Jane Sherburne
Jane Sherburne

In the legal industry, and particularly working in house, you can be right, but if you aren’t trusted, being “right” doesn’t matter.

This was among many common beliefs espoused by a group of GCs who spoke at the latest Project 5/165 workshop, which was held at the New York office of Akin Gump, where experienced general counsel assembled to share their insights and advice to a small group of associate general counsel and deputy general counsel on the path toward the GC seat. 

While being a legal expert is critical to serving as general counsel, having a close relationship with the CEO, CFO and other members of a company’s senior leadership team is just as important. 

“We want to be problem solvers and we want to get to the point where our business partners trust us as a business advisor,” explained Jane Sherburne, who has served as executive vice president and general counsel of The Bank of New York, and recently announced her resignation. “Getting to that point is challenging. In order to give good legal advice, you have to understand the full business picture. and you won’t get there unless they have the confidence you understand the full business picture.”

She also said that a key trait for an aspiring general counsel is a sense of humor.

“Women need to emply different strategies than men for dealing with difficult situations. Women often diffuse tension with humor, and do that naturally,” Sherburne said.

Another quality she said GC-hopefuls need is “fearlessness.”

“As a GC you really do need to throw yourself in front of a train now and again and do it knowing it’s going to be hard and you’re not going to be popular,” Sherburne said. “There are times where you really need to step up and be courageous.”

“Elusive judgment” is a critical strength needed to become general counsel, she added. “Knowing when to push, when to pull. How to lead, how to inspire, how to motivate.” 

Panelists for the session, “The role of the general counsel: New responsibilities and old challenges,” also included: Amy Olli, executive vice president and general counsel of CA Technologies; Victoria Reese, managing partner, Legal Practice, Heidrick & Struggles; Michael Fricklas, general counsel of Viacom; and Jane Wasman, president and general counsel of Acorda Therapeutics, Inc. The session was moderated by Kerry Berchem, a partner at Akin Gump.

Reese, the lone “non-GC” on the panel focuses on placing general counsel within the Fortune 500. She offered valuable career advice to the women in attendance, noting that those applying for the role of GC are rarely interviewed by a lawyer. GC-hopefuls typically meet with the CEO, CFO and other members of the C-suite.

“Empathy is important to demonstrate in the interview, that can be done with a sense of humor,” Reese explained. “Emphatize for the issues that they have to deal with on a daily basis and feeling like you have the same value system. Walk them through a case study of where you’ve helped the company to show them you understand what they deal with on a day-to-day basis.”

For general counsel, another critical area is legal budgets as a cost-center for the organization—a swift departure from being a profit center at a law firm. Having credibility with your peers can be established by being an effective steward and manager of legal resources, Sherburne offered. 

“It is worth spending some time establishing credibility with your business people about how we are handing legal expenses and the measures we have taken to ensure we are managing costs responsibly,” she said.

Since Sherburne has taken this approach in her career, she said, “The noise from the business has diminished significantly around the costs because business managers understand them. This trust is critical to avoiding ever being put in a position where you have to play the ultimate card telling the company that the gap in resources is creating unacceptable risk for the company.” 

Fricklas, who has served as GC of Viacom since 1998, stressed the importance of working for companies that have a culture that you can believe in and stand behind as the general counsel.

“You have to be true to yourself. To do that you need to understand the big picture,” Fricklas advised. “Also, it’s having the right client. Be with people who do the right thing.” 

When it comes to decision-making, putting yourself in the other person’s shoes is paramount to being a good GC, he added.

“When it comes down to a decision, I ask ‘what would I do as the CEO?’ Think of it in those confines. Put yourself aside. Ask, ‘what is the best interest of the company and CEO?’” Fricklas said. “If you can get that trust, that is the absolute most critical thing in the C-suite. You could be right but if you’re not trusted, it doesn’t matter.”


The next Project 5/165 workshop, which is sponsored by InsideCounsel and Sheppard Mullin, will take place on May 21 in Los Angeles.