What is your full title?
Executive vice president, general counsel and secretary.
What are your duties in this role?
I oversee global legal and compliance matters (excluding tax) and act as secretary to the board of directors.
What does your average week look like?
Typically, I spend a significant amount of time counseling senior management on business issues that have a legal component. These can involve various strategic initiatives or major purchase or supply contracts, or antitrust, U.S. Securities and Exchange Commission or other compliance issues. I also spend time on strategy for significant litigation and environmental matters and deal with issues of corporate governance. Management of the law department also takes a fair share of my time, as does serving on the company’s executive committee, which is the internal body that determines company policy and strategy.
How is the legal department structured and how many lawyers do you have in-house? Do they specialize in certain areas?
We have 15 lawyers in the United States and six in international locations. The U.S. law department is structured partly along business lines and partly along functional lines. That is, we have business counsel dedicated to each of our three business segments, but we also have an environmental group and an IP group who work across businesses. Outside the U.S., the attorneys are dedicated either to a particular business or to a region.
What are the biggest regulatory/legal challenges facing your industry?
Given our rapid international growth, much of it in rapidly developing economies, and the fact that in the chemical industry, companies are heavily intertwined — that is, they can be both customers and suppliers to one another — we have to be ever vigilant about antitrust and anti-bribery compliance. Also, as you might expect, environmental and product registration requirements are priorities for us.
How much a part of your job are compliance functions?
Compliance is a significant part of my responsibilities. We have a robust compliance program, which internally is overseen by our corporate responsibility committee, of which I am a member, along with our senior-most executives. The law department acts as staff to the committee and plays a significant role in investigating and resolving matters that are reported to the ethics hotline. The law department also manages a process whereby each business or corporate function, working with its respective in-house attorney, certifies annually to compliance with laws and the company’s Code of Ethics and Business Conduct Guidelines. This is in addition to the periodic individual employee certifications we require. The law department also manages compliance training.
Has your department’s budget grown or shrunk in the past year?
My department’s budget has grown in the past year, primarily as a result of the rapid growth of the company. We have had to both add headcount and increase our outside counsel spend on strategic initiatives and otherwise, as much of our growth is outside the U.S., where we don’t have many in-house attorneys.
What is your biggest legal or organizational need?
Currently, our biggest need is additional legal resources outside the U.S. — for strategic initiatives, monitoring compliance and assessing country risk, as we increase our presence in rapidly developing economies.
How has social media impacted your work in the past few years?
As a business-to-business company, we are not heavily involved with social media. We do, however, have a policy for employees who use social media that provides guidance for when they are discussing topics that relate in some way to our business.
How many outside law firms do you most commonly use?
Since we have litigation all over the U.S. and business issues all over the world, we have a roster of outside counsel that includes quite a large number of different firms. However, the number of firms we use most regularly is probably 20 to 25.
Have you recently or will you soon go through a convergence of the number of outside firms used? Explain.
We have been in a significant growth mode for the last couple of years, so one project we have undertaken is to establish relationships with a small number of firms to handle our acquisitions and other strategic initiatives. We believe this will not only provide consistency and efficiency, but also lead to better fee arrangements. So far, we have designated one firm to handle all of our European/Middle East initiatives, and are working on consolidating our U.S. M&A matters with two to three firms. We also hope to consolidate our U.S. regulatory matters.
How do you most typically select outside counsel — i.e. existing relationships, RFPs, other GC recommendations?
We use a combination of these approaches. For me, the best reference comes either from working with an individual or from someone we trust who has worked with that individual. I do call on my GC network from time to time for referrals. When we do use RFPs for particular projects, we tend to send them to firms we already have some experience with.
What are your thoughts on outside law firms conducting surveys of your experience with them?
I can see some value in the practice if it is tied to the conclusion of a particular project, as opposed to being a general opinion survey. If it forces the client and the firm to have a conversation about a project, that can be particularly important in cases where the experience was less than perfect. If the client for whatever reason does not otherwise make its disappointment known, the firm may find itself being crossed off the list for future assignments without ever knowing why or having a chance to rehabilitate itself.
Do you hire the law firm or the lawyer? Why?
We nearly always hire the lawyer. There can be occasions where after choosing a lawyer for a project we have used other lawyers in the firm for issues closely linked to that project because of the need for coordination or speed, but that is not the norm. While there are advantages from the standpoint of institutional knowledge in regularly using one firm as compared with hiring individual attorneys, I believe these advantages are outweighed by the expertise and cost-competitiveness that come from the practice of hiring individuals rather than firms.
What is an example of something an outside counsel has done really well?
The attorneys who demonstrate to us that they feel as invested in the outcome of a matter and in keeping costs down as we are tend to be the ones we go to for repeat business. This partnership can manifest itself on the part of the attorney in many different ways — for example, continuing efforts to be efficient, zealous representation, transparency in billing and staffing and responsiveness.
What is an example of something outside counsel do not often do well?
Lack of project management skills that result in overstaffing or overworking a matter is a big weakness, in my opinion. Given the current hourly fee rate structure, there is not a lot of financial incentive for firms to work efficiently and it shows.
Do you use alternative fee arrangements and, if so, how often and in what form?
We use a number of approaches to cost containment. When we are the plaintiff, which is not too often, we usually use some sort of contingency arrangement — whether it be a pure contingency or a hybrid. We also use flat fees where we can for discrete phases of matters, and are experimenting with percentage holdbacks, where we have the discretion at the end of the matter to pay the holdback based on our satisfaction with the firm’s performance. We also employ volume discounts and blended rates, but since they are built on the hourly rate fee structure, expected savings often do not materialize. In the end, I think the success of alternative fee arrangements comes down to trust between the parties that, at the conclusion of the matter, neither party will be unfairly advantaged or disadvantaged by a particular structure if the matter does not proceed exactly as expected.
What keeps you up at night?
The rapid growth we are experiencing outside the United States is the source of most of my anxiety. I hate the U.S. tort system, but at least I know what we are facing. When it comes to our international locations, how do we know what we don’t know? How do we provide the appropriate legal resources? How can the company’s ethics and values be effectively conveyed outside the U.S. so they are understood and internalized in these very different cultures? What is the best way to implement international compliance training? As we get more in-house counsel on the ground in international locations, the anxiety diminishes¸ but for now, we just can’t be everywhere. •