The second in The Legal‘s series of Q&As with general counsel features Teri Plummer McClure, senior vice president of legal, compliance, audit and public affairs, general counsel and corporate secretary of UPS.
What is your full title?
Senior vice president of legal, compliance, audit and public affairs, general counsel and corporate secretary.
What are your duties in this role?
I am the company’s chief legal and compliance officer. In this role, I oversee all UPS ethics and compliance, audit and legal initiatives in more than 220 countries and territories where the company does business. I also advise and support the UPS board of directors.
I lead UPS worldwide public affairs and government relations efforts advocating increased global trade, stronger business competitiveness and improved economic growth worldwide, among many other public policies.
As a member of the company’s 11-member management committee, I am part of the team responsible for setting strategy and profit and operating plans for the company’s worldwide operations and over 400,000 employees.
What does your average week look like?
What I enjoy most about UPS is that there is no such thing as an "average" or "normal" week. The scope of the company’s operations in more than 220 countries and territories, our workforce of over 400,000 employees and the breadth of our portfolio of services and customized logistics solutions provided to our customers makes every day new and different. My legal team and I thrive on the opportunity to work through challenges and find solutions to complex problems with our business partners to help our customers grow their businesses.
How is the legal department structured and how many lawyers do you have in-house? Do they specialize in certain areas?
We have a lean legal department for the size of the company — by design. Our in-house lawyers are experienced both in terms of substantive expertise and their knowledge of the business. In fact, we pride ourselves on having a healthy mix of lawyers who trained in large firms before joining the company and others who started in our operations and went to law school later or even part-time while working at UPS. UPS has a "promote from within" culture that we foster in the legal department. Most lawyers do have subject-matter expertise that may be unique in the department, but we also push our lawyers to get outside of their comfort zone and work in practice areas that they may not know as well. Some of this is by necessity because we are leanly staffed and our lawyers must wear many hats. But broadening the exposure of the lawyers to different practice areas and more parts of the business makes them better issue-spotters and problem-solvers in my experience.
What are the biggest regulatory/legal challenges facing your industry?
There is no one thing that I can point to because our business is dynamic and global, which means the legal issues are myriad. But we certainly spend significant time ensuring that our legal department is aligned with the priorities of our business. Accordingly, we have allocated resources to fast-growing and complex regulatory areas like our health care distribution business. We also have incredible opportunities to grow our business outside of the United States. To support that part of the business, we ensure that our international legal team — both in-house and outside law firms — is experienced and nimble enough to keep pace with our growth in the different regulatory environments in which we operate outside of the U.S.
How much a part of your job are compliance functions?
Compliance is always on my mind, but I do not separate it so neatly from my other responsibilities as your question seems to suggest. We work hard to integrate an ethical and compliance mentality into our business operations. So, for me, it is critical that my compliance team develop innovative, practical training and advice that is relevant to the frontline operators of our business around the world. UPS’s employees are our best defense against conduct that may not be consistent with our high standards. A highly trained and ethical workforce helping us identify concerns proactively can be as effective as the fine audit program we field.
Has your department’s budget grown or shrunk in the past year?
We like to think about value that the legal department brings to the enterprise, because looking only at fees year-over-year tells just one part of the story in terms of gauging "success." But we do carefully manage our costs, both our inside spend and the fees we pay our outside firms. We have a converged network of firms around the world that know us well and are efficient. We aggressively analyze our spend with these firms and negotiate discounts and alternative fee arrangements that make sense for all parties to ensure consistency in terms of quality of the work and predictability around cost. Over the last few years, we have done well managing our costs down while maintaining our level of service. But the demands for more efficiency from the lawyers in the legal department and our firms will not lessen in my view.
What is your biggest legal or organizational need?
UPS’s goal is to help our customers grow their business with innovative and reliable logistics solutions to their global transportation needs. In the legal department, our priority is to support our business partners to make these solutions happen for our customers.
How has social media impacted your work in the past few years?
Social media is an integral part of the way we communicate with our customers and how the media and our customers communicate with and about UPS. Accordingly, it is difficult to separate "social" media from the support that we provide to our communications and advertising clients in general. The rapid growth of these channels has been exciting and there has been a learning curve to become expert on the issues that frequently arise. But it is here to stay and UPS embraces any opportunity to communicate in a relevant way to our customers and the public about our commitment to service.
How many outside law firms do you most commonly use?
We use many firms around the world. We went through a convergence process about 10 years ago and now have a network of global firms that know us well and are efficient.
Have you recently or will you soon go through a convergence of the number of outside firms used? Explain.
No. See previous answer.
How do you most typically select outside counsel — i.e., existing relationships, RFPs, other GC recommendations?
Within our network of firms we use a variety of factors in determining where work will go — such as subject-matter expertise, geography, past experience and success, or the testing of new law firm capabilities. We also will at times use prenegotiated hourly rates, at other times fixed- or flat-fee models, and occasionally RFPs to solicit competing bids. The techniques vary, but the firms that work with us know that in order to win the "big" matters for us, they also need to be efficient and strong in the "small" things first. Much of the work we need done is not bet-the-company litigation, so our most successful firms are those who can help us efficiently manage the more mundane work that needs to be done on a daily basis well and cost-effectively.
What are your thoughts on outside law firms conducting surveys of your experience with them?
We do like to have open communications with our firms and welcome these sorts of surveys. We periodically look to our law firms to tell us what we do well and can do better, too.
Do you hire the law firm or the lawyer? Why?
I think it is rare that one or the other is the deciding factor. The resources of a firm are often relevant, and we also consider the lawyers who will staff a case when assigning a matter.
What is an example of something an outside counsel has done really well?
The best firms do more than provide great legal services and advice. The firms that distinguish themselves are proactive in helping us identify risks early and mitigate them. The best firms don’t just react to the next crisis; firms that distinguish themselves try to help us prevent the next crisis from happening. For example, I prefer firms that do post-mortems on cases that don’t go well and help us identify ways to make it less likely something like that will happen again.
What is an example of something outside counsel do not often do well?
As I mentioned before, the firms that we use do the little things well. Firms that suggest they are best suited for large cases and are not equipped to handle the small things for us, too, don’t fit well into our network.
Do you use alternative fee arrangements and, if so, how often and in what form?
Yes. See earlier answer.
What keeps you up at night?
I sleep well at night. I have a very strong legal team and our company is one that is steeped in a culture of ethics and compliance. That is not to say there will not surely be mistakes and challenges ahead, but we are equipped to deal with them at UPS. •