Ross Mansbach, Halyard Health, Atlanta. (John Disney/ALM)
Ross Mansbach has worked in a big corporate legal department that didn’t need outside counsel for a lot of matters because the company had experts for many types of legal challenges. Now he helps run a small legal department, one that has to use outside counsel more often.
Mansbach is the vice president, deputy general counsel and corporate secretary at Halyard Health Inc., a medical device company that spun off from Kimberly-Clark Corp. in 2014. Mansbach worked for Kimberly-Clark and went to Halyard with the spinoff.
Asked about the key to managing outside counsel, he said, “The first part is just choosing the right counsel. You’re going to be working with someone who’s extremely capable and driven to help. Assuming you’ve hired the right counsel, the key is enabling them to do their best work.”
Mansbach graduated from the University of Chicago law school, clerked for a federal judge in Chicago and moved to Atlanta to work at Powell Goldstein before going in-house.
He spoke to the Daily Report about the five-lawyer legal department at Halyard and how it goes about hiring and managing outside counsel.
This transcript has been edited for length and clarity.
Q: Tell us about the Halyard in-house legal department.
A: The senior vice president and general counsel is John Wesley, who was the former vice president and corporate secretary at Kimberly-Clark. Reporting directly to him is Halyard’s head of internal audit, the head of corporate security and me, handling the legal function. Working for me are three attorneys, two paralegals and two administrative assistants.
Q: Does each lawyer have a particular role, or are they generalists?
A: One does all of our intellectual property—all of our patents, trademarks and copyrights. The other two are generalists, each coming with a base of knowledge—one in transactional law and the other in health care law.
I try to hire people who I think are highly capable, flexible and driven people because … with a relatively small department, working for a company that’s our size—$1.7 billion in sales, 12,000 employees, a global manufacturer and marketer and seller in a highly-regulated space—there are a lot of legal issues that we need to address. There are some that are core and consistent, but many of them are not or are unexpected, and we simply need to be capable of handling whatever is presented.
Q: How do you decide whether something will be handled in-house or with outside counsel?
A: That’s something we’ve had to adapt to. At Kimberly-Clark, the model was very much to handle things in-house, and going outside was the exception and not the rule. We had so many more attorneys in so many locations, with a range of legal specializations—whether it was real estate, tax or something else—and now we don’t have that. There was also a separate corporate function that handled the public company matters that, as a business division, we didn’t have.
So now at Halyard we do as much work as we can in-house, but we rely more on outside counsel than we did when we were at Kimberly-Clark. One reason is we don’t have specialization in some areas of the law—whether it’s tax, employee benefits or another type of matter. The other reason is volume. We can’t necessarily handle all the work ourselves, and for some kinds of matters we’re just not set up to handle things in-house.
When we have litigation, we’ll manage things in-house, and we’ll work very closely with outside counsel, but we’ll hire outside counsel for any litigation matter we have.”
Q: How do you manage outside counsel in litigation? Is it deciding strategy and tactics or something else?
A: It’s helping develop the strategy for the case. And making sure the outside lawyer is executing on that strategy efficiently and well. And also doing whatever we can to enable the outside counsel to handle the case well, such as making sure people internal to the company are responsive and are producing documents or producing whatever the outside counsel needs to either prosecute or defend the case.
Q: How do you decide who to use as outside counsel?
A: It depends on the matter. In litigation, for example, there are different sizes and kinds of cases, and we reach out to different firms depending on the kind of case it is. Does it require a particular expertise? Does it involve a particularly significant exposure? Does it involve a particularly high profile within the company? Those are some factors that go into the calculus.
Q: What are some of the Atlanta-based outside firms you use?
A: We use Alston & bird for corporate matters, transactional matters and for some litigation. We use King & Spalding for certain matters, including some litigation. And we use Bryan Cave for some employment and litigation.
Q: How do you go about picking a firm for a new matter?
A: We often go out to at least three firms, and sometimes more, and essentially bid the work. We explain what we think we need. We ask them who they have who can do the work and what they would charge for the work. Then we interview the people who would be involved, and we make a choice from there. Often the lawyers that we’re talking to are all highly-capable people and highly capable of doing whatever the work is. We pick whichever firm—or more usually an individual lawyer or team—that is going to be the most helpful for that particular matter.
Q: So that adage that people hire lawyers, not law firms, is accurate?
A: Yes. Earlier I named firms we use, but underneath that there are particular lawyers at those firms we wanted to work with, and once you’re working with one lawyer at that firm, it eases introductions to other people at the same firm. But we wouldn’t use someone at a firm simply because they’re at that firm.
Q: What’s the key to managing outside counsel?
A: The first part is just choosing the right counsel. You’re going to be working with someone who’s extremely capable and driven to help. Assuming you’ve hired the right counsel, the key is enabling them to do their best work.
Part of that is treating the outside lawyers in a similar way to how we treat people inside the company, which is to provide honest feedback at all times. Feedback can be both positive and negative, and it goes both ways. Just as I’m trying to help them do their best, I expect that they’re going to help me do my best job in-house as well. They do that by providing me honest advice and challenging me, as appropriate, whether it’s a strategy or whatever it may be, I’m hiring people for the benefit of their experience and their capabilities, not simply to tell me yes. Ultimately we’re trying to get to the best result, and we’re going to do that by having that kind of honest dialogue.
People help me do my job well also by understanding that we have our own clients, internal to the company. We need outside counsel to help us be responsive to our own clients. Outside counsel help us by managing expectations about what opinions are going to be or when things are going to happen or things like that.
Q: When do outside counsel frustrate you?
A: Sometimes outside counsel don’t provide clarity in their opinions. That’s an indication that I’ve used to either hire people or move away from others. One of the things we look for are people who can provide those clear, practical, business-oriented opinions that we can use.
There’s a nuance there, because sometimes matters simply aren’t clear. And if that’s the case, then so be it. But there are many, many times when we need that clarity so that we know what to do, and we know what advice to give people internally.
Q: Do you tend to pay hourly fees or pursue alternative arrangements?
A: Most of our work is hourly, with discounts. There is some work where there are success fee components to it. I haven’t seen a lot of innovation in that area. A similar menu of alternative ways is often available, and we do whatever makes sense.