by Diane Rodgers, Vice President and Managing Counsel, Assurant Solutions
Managing an international legal department entails two things: a daunting set of challenges and a fantastic array of rewards. The following tips are designed to ensure that there is more of the latter than the former, making the manager's job an enriching and rewarding experience.
1. Embrace the Diversity
In order for an international legal department to thrive, its management needs to embrace the diversity that an international presence brings to any organization. While it's tempting to fit international elements into a domestic structure, it misses some of the best parts of "international" the exchange of different perspectives that bring increased creativity in thought as well as an unbeatable set of best practices. Imagine gathering legal experts from around the globe to assess your deal structures, templates, policies and procedures. Imagine asking those same experts to work together to implement the best of the best from each country into a super set of legal work. Now, imagine if they could continue working together and exchanging ideas on a bi-weekly basis long after the initial assignment was complete. An international legal department gives its manager the opportunity to do just that. Teaming up lawyers from different countries to work on different templates or checklists allows them to share their experiences and lessons learned', and ultimately builds a stronger legal team.
2. Build a Solid Structure
Ten years ago, one could have debated whether having a centralized or decentralized international legal department was more effective. Modern governance and risk expectations, however, now dictate a centralized structure where the lawyers report up through the head office legal department. Having a centralized department, however, does not mean abandoning diversity. This is particularly true in those departments that are large enough to subdivide into geographical regions i.e. Europe, North America, Latin America, Asia, etc. Under this model, a regional counsel is appointed for each region reporting to the general counsel. Local counsel then report up through the regional counsel. Under a regional structure, the regional counsel can be closer to each local country than the general counsel could be. Regional counsel can be recruited for specialized language abilities and can be located either at the head office or in the local shop. Regional counsel can bring invaluable cultural and linguistic additions to the relationship between the local business and head office.
3. Mission Statements and Common Policies
A law department mission statement helps to unite the international legal department with a common sense of purpose. Similarly, a governance manual containing policies dealing with such matters as delegation of authority, signing authorities, conflicts of interest, ethics, and board composition also provide glue for the fabric of the international legal department. Common views on those matters create a united approach to the more difficult issues that local counsel face. Diversity can still be embraced by providing each stakeholder with ample opportunity to share best thinking from their local countries. This will lead to the rich set of practices referred to above.
4. Risks, Templates and Checklists
The risks across an international business tend to be the same from country to country if the local markets are involved in selling similar products or services around the world. Working with the Risk group, these risks can be enumerated and brainstorming can take place to identify mitigations for the risks. These mitigations are also unlikely to vary great from market to market. For lawyers, many of the mitigations for legal risks will be contractual terms to ensure compliance as well as ongoing profitability. An intranet site housing contract templates and checklists can assist in mitigating contractual risks. While some elements of the resources will need to be regionalized, many others can remain common. These can include risk assessments and risk control checklists- This is also a rich opportunity to mine the individual professional experiences of all markets represented in the international legal department.
5. Training
Standard training on risks, risk appetites, deal structures and templates are necessary in any international legal department. This helps control risk and provides a platform for counsel to share their experiences. Interactive training, however, is where an international legal department can move from efficient to dynamic. Use of case studies and group discussions can fuel vital debate on different ways to approach issues. A regulatory driven contract structure in one jurisdiction can be used in other jurisdictions to lead to other types of efficiencies. Discussion and exchanges of ideas will build a richer legal department.
6. Recruiting
Recruiting for an international legal department can differ substantially from domestic recruiting. A key benefit of an international legal department is the ability to have a roster of experts available around the world to collaborate and learn from each other. That benefit, however, can only be realized if the lawyer or lawyers in each country are experts in the business and legal risks of the organization.
This generally necessitates hiring more senior lawyers than would be necessary in a domestic legal department. Normally there would be several senior lawyers in a legal department with more junior lawyers being mentored by said seniors. Many countries in an international legal department will have only one lawyer. As a result, that lawyer will need to be quite senior, as support that is knowledgeable on local law will be scarce.
In order for there to be true collaboration across an international legal department, counsel in each country must also have excellent oral and written communication skills in the predominant language of the organization. Cross cultural skills are also key.
7. Communicate, Communicate, Communicate with the Department
Communication is the basic factor behind the success or non-success of any international legal department. Fostering collaboration and sharing of ideas can only be done if there is a very high level of communication. A key part of this is taking the traditional department meeting and making it more dynamic. Meetings can begin with updates of various matters from head office and shift into a quick update from each of the participants. The most successful meetings can then shift into a quick "deep dive" into a particular issue that is facing one or more sites or likely to affect additional sites in the future.
8. Communicate, Communicate, Communicate One on One
Regular one on one meetings between head office and regional counsel, then regional counsel and their reports in each country are another very important aspect of communication. Particularly with more senior local lawyers, it is tempting to hand over free rein on a "call me if you need some help" basis. Ongoing communication, however, is vital to building the types of relationships that would be present if the international legal department were sitting together in one time and space. Regularly scheduled and ad hoc calls can help to foster strong ties. In person meetings, whenever possible, are also very beneficial.
9. Communicate, Communicate, Communicate with the Business
Communication between head office legal management and the local business is also key. This is a vital source of feedback on the performance of the local counsel. Senior business people can provide excellent feedback on the non technical aspects of the local counsel's performance. They can attest to the level of business acumen possessed by local counsel as well as the level of co operation experienced with local counsel. Legal management can ask for both general and specific feedback. A simple, "How are things going?" can elicit some quite fulsome responses. Sending out questionnaires after deals or projects close can also prompt feedback from broader groups.
10. Communicate, Communicate with Outside Counsel
Another vital layer of communication is communication with outside counsel. Including outside counsel in some internal team meetings can be an excellent way of integrating outside counsel into the internal legal department. This is particularly important if the business is operating in markets where there is no local counsel or a limited local department. Inclusions in department meetings once a month or once every other month facilitates a more pro active role for outside counsel and permits them to make more meaningful contributions. Questions around the type of work that outside counsel is doing for the business can be a good indicator of activity on the ground. Legal management can also ask for updates on changing laws or political landscapes in order to stay well ahead of the curve on any changes.
Conclusion
While management of the international legal department is far from easy, it can be one of the most fascinating and enjoyable experiences that a GC can have. Embracing the diversity of the department is essential. Good structure, tools, recruiting, training and communication are also vital. With those elements in place, an international legal department is poised to support the business it serves efficiently, effectively and with a great deal of creative energy.
The information in this Top Ten should not be construed as legal advice or legal opinion on specific facts and should not be considered representative of the views of its authors, its sponsors, and/or the ACC. This Top Ten is not intended as a definitive statement on the subject addressed. Rather, it is intended to serve as a tool providing practical advice and references for the busy in-house practitioner and other readers.