Sedora Jefferson is the associate executive director and general counsel for the Texas Association of School Boards Inc. (TASB) in Austin. Jefferson says she expects outside counsel’s hourly rates to include overhead costs such as the attorney’s administrative and paralegal support.
Texas Lawyer research editor Jeanne graham emailed Jefferson some questions about best practices. Her answers are below, edited for length and style.
Texas Lawyer: What criteria do you consider most important when selecting outside counsel?
Sedora Jefferson: Deep expertise in the subject matter. Unless outside counsel is retained for conflict purposes, the key reason for going outside is to seek out superior knowledge. Therefore, outside counsel must know more than my legal team does.
• Practical understanding of the industry or business context. At the point that outside counsel is consulted, it is time for immediate and consequential problem solving. I try to avoid being the first rodeo.
• Experience with governmental entities. Our members and clients are governmental entities, so understanding their world is valuable, particularly possessing knowledge about immunity and state constitutional issues that affect governmental business transactions.
•Reasonable fees and cost-sensitive billing practices. An attorney’s hourly rate is expected to include overhead, including the attorney’s administrative and paralegal staff support. Billing for those participating in intra-firm conferences and discussions is not cost sensitive.
TL: For what types of matters do you typically hire outside counsel?
Jefferson: Outside counsel is primarily engaged to advise on specialized legal areas, to provide representation in order to avoid a conflict, and to handle litigation. Although we work with several full-service law firms, we tend to pick the lawyer and not the firm, and no one firm is the go-to service provider. Since TASB and its affiliated entities rely on various Internal Revenue Code tax exemptions, we maintain a close relationship with exempt organization tax counsel. We also maintain close working relationships with counsel in specialized practice areas who assist us or provide representation related to our affiliated entities, including insurance counsel (for the affiliated risk pool), securities counsel and public finance counsel (for the broker-dealer subsidiary and affiliated investment pool), and government procurement counsel (for affiliated purchasing cooperatives). As with most corporate entities, outside counsel is consulted on issues relating to employee benefits, intellectual property, and real estate. And I have addressed only the outside counsel needs for which I am responsible as corporate counsel. TASB has program areas that employ outside counsel to meet third-party client needs as well.
TL: What can outside counsel do to perform beyond your expectations?
Jefferson: Understand who we are and what we do and retain that knowledge as new faces within the firm work on our account.
TL: What one thing from your previous work experience is helping you most on the job today, and why?
Jefferson: Starting out as a litigator provided a firm foundation for my general counsel career. Trial work requires creative thinking, interacting with the friendly and hostile, dealing with uncertainty, evaluating liability and risk, composure, and bold decision making. Corporate law practice requires that and so much more!