Joe Torrre, General Counsel

Joe Torre would have made a great General Counsel. George Steinbrenner would have made a terrible GC. One makes it about the game, the other makes it about himself. The owner has that uxury but the manager does not.

When I lived in the New York area, the Yankees were on a roll and Joe Torre was the coach of the century. But I was always struck by how little he actually seemed to do in the dugout. This was especially true when I watched a game on TV. A nod. A finger to the side of his nose. Pick up the phone. Walk to the mound. Talk. Walk back to the dugout. Scratch. But each move seemed to have a purpose, a meaning, a goal. I doubt if Joe Torre even spit without meaning something - whatever he had in his mouth night after night.

Joe probably knew more about baseball than anyone in Yankee Stadium on any given night, but he never flaunted it. He just got it done. Time after time after time.

And what is a GC on any deal? A manager. And if he's going to manage the team effectively, he better know more than anyone else about doing deals or he's not going to have the respect of his team. This doesn't mean he's can pinch hit, be the DH or even throw a good slider. It does mean he knows when each of those skills are needed in the deal, and which of his people can deliver on it in the bottom of the ninth and down a run.

That's what a great GC does - he doesn't make the game or the team about him. He just gets it done. Like Joe, he knows who to put in and who to take out...

And when its time to curse out the umpire.

Thanks for reading.

Richard Russeth

[This is Pt. 6 of "Good GC or Great GC: The Seven Characteristics That Make The Difference", a series of seven weekly blog posts discussing what makes a great GC]

The Two Types of GCs That "BIg, Local and Firm" Absolutely Loves

There are two very expensive types of General Counsels out there. The ones who think they can do everything and the ones who think they need help to do anything. In my view, in the long run, this kind of over-lawyering and under-lawyering are equally expensive.

The “Everything Calls For A Specialist” GC is known by the speed dial on his mobile phone: #1 Big, Local and Firm, #2 Eye, Pee and Property, #3 We, Seu and Settle, #4 Findem, Buyem and Sellum, and of course #5 See, Em and Ay.

Firms love this guy.

The “I Can Do It All” GC is known by her speed dial to #1 Westlaw representative, #2 NexisLexis rep, #3 Practical Law rep and #4 her third husband.

Firms love this GC too.

Despite my over-lawyering and under-lawyering crack at the start, this GC might actually cost more than the “Everything Calls For A Specialist” GC. At least the “Everything Calls For A Specialist” GC usually gets the job done correctly, albeit expensively.  We all know its much harder (read: expensive) to fix a mistake than do it right in the first place.

I may be The Last Generalist, but I am neither of these GCs. I can fix a broken leg, do an appendectomy, deliver a baby in a pinch, tell you to lose some weight and prescribe Xanax. 

But I won’t perform neurosurgery or a triple by-pass.

Even The Last Generalist knows when to call a specialist.

Thanks for reading.

Richard Russeth

[This is Pt. 5 of "Good GC or Great GC: The Seven Characteristics That Make The Difference", a series of seven weekly blog posts discussing what makes a great GC]

Manage Real Risks, Not Theoretical Ones

It’s not that I don’t care about the difference between contributory negligence vs. comparative negligence, it’s just that the lawyer I had been negotiating with on the phone for the last hour was fixated on that issue as the key element in deciding on the choice of law provision in our contract. At least it was his key element.

Me? I could not imagine the distinction was ever going to be a meaningful issue. In the end, while he got what is law training taught him to get, I got what my client needed.

In my last post, I talked about wanting business people who know a lot about the law rather than lawyers who know a little about business. My contributory negligence friend is a perfect example of why. As a businessperson, your General Counsel will spot the real risks that need to be properly accounted for, while the other lawyer is caught up in the minutia chase. Your GC is spending her time is getting it right on the real issues, the ones that matter to the client in a dollars and cents fashion, not the theoretical ones. A lawyer focused on winning the legal negotiations rather then creating a successful business deal is not the lawyer you want as your GC.

If there are five theoretical risks and two real risks (let’s call them “deal risks”) in a given transactions, it seems a fair trade from a contract negotiation standpoint to get the deal risks covered for my client at the cost of taking some theoretical risks. Some argue that you cannot or should not make these kinds of distinctions but as lawyers we make these kinds of distinctions all the time. Treating all risks as equally important is equally risky - and is not why our client hired us.

Managing “deal risks” is hard, and it does not mean you don’t pay attention to the minutia, the theoretical or the unlikely. It means you have to understand the business, the deal, and the real transaction risks.

You need a General Counsel who manages real risks and not just theoretical ones.

Ask your next GC candidate these:

1. What was your role in the last significant transaction you were involved in?
2. What were the key issues that you advised on?
3. Why did you consider them key?
4. What was your client’s reaction to your input?
5. How were they resolved?

Thanks for reading!

Richard Russeth

[This is Pt. 3 of "Good GC or Great GC: The Seven Characteristics That Make The Difference", a series of seven weekly blog posts discussing what makes a great GC] 

A Great GC Knows Its Not Just Risk Avoidance

In my post, “Six Rules for a Successful Legal Career,” I left out a key mentor: Jerome “Jerry” Jenko. If my first legal mentor, Ed Stringer, was a lawyer’s lawyer, then Jerry was a businessman’s lawyer. Jerry replaced Ed Stringer in 1989 as the General Counsel of The Pillsbury Company after a hostile takeover by Diageo (all booze, all the time).

The first thing he ever said to me was: “Be the businessman who knows a lot about the law instead of the lawyer who knows a little about business.” His point being that if you’re just going to be a lawyer, your company may as well hire the lead corporate practice partner from Big, Local and Firm when needed, instead of having an in-house General Counsel.

A good General Counsel will learn your business, but a great General Counsel will learn your balance sheet, your competition and the industry, and then help you craft strategy, goals and vision in a way that uses the law as an asset in achieving them, not just a risk avoidance tool.

A great GC appreciates the opportunities presented by the lawsuit, deal, M&A, marketing campaign or the bull session in the C-Suite. A great GC knows that the successful business law counsel can’t be gleaned from the Restatement of Contracts 2nd, the USCA, or the UCC; rather, it’s the accumulated wisdom from thousands conversations with thousands of business people on how to achieve their goals, not how to avoid risks.

Three questions (out of hundreds) to help find your great GC:

1. What is the role of the GC as part of the C-Suite? if you get risk management and “chapter and verse” from him vs. “driving business success,” place a call to Big, Local and Firm.
2. What was the most interesting marketing/advertising campaign/product roll out you’ve been involved in? Look for passion, verisimilitude and a sense of ownership in her discussion.
3. What is your role in creating a company’s vision? If he only vetted it after it was written... well, you know what to do.
4. If you'd like more examples, let me know - I've got a list!

Thanks for reading.

Richard Russeth 


[This is Pt. 2 of "Good GC or Great GC: The Seven Characteristics That Make The Difference", a series of seven weekly blog posts discussing what makes a great GC]