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Have you ever driven in the mountains and seen those signs that say, “Beware of Falling Rocks?” I have always wondered exactly what a driver was supposed to do if he looked out the side window and saw a massive boulder hurtling down the mountain directly in his path. Considering that most drivers are watching the winding road, being distracted by cell phones, children or even the local ski report on the radio, I seriously doubt that a driver could react quickly enough to avoid even a small avalanche cascading down a slope toward his SUV. So what in the world does this have to do with practicing law in a corporate legal department? Unfortunately, there are many similarities between driving an SUV on a perilous mountain road and steering the legal department of many companies. Corporate lawyers usually are faced with two major issues. The first are the “falling rocks,” times when the legal department may have little real ability to change or control the course and direction of a situation. At best, the legal department can minimize the liability or can effect some level of damage control on the ultimate outcome. In many instances, the legal department is notified when a summons is served or members of some government agency arrive at the company’s doorstep, subpoenas in hand. Examples may include government audits or regulatory actions, litigation or even some financial or natural disasters. For good reason, corporate legal departments must focus a significant amount of time and resource to these falling rocks. The second type are those matters in which corporate lawyers have some real ability to make changes that minimize risks or otherwise improve the quality of service provided by the legal department. To continue the analogy I will call these matters “fallen rocks.” Without sounding like I may have rocks in my head, my message is that there are some fallen rock initiatives that a corporate legal department can undertake to minimize the potential avalanche of falling rocks headed toward their company’s SUV. While there are numerous risk and departmental management initiatives that fall into this category, I will focus on two that often are overlooked: No. 1. – Internal Marketing:Within your organization, marketing efforts should not be limited to sales and marketing personnel. Internal marketing initiatives by corporate legal departments can help make employees aware of the services provided by the legal department, and maybe more importantly, know when to avail themselves of those services. My experience has been that many employees, including those in management, don’t realize what services the legal department can provide. While they may be aware that members of the legal department review company contracts and sit in on many meetings, they may not know much else. In some organizations, many employees envision the legal department as some sort of top-secret group that is involved in many different areas of company activity, for many different unknown reasons. The best way to part this veil of secrecy is by internal marketing. I recommend that corporate legal departments host an “Open House” at least once a year. At a minimum, you would invite the new employees who have joined the company in the last year to meet the various representatives of the legal department and talk about what they do. As an example, a trademark/intellectual property manager could discuss how he or she protects the company’s intellectual property. An M&A lawyer could talk, in general terms, about how the company’s business arrangements are structured to best protect its assets. For a successful event, I highly recommend that: food be provided at the event, as free food always increases the turnout; no one person in the legal department talks for more than 10 or 15 minutes, especially the general counsel; and the event be kept as informal as possible. An informal, interactive Q&A is more beneficial to the employees than simply listening to a presentation or viewing a slide show. I also suggest using some catchy name for these events, such as “Legal Lunch & Learn” and suggest that one of the presenters throw in some corny legal humor to put everyone at ease. For example, in discussing the contract review and management process at our company, someone can always point out that the company has “brilliant” lawyers, in that any one of them can look at a contract and immediately tell whether it’s oral or written. The only caveat is that you remind your legal staff that they should not discuss any confidential information. It’s fine to talk about how the department handles litigation, but it is not acceptable to discuss specifics or even the number or type of cases, except in the most general terms. It is possible that some falling rocks can be prevented if your company’s employees understand the services provided by the legal department and are comfortable utilizing them. Internal marketing is the key to get this message across. COLLABORATION IS KEY No. 2 – Collaboration with Information Technology Department:Other than when a laptop crashes or some other gadget has you stumped, corporate legal and IT personnel generally have little interaction. Physical location is often a factor as the corporate legal department is usually near the CEO’s office while IT is in the remote bowels of the building or maybe even off-site. Regardless, I would encourage corporate lawyers to get to know their company’s IT personnel and the capabilities and activities of the IT department. Just as lawyers monitor professional literature and legal publications, IT personnel tend to do the same with technical literature and computer-related publications. They are knowledgeable about the latest sophisticated electronic technology and communications tools. If given the opportunity, they are more than happy to share their knowledge and expertise if you and your legal personnel simply ask. By developing a relationship and working closely with the IT department, you may find there are in-house technologies available that can produce significant savings on outside counsel fees for legal research and background checking. This collaboration can ensure that the best and most cost-efficient IT services are utilized by the legal department. Most corporate legal departments are dependant on functioning in-office and remote computer networks, telecommunications systems and Internet access. In the event that an untimely disaster decimates your company’s network and telecommunications systems, the legal department can be rendered totally ineffective at a time when its services are crucial. As such, I recommend that legal personnel be directly involved with IT in preparing company disaster plans. It also may be worthwhile for the legal department, in collaboration with IT, to consider having its own disaster recovery plan. Especially in light of recent events, disaster recovery planning is another fallen rock where legal and IT departments must collaborate. Even if your legal department is not planning a trip down that winding mountain road in the company SUV any time soon, it is still wise to consider some internal marketing and IT collaboration strategies. You never know when the boss will have the urge to take a road trip. Quintin Cassady is general counsel and secretary of Galderma Laboratories, the Fort Worth, Texas-based U.S. operating company of a worldwide dermatology company that is a joint venture of Nestl� S.A. and L’Or�al S.A. Cassady’s e-mail address is [email protected].

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