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Almost overnight I transitioned from a corporate associate position with the Houston office of Jenkens & Gilchrist to general counsel for Hog Slat Inc. and its affiliates (collectively referred to as HS Group), a complex diversified agribusiness involved in manufacturing, construction, distribution and production. The transition brought many lessons and helped put strategies for success in place. My initial days as general counsel involved familiarizing myself with my new companies’ personnel, physical facilities and businesses. During this orientation, we discussed expectations, concerns, procedures, policies, problems and personalities. We also reviewed business goals, business strategies, corporate structures and key relationships. I made visiting our corporate offices, manufacturing plants, construction sites and production locations a top priority so that I could get an understanding of the businesses. Along the way, I introduced myself to directors, managers, team leaders and support staff, often asking when they could make time to meet with me. When possible, I scheduled appointments on the spot. While I took notes, wrote down names, asked questions and received responses, one thing became apparent: The tasks involved in managing the domestic and international legal affairs of these businesses was going to be complex — I had to develop a strategy. Three things were going to be necessary to be able to fulfill the responsibilities required of my new role: � good relationships with my co-workers; � an understanding of the companies’ individual and collective legal needs; and � great outside counsel to supplement my skills and knowledge who could provide support. I recognized that the relationships I developed with my co-workers would enable or prevent my success. Hence, I met with key personnel to ask questions and have them share their insight. In addition to speaking with the executive team, I met individually with the environmental manager, the safety manager, the director of human resources, the plant manager and the construction manager, among others. I explained that I was a member of their operational teams and accessible to them at any time regarding questions or concerns they had pertaining to their work. I built relationships with them — meeting with them on their schedules, in their offices and work sites and asking for their input into the companies’ documents, policies and procedures. I presented my ideas to them and asked for comments and criticism. I put on a hard hat to go into the manufacturing plants, and blue jeans and work boots to go to the construction sites. Then I proceeded to stomp around in thick mud on production locations and climb into 18-wheel tractor-trailers to find out about transit issues. With each experience, my goal was to facilitate relationships and obtain the feedback and insight I needed to do my job. DEEPER UNDERSTANDING Obtaining an understanding of the companies’ individual and collective legal needs was an integral part of assuming the responsibilities of my new job. In addition to meetings with key personnel where practical insight could be obtained, conducting a comprehensive review and assessment required a complete document audit. I took the time to review the articles of incorporation and bylaws, as well as the resolutions and minutes of the entities. I looked at the form contracts, warranties, purchase orders, acceptance of order terms, leases, vendor agreements, supplier agreements, packer agreements, grower agreements, subcontractor agreements and the employee manual. I read the insurance policies, the claims acknowledgement reports and the risk/loss analysis reports. I reviewed loan documents, UCC filings and verified compliance issues. I read documents generated in anticipation of litigation and reviewed current litigation files. I attempted to thoroughly educate myself, and then I began the task of improving the companies’ legal affairs. Affiliates comprising HS Group have more than 700 employees with operations in more than 15 states, as well as in Mexico. With four main business lines, a large number of employees and so many state, federal and foreign laws, I knew I’d need a strong and supportive outside legal team. Through conversations with my co-workers and my thorough document review, I was able to identify the needs of these companies, including those that were outside my realm of expertise, such as tax and real estate law. I selected outside counsel based on their location, credentials, specialization and personality. I inquired whether they would be doing the work or if they would be passing it off to an associate. I requested the names of the core team members, met them whenever possible and obtained their background information. Additionally, I emphasized our need to keep our legal teams as consistent as possible to enable familiarity with our businesses and requested that I be notified of staffing changes. Expense was and is always an issue, but a few factors have determined what work I send to outside counsel. I ask myself the following questions when evaluating whether to incur legal fees: Do I have the necessary knowledge base to identify and deal with the issue(s)? Do I have access to the applicable law? Can I understand and apply it in its context? Can I complete the task in a timely manner, in light of the other work I have to do? Is performing the work myself the most efficient use of my time from the company’s perspective? Most importantly, I closely oversee all the work I farm out and review the legal fee invoices myself before they are approved for payment. The stellar team of outside counsel we use for support has enabled me to better represent my companies. Managing the domestic and international legal affairs for the affiliate companies of HS Group has proven to be an ever-evolving, exciting and constantly challenging experience. For anyone stepping into corporate legal work, I recommend taking the time to develop good relationships with co-workers, a thorough understanding of the company’s individual and collective legal needs, and a strong, supportive outside legal team. Those things have helped me fulfill my role as general counsel for almost three years. Lauren Toranto Hendin is the general counsel for Hog Slat Inc. and its affiliates collectively referred to as HS Group. She is based in Dallas. Her e-mail address is [email protected]. Related chart: Five Firms That Lost Five Partners to Corporations

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