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I have been blessed to have some wonderful mentors in the practice of law over the years. Over drinks one evening, one remarkable lawyer I admire and respect asked me if I really understood what was important in life. I thought I did and responded with a string of platitudes. He stopped me and said, it is as simple as this: “Do you matter?” I never have forgotten his three words. He is right. Too often, general counsel look to fly under the radar. They want to go unnoticed by their superiors. They do not matter because they do not lead. On the cover of their book Leaders, Warren Bennis and Burt Nanus offer the following distinction between managers and leaders: Managers do things right; leaders do the right things. Here are a few lessons in leadership for general counsel that will help in the outside-in relationship: • Make decisions. There is an unfortunate culture in corporate America today that does not reward making decisions. Indeed, some GCs are so fearful of making mistakes that they make no decisions at all. Such GC indecision can paralyze the handling of a matter by outside counsel. If the GC wants to matter, then he has to make decisions � right or wrong. • Assume responsibility. As the GC, when was the last time you volunteered for a tough assignment? Some in-housers cannot be bothered. But a GC who wants to matter must be willing to assume responsibility. Certainly, with responsibility comes accountability, and with accountability come consequences, but a GC cannot lead if he is unwilling to be the “go to” in-house lawyer handling difficult matters. • Take the blame. There is an old Swedish proverb that goes, “In calm water, every ship has a good captain.” Things go wrong. When they do, a GC never should blame subordinates or outside counsel for problems in the matters the GC is handling. GCs who matter take the blame whether it is properly their doing or not. If, as GC, you are in charge of a matter for your company and something goes wrong on your watch, step up and admit that it is your responsibility. Take charge and fix it. Subordinates will enjoy working with you and outside counsel will, too. • Give others the credit. When a matter successfully concludes, the GC should express gratitude to everyone involved, including the secretaries and the legal assistants. The resolution of legal problems is a collective undertaking, and the GC cannot lead if he does not give credit to the team. Routinely thank the people who work with you for their contributions and resist the temptation to toot your own horn. Leadership is inspiring confidence in others. • Lead by example. The GC cannot lead people by telling them what to do and expecting them to follow. Fear of reprisal only works for short periods of time. Instead, the GC must lead by example if he wants to matter. That means the GC works harder when he asks other people to work hard. That means the GC conducts himself in ways that engender the respect and admiration of co-workers. That means the GC never asks a subordinate or outside counsel to do something that he would not do himself. • Put your subordinates first. One former general counsel I know never interacted with his subordinates in the legal department. His office was on the executive floor. He dined with the board. He did not even bother to learn the names of the in-house lawyers in his department. Soon, the most capable in-house lawyers left the company. Why? Because the general counsel did not put his subordinates first. A GC cannot matter if he cannot lead. You cannot lead if people are unwilling to follow you. People will not follow you unless they believe that you care about them. A GC who creates a culture in which subordinates are afraid of him will not engender loyalty; without loyalty, the GC will not be a leader. Lao-tzu wrote, “To lead the people, walk behind them.” IT IS MY BOAT Recently, the same remarkable lawyer who mentored me told me another story worthy of repeating. Several years ago, a submarine surfaced under a fishing trawler off the coast of Honolulu, Hawaii. The fishermen drowned. In the inquiry that followed, the U.S. Navy brass gave the submarine commander every opportunity to excuse his conduct. They asked the commander if dignitaries on board distracted him. He said, “No.” They asked the commander if the weather and visibility were a factor. He said, “No.” They asked the commander if the fishing trawler was in the wrong place. He said, “No.” Then, the submarine commander volunteered, “I take responsibility. It is my boat. I am the commander.” As a GC, lead like the commander of that submarine. Steven M. Zager is a partner in Akin Gump Strauss Hauer & Feld in Houston. This article originally appeared in the ALM newspaper New Jersey Law Journal , which is published in Newark.

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