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Sometimes general counsel wish they could just bounce a problem or a novel issue off a more experienced lawyer, but they’re not sure whom to call or how much such advice might cost. Well, one law firm has come up with an instant networking group for GCs. And the advice is free. The firm, Reed Smith, has collected four of its veteran lawyers, who also have been long-time general counsel, into a group. With some 150 years of legal experience among them, they consult with the general counsel of companies that use the law firm. “I’m not aware of any other law firm in the country that, in a systematic way, is trying to collect that expertise” and offer it to clients, said Carl Krasik, a partner in Reed Smith’s Pittsburgh office and one of the four ex-GCs in the group. Krasik spent 15 years as an associate and then general counsel at what is now Bank of New York Mellon Corp. after 25 years in private practice. Callers are not asking for yes-or-no answers. Questions have ranged from how to build a litigation budget, or control outside counsel spending, or handle a sensitive board vote. “These are more judgment call issues,” Krasik explained. “There is no book you can open and find that answer. There are certain perspectives that one gets when one is inside a corporation for years — on how a meeting flows, how people think, how you help solve problems. What if you pursue Avenue A, what will be the dynamic, or if you pursue Avenue B, what will be the price you pay?” As GC work goes, Krasik and his colleagues in the General Counsel Group have been there, done that. For example, he led Mellon Financial Corp. through its successful merger with the Bank of New York. And he helped the merged company navigate safely through the financial meltdown of 2008 that decimated some banks. Other members of the group are Lawrence Stein, the ex-GC of Wyeth who handled the largest mass tort litigation in drug industry history, based in Philadelphia; William Mutterperl, formerly GC at FleetBoston Financial Corp. and later vice chairman of PNC Financial Services Group, based in New York; and Michael Bleier, ex-assistant GC for the Federal Reserve Board in Washington D.C. and former general counsel also at Mellon, based in Pittsburgh. The four often bounce client’s questions off each other, so general counsel can receive the benefit of four opinions in one. “We look at issues from both a business and legal perspective,” Stein explained. “And even on legal issues, we think more broadly than an outside counsel would. We consider a decision’s implications on such things as disclosure, corporate governance, contracts, and regulatory issues.” Outside counsel tend not to be as aware of a company’s reputation issues, or of the disruption and distraction caused by outside lawyering, Stein added. “One more deposition for your CEO or your head of research is not just one more deposition,” he said. “It really interferes with your business. We understand that.” He said he has enjoyed receiving calls from general counsel who are fairly new to their jobs. “We can help them think through what they can accomplish early on and what is not realistic to do in the first weeks or months. It’s advice I would have appreciated in my early days on the job.” Sometimes the discussions lead to a billable project for the firm, they said, but more often it is just free advice for the asking. And sometimes the advice may seem contrary to the law firm’s own interest. Stein said the group often advises on how to “insource” to in-house counsel to save money, or on how to better manage outside counsel costs. Bleier said he has advised GC callers on such things as how, when, and who should choose outside counsel; what should be the legal department’s role in risk management; how the responsibilities of directors of a bank differ from those of directors of a bank holding company.

Many corporate problems beyond legal ones end up on a GC’s desk, Bleier noted, and decisions must be made quickly and objectively. “The general counsel is often viewed as the court of last resort in a company. Like it or not, that’s one of the hats you wear,” he said. One client who appreciates the group is Douglas McClaine, general counsel of the Mine Safety Appliances Co. in Cranberry Township, Pa. His company produces equipment for worker and plant protection, such as head, face, eye and ear safety equipment, respirators, and air monitors. “I can use them because they’ve been down the roads that I haven’t crossed yet,” McClaine said. He appreciates the group’s perspective on such things as compliance issues, litigation problems, and compensation structures. “I don’t need the actual details of the work,” he said, “but the strategic guidance. To be able to access that level of skill and expertise is extraordinary.”

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