firm and had no intention of leaving.

But Respironics, one of the clients that he served, had reached the size where it felt that it needed a general counsel to round out its executive management team and to advance to the next level. The company's management had its sights set on Fulton and kept coming after him.

"A few months later, I was offered the job a second time," said Fulton. "After some negotiation with the CEO, I agreed to try the general counsel position on a part-time basis."

For six months, he worked half-time as a partner at the firm and half-time as the general counsel of Respironics, a company that designs, develops, manufactures and sells sleep and respiratory medical products for use in homes, hospitals and emergency medical situations.

"It was the hardest six months of my life," Fulton admitted. "I felt as though I was going through the hectic work crunch of preparing to leave for vacation each week."

At the end of six months, Fulton knew he needed to make a decision. By then, it was clear to him that he enjoyed the broad legal practice and the business-management decision making of the general counsel position more than his work at the firm.

"I also had developed a great deal of respect for, and a great working relationship with, the Respironics executive management team," he said. "At that point, I resigned my position at the firm and accepted the general counsel position full time."

Fulton advises any attorney wanting to become a general counsel "to find a company that has a growth plan that you believe is sustainable and to make sure that you're comfortable with the tactical approach that underlies that growth plan."

"I think it's essential that you meet the executive management team and determine if you have a comfort level with that team," Fulton said. "Also, learn as much about the business as possible so that you can make the determination whether you'll be comfortable being a GC in that business. As an in-house counsel, it's important that you understand the business at a level that enables you to contribute to discussions on a business level and not just the legal level."

As the company's general counsel, Fulton wears two hats. He is responsible for ensuring that all of the company's legal needs are handled in a high-quality, time-efficient and cost-effective manner. He also serves as part of the executive management team.

"The goal of our legal department is to be viewed as knowledgeable, hard-working business enablers," he explained. "Working in a high-growth company, we need to be agile in addressing the highest priority projects at any given time. Those priorities may change from day-to-day or during a given day. I also wear a business hat as part of the executive management team. As in most corporations, that team makes decisions concerning a broad range of subjects, including the direction of the company, acquisitions and how to tactically achieve our business goals."

In terms of his management style, Fulton says that he tries to employ a balanced approach.

"I am more hands-on than many of my peers in that I still handle a number of projects from start to finish on my own," he said. "On the other hand, the lawyers on our team are very experienced and capable of working independently. Our four transactional attorneys average 17 years of experience. Therefore, once a project is assigned to an attorney on the team, I am comfortable allowing that attorney to run with the project. We may discuss strategic approach or how to tackle a particular issue, but the team members do not need my approval to take projects assigned to them to completion."

As the first in-house attorney for Respironics, Fulton's early priorities focused on establishing recognition and respect for the in-house legal function.

"We needed to be fast, creative solvers of problems," he said. "If we counseled that something couldn't be achieved as proposed, we needed to couple that advice with a proposal describing how the business goal could best be accomplished. The goal was to become an attractive resource that was sought out, as opposed to a hurdle that needed to be cleared."

With that goal in mind, Fulton focused his hiring of attorneys on intelligent, creative problem solvers. As the staff and the company grew, his priorities shifted to determining how to most efficiently handle the growing legal work. "We adopted a fairly aggressive model, which resulted in our performing probably 90 percent of our noninternational, nonlitigation legal work internally," he said. "That includes U.S. acquisitions and patent drafting. This resulted in huge cost savings for the company. It also allowed our attorneys to become better integrated with the internal customers that they serve. The legal team embraced that strategic approach and has made me proud by the amount and level of legal work they have produced. Without the correct team, our approach would never have succeeded."

Through the team's efforts Fulton says that they have been able to hold non-M&A legal expenses flat over the past three years, while the company has been growing at an annual rate of 15 percent to 20 percent.

The legal department is set up following a flat-model approach, where all of the attorneys report to Fulton. The attorneys are split into three disciplines: litigation, intellectual property and transactions. They are all located in one area and have frequent interaction.

"Because we are employed in a decentralized organization, we view part of our job to be ensuring that we bring the various business units together as needed," said Fulton. "For example, if two business units are each negotiating with the same company, we make the two business units aware of each other's activity so that we can coordinate efforts or use one negotiation as leverage for the other where appropriate."

Respironics does maintain outside counsel for international patent filings, international transactions -- although they stay intimately involved -- and at times when they need particular expertise on specific issues such as complex antitrust or narrow regulatory questions.

"We also use outside counsel to take care of overflow in times when our workload doesn't permit us to handle our internal customers' needs on a timely basis," Fulton added.

In building a legal department from the ground up, Fulton advises general counsel not to rush growth.

"I think it's important in growing a department that you never reach a point where there are more attorneys than are needed to handle the available work," he said. "It will become a credibility problem, as well as a morale problem. Based upon this philosophy, we were consciously behind the curve in growing our department; we always had more work than we could handle. When that amount of work became large enough, we were able to go to executive management and explain that we were spending too much money on outside counsel and we needed to hire additional in-house attorneys. Those new hires always resulted in a cost savings."

Fulton also recommends having an open working environment.

"Work comes to the individual attorney, rather than coming to me to send out," he said. "Therefore, each of the attorneys has the ability to work with the internal customers with whom they have built relationships."

The biggest challenges of his job generally revolve around how to handle the growing workload and how to prioritize projects.

"This task is made more difficult by the fact that Respironics has been very active in the acquisition arena," said Fulton, referring to the fact that they have closed seven acquisitions in the past 12 months.

Another challenge Fulton is sure to face is Respironics' acquisition by Netherlands-based Royal Philips Electronics. The acquisition was announced on Dec. 21. While they are still early in the integration phase, Fulton is certain that there will be substantial changes in the way in which they carry out their legal function.

"Our legal department is being integrated with their legal functions," he said. "The transition has been smooth so far, but we're still very early in the integration process. I would like to accomplish the integration with Philips with as little delay and confusion as possible. My goal is to not allow that integration to disrupt our provision of legal services to the company."

When he reflects on his 13-year career with Respironics, two accomplishments immediately come to Fulton's mind.

"First, I am proud to have been part of the executive management team at Respironics," he said. "We have an extremely talented, ethical, hard-working management team and have had the good fortune to have grown revenues during that time from approximately $100 million to $1.2 billion. Second, I have been fortunate enough to have hired, and had the opportunity to work with, an extremely talented and hard working group of attorneys. During my 13-year tenure, I have never needed to terminate an attorney, and none of the attorneys I hired has left."

The general counsel job he first turned down has since turned into Fulton's dream job.

"Respironics has a great executive management team," says Fulton. "They are not only intelligent, talented and hard working, but they also enjoy working with, and being around, each other. We share a mutual respect and value each other's opinions. My legal team and I have been given virtually complete freedom to deliver our legal services in the manner that we believe is most responsive and efficient, even though it is different than the delivery system utilized by many of our peers. The company's results speak for themselves."