It’s common for in-house lawyers to ask me, “Why would you ever want to go to a place such as Tyco?” Given all the negative headlines the company has received in recent years, I can understand their curiosity. But sometimes in life you have to take a chance–and nothing will put a career’s worth of legal experiences to better use than joining a company that needs to work its way out of trauma.

While Tyco isn’t finished with this construction project, many of the steps we have taken thus far provide a nice blueprint for other departments or lawyers who face similar challenges.

First, you need a person at the helm who is viewed both internally and externally as a highly ethical leader. As Ben Porter, an executive coach and founder of LeaderWorks Inc., likes to point out, this person has to know what leadership “is” as well as what leadership “does.” While most people easily spot the “does,” not everyone universally focuses on the “is.”

The “is” of leadership requires that the person have strong integrity and ethics, and the instinct to clearly discern right from wrong. The “does” requires the strategic thinking and tactical organization to get the job done. In our case, we were fortunate that Bill Lytton brought both attributes of leadership to the table.

Second, it’s important that lawyers are part of a team. Tyco was like a startup, a company put together in a hasty M&A structure that didn’t recognize or value the collective team. Under new leadership, the company transformed from a holding company to an operating company, with a keen emphasis on operational excellence and organic growth. As a result of this change, Lytton needed to overhaul the legal department. We had to change from a group of independent mini legal departments that had historically focused on “doing deals” to a singular “One Tyco” legal department. One of our first steps was bringing all of the Tyco legal organization together for an off-site meeting to provide attorneys, paralegals and other professionals from all parts of the world with a chance to meet as a collective team.

Third, we needed to leverage our internal talent. After this off-site meeting, we began to focus on ways to better align our human capital.

Internally, we created the “SME” or Subject Matter Expert. These specialists had historically been spending their time in a single division silo, covering myriad legal tasks beyond their core specialty. We decided we would be better served if we pulled these attorneys out of their individual business segments and used them as “specialist” resources for the entire department. We have created SMEs in the areas of bankruptcy, real estate, environmental, asbestos litigation, government contracting and international trade compliance. As an extension of this concept, we created broader practice groups in the areas of litigation, labor and employment, and patent and trademarks law.

In addition, we began to reduce the number of outside firms we used. At one point we were paying 700 outside firms, which didn’t provide us with much leverage over costs. To fix this, we now require outside counsel to use an

e-billing tool, providing us with greater visibility into all aspects of our legal spending. We also have been successful in our RFP processes, which in the case of our products liability portfolio, reduced the number of firms handling our matters from 167 to one. Subsequent RFPs have been equally effective.

Fourth, we need to focus on results. This year everyone is focusing on what they, as individuals, will do specifically to improve the function of the legal department. In some respects, my biggest result has already been achieved, all because I took a chance.


N. Cornell Boggs III is vice president and general counsel for Tyco Plastics & Adhesives, one of the five operating segments of Tyco International (US) Inc. He joined Tyco in June 2003.