Rachel Hyland meets Client Legal Director William Blumenthal to find out why the 'General' in General Counsel is so important.
As one of the most experienced General Counsel on the team, William has dealt with pretty much all legal and commercial matters that a business can face during his career.
So, I took the opportunity to pick his sizeable brain to find out more about how he sees the role of in-house counsel in a business, and what sets GCs apart from other lawyers.
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Hello William. So, I recently heard General Counsel described as “Jacks of all trades”. Do you think that’s a fair description?
No I don’t. I think the role of the General Counsel is complex and nuanced. Whilst a GC will have many technical skills, he or she may not have all the answers to all the questions. You obviously need to have the answers to the questions within your areas of competence but that can vary from individual to individual. What a GC will have is a holistic view of the client’s needs and the judgment of how to fulfil them.
More importantly, a General Counsel needs to understand where legal issues contribute to what the company is trying to achieve, how to support their goals. As a GC, you need to know how, when and where to help on the journey. That help can come in many forms – sometimes it means acting directly (as an external lawyer would) and sometimes it means managing the legal issue by procuring the right external advice and overseeing the solution or implementation of whatever is required.
So, would you say that it’s as important for a lawyer to give strategic advice as legal advice?
Absolutely. The General Counsel’s time is split between advising strategically and doing legal work, whether that’s drafting or negotiating or challenging or whatever it happens to be. The GC’s role is a senior management role, acting as part of the Board or senior management team.
That will often include instructing external lawyers where appropriate, where a particular specialism is required. FDs and CFOs often don’t have sufficient time (or, in general, the skill set) to do that cost-effectively. So, they throw the problem over the fence and that gives the external company carte blanche to spend almost as much as they like in dealing with it. The General Counsel understands how law firms work and can frame the instructions intelligently and strategically.
A General Counsel is a pragmatic and commercial individual rather than a legal specialist with lots of knowledge about a small number of things. External lawyers often shy away from making a recommendation. The onus is put back on the business. A GC applies that knowledge to make recommendations that align with the business goals. It’s a different approach.
You say the GC’s role is a senior management role. Can you tell me more about that. Who do you mainly work alongside?
Well, my own experience has been largely relating to members of the senior executive (or leadership) team. I find that that my best relationships have been with CFOs. The CFO manages risk and manages the finances and Legal sits well with that.
So, how would a GC’s input into strategy differ from, say, a CFO or a CEO? What is unique about the input that a GC would make?
It’s a good question. Let’s just take an acquisition for context. The CEO might look at the overall benefit from having another brand on board or a wider range of customers or greater sales opportunities.
The CFO might look at the impact on the numbers and some synergy opportunities. And the GC would approach it by asking, “Okay, so what does the next 12 months look like and what do we have to go through to make this work? What does it mean for our people? For the terms & conditions? What does it mean for our compliance? What changes need to be made if we have two sets of terms & conditions sitting side by side?”
It’s horizon scanning and integration planning. Facilitating these processes 12 or 24 months after a deal has been struck. It is a balancing act and it’s using the detail and experience that you have, along with the helicopter view of knowing the business from one end to the other, in a strategic context.
I was reading the wonderful recommendation that you received from David Mathers on LinkedIn. It interested me because as a salesperson, he admitted that he originally saw you in your legal capacity as a blocker, but you managed to change his mind. Is this something you experience a lot?
Ha – yes! When I was a GC and a Company Secretary at a telecoms company, the Chief Operating Officer as a joke used to call me Sales Prevention Officer.
When I started working with David, he was selling quite complex and difficult software solutions. And I would insist on various clauses going in contracts. Initially he found it a bit irritating because it was slowing down the process and he wasn’t getting his commission as fast as he’d like. But, various things happened along the way – or rather the risk of various things happened along the way – that pulled him up and made him think, “Actually, it’s a good job we did that because if we hadn’t put that clause in, we would have had a major problem.”
And he came to realise that what I was doing was not trying to prevent him from earning his commission or prevent the deal from happening, but trying to achieve a tricky balance between getting the deal over the line, and de-risking certain elements of it, the worst elements of it, if you like, so that the business could continue to grow successfully.
It’s a key part of what a GC does. Sometimes it could be as simple as a standard boilerplate clause that goes in every contract and if it hadn’t been for that provision, it would have cost us money. Or maybe it might be the other way round that, because some provision is in there, it gives us the freedom to do X, Y or Z and make some revenue we wouldn’t have been able to make if it hadn’t been there.
Is there anything that you’ve done as an in-house lawyer that you feel you wouldn’t have been able to do externally?
When you’re in-house, you have a unique perspective of the business. You get to see it from all angles. I know what the sales team are trying to achieve. I know what the business wants. I know what procurement need to know. Because I work across all teams, I can join up the dots.
The classic case might be if the sales team are trying to sell a solution of some description – a software solution for example – and they’re looking at getting the customer to sign a three-year contract. Say this solution is dependent on a third-party piece of software or a third-party facility. Then, when you’re procuring that third party facility or piece of software, you need to ensure that you’ve got it for the period that you need it for so that it aligns with what the sales team are trying to achieve. You absolutely can’t look at issues in silos. This is a fundamental difference between an in-house and external legal resource. External lawyers just don’t have that knowledge of a business.
Being close to a business enables you to have more immediate and regular conversations with key stakeholders. You can react and respond to issues more quickly. People aren’t frightened that speaking to you will lead to some hefty legal bill. It’s a much clunkier process getting legal support externally.
As a General Counsel, I’m aligned with what the business is trying to achieve, and that helps with the management of all business processes and with helping the business implement its strategy and realise its goals.
If you would like to know more about William and how he can help support your business, have a look at his team bio or get in touch on: william.blumenthal@thelegaldirector.co.uk
