Mary Ann Hynes, Paul Williams, and Sam Scott
Mary Ann Hynes, Paul Williams, and Sam Scott

“The GC can’t be just a police officer,” says Sam Scott, former CEO of Corn Products International (now Ingredion) and director on three different boards. “Those that are good, those that tend to work well, are the ones that say, ‘We may have a problem doing it this way, but here’s the way I suggest you approach it instead.’”

The GC/CEO dynamic is changing, and general counsel slowly beginning to take on more responsibilities in the board, they’ll need to calibrate their responsibilities accordingly. This change is still occurring to this day, says Scott and one of his former GCs, Mary Ann Hynes, on a panel at the “GC/CEO: A Candid Conversation” event presented by Dentons and Major, Lindsey and Africa. Former Cardinal Health chief legal officer Paul Williams, a partner and leader of Major, Lindsey & Africa’s GC and in-house attorney recruiting team, moderated the discussion.

Scott says that the relationship between the GC and the CEO changes from company to company, but having a GC integrated into the business side of a company can make all the difference. “Generally, if the GC doesn’t play the business role, after a very short period of time the organization starts to suffer, because everyone starts to reject the general counsel,” he says.

Hynes says that in order for a GC to integrate with the business, he or she needs to understand why the business makes the decisions the way that it does. When a GC offers advice, she says, it is important for it to come from a mindset that takes the company’s best interests into mind. And if the CEO doesn’t want to listen, then she says to “ask and ask again, but do it professionally.”

But of course, as with any business decision, conflicts can occur. Scott told InsideCounsel before the event that the relationship between a CEO and a GC comes most in handy during the tough times. A strong level of mutual respect allows the two parties to work together and come up with the best solution for the company.

“If you have the of relationship with your GC where you know that person walks with you as a business person, and they dig their heels in, you better know that you can’t go beyond a certain point. You can’t,” Scott says. He also adds that “if you have somebody who says no to everything, sometimes people try workarounds. And if they work around the wrong case, you can get your organization in a lot of trouble.”



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Hynes says that in her experience, it’s important to make your opinion known to be an integral part of the team. She told the general counsel in attendance that it’s important to assert her point “with respect, but with firmness about it.”

And in order to get the chance to make that point, Hynes says that if there is a meeting between high-ranking members of the company, general counsel should not be afraid to fight for a seat at the table. “It’s very rare that anybody’s going to turn away the GC,” Hynes said with a laugh.

In some companies, the legal department can easily obtain the reputation of a naysayer, shooting down business propositions due to one idea or another. That’s why it’s important, Scott and Hynes say, for a GC to maintain positive body language and to actively communicate with the CEO, the board and other members of the C-suite.

“Obviously, by the nature of being a good lawyer, the GC should be a good communicator, but if they only deal in legal speak, then that’s not going to work,” Scott says. “You have to have somebody you can develop a relationship with, somebody you can feel comfortable with, and somebody who feels comfortable with the organization.”

Scott mentioned that during Hynes’s interview process, the two spent much of the time laughing and joking. That sort of chemistry allows the company to press forward, even in the face of the worst adversity.

For Hynes’s part, she said that understanding the CEO’s motivations allows her to think outside of the box, enabling her to create value in a way that a strictly legal GC could not. For instance, she mentioned how she investigated her company’s IP strategy as soon as she started one new job, and she allowed the business to expand in a way it had never thought possible.

“It’s exciting for many people within the business to see the GC break out and be the enabler,” says Hynes.

For general counsel in today’s growing risk and compliance environment, the chance to become the enabler may not occur too often. However, through the establishment of a strong, mutual GC/CEO relationship, not only will the C-suite become a more cohesive unit, but the business can profit in ways previously thought unimaginable.