Michael Jacobson, Cooley
Michael Jacobson, Cooley (Jason Doiy)

How did Cooley persuade you to return to work after a full career and a large stock package from eBay? It’s been about 10 months and, quite frankly, that’s about how much idleness I can stand. I’m not coming back for the money; I’m coming back because there are three or four things that I really like to do that I wasn’t doing, and that I think I can do working here. One is, I get huge amounts of satisfaction from being confronted with gritty, difficult problems and figuring out solutions and having those solutions work. I got a pretty steady stream of those at eBay, and I suspect there are plenty of clients here who have the same kinds of challenging problems, and I hope to be able to be successful helping them as well. Second, I was part of a team, mentoring younger people, younger attorneys, and I’ll have a chance to do that. I’m really proud of two legacies from my days at eBay. One is, we ran a very successful company that was also a very good company, from a legal point of view. We now have two successors that are off and doing well. That’s one legacy. The other legacy I have is all the people that I worked with, many of whom are either still with eBay or PayPal, but many of whom have gone off on their own. Last time I counted I had 15, 16 general counsel who I had worked with, ranging from companies that are actually larger than eBay to tiny startups. I think in some ways that’s likely to be the more enduring legacy.

What will you be doing at Cooley? This is my second week so it’s hard for me to be certain. I suspect that I’ll end up doing three or four different things. One, I will actually do a little substantive counseling. Not so much in the pure, “Here’s a legal issues, write a memorandum.” I’m not going to be very good at that. It’s probably been 10 years since I last did a purely legal analysis. But, if a client comes to me—and they will, some have, already—says, “Here’s the issue we have, here’s the way we’re thinking about it, what do you think?” That, I’m really good at. I think that, as part of a large team though, one of the things I’m really good at is translating legal issues into business speak and business speak into, “Here’s what they’re really telling you.” Lawyers who have never been in a corporate setting don’t always get that, so I think I can be a helpful intermediary in many circumstances. Sometimes that will be helping the business to understand, truly understand, what advice they’re getting, and sometimes that will be the other way around. “This piece of litigation really isn’t bet-the-company litigation, so maybe we should approach it this way as opposed to that way.”

What does your schedule look like, your billing, etc? My schedule is flexible. That’s one of the reasons I like this gig. I come into the office most days and it’s, to a lesser extent than was true at eBay, I don’t always know what I’m going to be doing when I come in the door. But I’ll have figured it out by the end. I do have a billing rate, I do bill where appropriate. The rate is pricey, and that’s because I really don’t want people to think of me as “Go and write that prospectus.” That’s not the highest and best use of my time, and it’s not the highest and best use of their money.

But, “Read that prospectus, what have we missed?” That’s a real value add.

How have legal services changed in Silicon Valley, and what is the most striking difference between when you left Cooley and your return? The most striking difference is the difference in in-house, in the size and sophistication of the in-house practice relative to 18, 20 years ago. For most big Silicon Valley companies the in-house legal group is, it’s essentially a world-class, very sophisticated, cross jurisdiction, in many cases international, law firm. And therefore the way outside counsel has to interact with them is a little different from 20 years ago where most in-house groups were much smaller and many of them were a little less sophisticated. Now, for the 20 person or the 100 person startup, that hasn’t changed as much. But when I left eBay, we had 420 lawyers in 21 countries. That’s a decent sized law firm.

Explain how that interaction between outside counsel and clients is different. Companies have become far more sophisticated in their use of outside counsel, which is a little hard on the outside counsel. It means that law firms really do what they do best and then the work that makes sense to be done within the company gets done within the company. There’s no question, and this is probably the other difference from 20 years ago, the regulatory load for almost any company is much higher today than it was before. It’s become far more complicated, it’s become far more pervasive, and, in some sense, the need for sophisticated outside counsel has actually become greater rather than lesser, over time, notwithstanding the growth of the in-house firm. I don’t see any signs of change in that particular pendulum any time soon. I think that legal expenses as a percentage of sales is going to continue to go up for most companies just because most companies—again, another big difference from 20 years ago—many companies were fairly domestic. Almost all companies now have to be very international, and that means they’ve got to deal with a bunch of legal regimes that, in many cases, they’re just not very familiar with. It takes a lot of learning to understand, “In China you’ve got to do this. In Japan you’ve got to do that. In Turkey you’ve got to do this.” One of the things that I think I can bring is—[there's] a famous phrase, “Why do you think they call it practice?” I’ve made enough mistakes over my 35 years that I’ve learned a lot and I’m a lot better for it.

Law firms are increasingly concerned about profits and revenue and laterals are hired for their client roster and enormous books of business. Where do you fit in, financially, in a world that cares more and more about the bottom line? I think that remains to be seen. I certainly don’t come in with a big book of business. Both the general counsel at eBay and PayPal were brought in from outside. I was certainly involved in that process, but it’s not like they were people who had worked for me or with me for many years before coming on board. So, we’ll need to see from a financial point of view. But as I said earlier, I’m not doing this job because I need a lot of money. I’m in that happy position where I don’t have to demand a lot from the firm and if things work out, then fine, I’m sure I will be well compensated. And if not, I’m not going to be much of a burden on them. I suspect that and hope from their point of view that it will turn out to be a very good deal and I’m going to work hard to make sure that happens.

What keeps you up at night, both in anxiety and excitement? A year ago, there were tons of things that kept me up out of anxiety. Now, the only things that keep me up are out of excitement, because I really am looking forward to seeing what I can make out of this new gig.

What’s your goal for your next few years at Cooley? Fundamentally, I think it’s three fold: One, I’d like to be able to point to at least some examples where I made a difference with particular clients on particular problems. Two, I’d like to have played a part in making the firm stronger and more successful. And three, on the people side, I’d like to be able to point to some folks where my presence and whatever mentoring or teaching I do has made a difference and made them more successful.

Contact the reporter at druiz@alm.com.