What is your full title?
Senior vice president and general counsel.
What are your duties in this role?
My primary responsibility is managing the company’s legal department, which represents the company in a variety of matters, including contract negotiations, financing transactions, mergers and acquisitions, real estate transactions, intellectual property and information technology matters, and employment matters. I also provide counsel and strategic advice to the company’s senior management team. I also serve as the company’s chief compliance officer and am responsible for ensuring that the company’s businesses (both domestic and international) operate in accordance with applicable laws, regulations and policies. And, finally, I handle government affairs for Penske.
What does your average week look like?
No two weeks are really alike, so I’m not sure what an "average" one would look like. I spend time each weekend looking at my schedule for the coming week and planning what I want to get done during the week. Some weeks I may be out of the office two or three days; I try to get to Washington, D.C., once or twice a month as part of my responsibility for handling government affairs for Penske, and other travel is a function of what might be going on at that particular time. On days when I’m in the office, I keep my door open because my colleagues in the legal department, as well as my internal clients, tend to stop by when they need something. I serve as first vice president for the Delaware Valley Area Chapter of the Association of Corporate Counsel (DELVACCA), and so I spend some part of every week on DELVACCA matters (such as organizing programming or attending board meetings or other DELVACCA events). I try to make sure I’m in the office on Fridays and try to keep an open calendar so I can finish off the things I wanted to get done during the week.
How is the legal department structured and how many lawyers do you have in-house?
We have seven lawyers and three paralegals. One of the lawyers is our assistant general counsel and the other lawyers and paralegals report to him. One of the lawyers exclusively handles employment matters and the other four handle a variety of corporate matters.
What are the biggest regulatory/legal challenges facing your industry?
Since virtually all state and local governments are out of money and looking for new revenue sources that don’t involve taxing the income of their constituents, we’re seeing more efforts to impose taxes and fees on the renting and leasing of trucks. Obviously, this increases the costs to our customers and makes leasing and renting a less attractive option than ownership. At the federal level, and like all businesses in the country, we’re concerned with continued efforts by the [National Labor Relations Board] and other federal agencies to alter the playing field in the labor and employment realm.
How much a part of your job are compliance functions?
Compliance is a big and growing part of my job. I spend more time training, implementing policies and administering our Code for Business Conduct than ever before. We’re currently considering hiring a chief compliance officer to handle these responsibilities on a full-time basis.
Has your department’s budget grown or shrunk in the past year?
Our budget has grown slightly in the past year, mostly because I budgeted for the aforementioned chief compliance officer this year. But other than that, the budget has been fairly flat year over year.
Has social media impacted your work in the past few years?
Absolutely. First, we are finding that our customers and occasionally our employees use social media to express concerns about the company, so I often work with my marketing and HR colleagues responding to those sorts of things. Second, we developed a company social media policy last year, which was not easy given the confusing "guidance" from the NLRB on this subject. And, finally, I’ve started to tap into social media to keep abreast of developments in the law and in the legal profession.
How many outside law firms do you most commonly use?
We probably use about 20 or so firms for a variety of matters around the country, but I would say there are about five or six that we use on a recurring basis for specific matters.
Have you recently or will you soon go through a convergence of the number of outside firms used?
About four years ago we made a concerted effort to reduce the number of firms we use. I don’t foresee another effort in that regard. I’m fairly comfortable that we have about the right number now.
How do you most typically select outside counsel — e.g., existing relationships, RFPs, other GC recommendations?
My preference is to tap into existing relationships; I have a strong preference for working with lawyers who know the company and how we like to handle things. If that doesn’t work, I seek recommendations from other GCs. I don’t care for RFPs, since they’re generally designed to get the lowest-cost firm, which isn’t always the best way to get the best representation.
What are your thoughts on outside law firms conducting surveys of your experience with them?
I like the concept and have participated in these sorts of things numerous times. A firm that takes the time to ask about our experience with them is clearly interested in improving the services they provide their clients. Having said that, I hate filling out survey forms and much prefer speaking with a live person about my experience.
Do you hire the law firm or the lawyer?
I always hire the lawyer, not the firm. I’ve been practicing for almost 28 years (22 years in-house) and I know full well that there are good and not-so-good lawyers within firms.
What is an example of something an outside counsel has done really well?
Outside counsel who take the time to learn about our business and our culture always do a better job representing us.
What is an example of something outside counsel do not often do well?
Marketing. Firms seem to have gotten more aggressive in their efforts to generate business in the past few years and, sadly, those efforts are often clumsy. I’m fairly busy and don’t have a lot of time (or patience) for cold calls, "dog and pony" shows, or reading glossy brochures extolling a firm’s merits. And I will never give a case to a firm that sends me a cheerful email when they notice that a lawsuit has been filed against my company.
Do you use alternative fee arrangements and, if so, how often and in what form?
We have not really used alternate fee arrangements very much, unfortunately. We’ve done flat fees for repetitive matters (such as preference claims) and that’s worked well. I’ve committed myself to using more alternate fee arrangements this year; the billable hour just doesn’t work very well.
What keeps you up at night?
Several things, but I’ll give you two. One is that we have 18,000 employees in four continents and you can’t be everywhere to make sure they’re doing what they ought to (and, more importantly, not doing what they ought not to). And the other is trying to make sure I’m keeping well informed of what the business is doing; I’m fairly accessible, but am constantly amazed that my business colleagues often forget (or don’t realize) when they need to get legal advice before starting a new product or service or embarking on some new initiative. But as I talk to more of my fellow GCs, I’m finding that this phenomenon isn’t unique to me or to Penske. •