Jessica, Jim and Victoria dive into the complexities of reporting structures for General Counsels (GCs), discussing the pros and cons of reporting to CEOs versus CFOs, and the broader impacts on a legal department's influence within an organization.
Jessica, Jim and Victoria Harvey, Chief Legal Officer at Smile Brands, Inc., dive into the complexities of reporting structures for General Counsels (GCs), discussing the pros and cons of reporting to CEOs versus CFOs, and the broader impacts on a legal department's influence within an organization.
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Once when you're reporting to the CEO, you're setting the tone that you're also a strategic partner. You're bringing more to the table, and you're not just a compliance officer, although that is also part of my function. But you are there to help drive the business. You are part of the executive team. You're making the decisions to grow the business.
You always have to stay humble. And I can tell you, even though I've been with the company for a long period of time, whenever we have a new executive joining or someone else on my team joining, I'm always open to new ideas. Just because you've been doingcertain things a certain way, you need different perspectives. I think in your career, no matter what level you get to, you always have to be humble and respectful and listen to others' perspectives because your way may not be the only way to be doing something.
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04:30 - Victoria’s journey
06:07 - Topic of the day
20:13 - Tactics for gaining influence
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Find Victoria Harvey on LinkedIn
Find Jessica Nguyen on LinkedIn
Find Jim Shaugnessy on LinkedIn
More about Docusign
[00:00:00] Jessica: Hello, my in-house friends. Welcome to a new episode of In-House, the podcast for in-house legal professionals. Uh, you may think, wow, how is Jessica so energized? Well, I got five hours of consecutive sleep. My baby slept five hours. It's a miracle. And I got support from caffeine called Mr. Starbucks.
[00:00:23] I'm also energized because my guest today and co-host are super fantastic, and the topic is something that is basically top of mind for all of my general counsel peers and all of my friends who are considering new roles to become a new general counsel or whether or not they should take on a new job where the GC may not report to the CEO because not, it may, it'll impact the influence of the entire legal department depending on where the GC sits in an organization.
[00:00:58] All right, folks, you guessed it. The topic of the day is, "does it really matter who the general counsel reports to?" My cohost today, please welcome folks, jim Shaughnessy, chief Legal Officer of DocuSign.
[00:01:14] Hi Jim. How are you?
[00:01:16] Jim: Jessica. I am great and wonderful to be back with you again, on in-house.
[00:01:22] Jessica: This is your second time doing a podcast. Jim,
[00:01:25] Jim: It is number two, and hopefully I learned something the last time, but I'm sure I did.
[00:01:30] Jessica: you are so good. And honestly, like in all of the advice that you gave and your wisdom you gave in the very first episode, folks, about how to master being an influential general counsel. If you haven't, if you haven't listened to it yet, I recommend it is a must listen.
[00:01:46] today's topic, I'm sure is top of mind for you because actually in that first episode, uh, you mentioned at some point in your very extensive general counsel career, you didn't report to A CEO. Is that right?
[00:02:01] Jim: It's happened a couple of times, correct.
[00:02:03] Jessica: There are cons, right?
[00:02:05] riverside_jim_shaughnessy_raw-synced-video-cfr_docusign_- in house_0048: Yeah. There, well, there are, there are pros and cons. I tried, uh, the first job, my first GC job, uh, the job spec was originally for a position reporting to the CFO, um, which is more common in tech companies than one might think. I, um, I wasn't, you know, crazy about that, but I was looking for my first GC gig and, you know, you have to be flexible.
[00:02:30] So I was willing to move for that job so I could be flexible on reporting relationship if the other aspects were correct. And then in the middle of the recruitment process they decided to change the reporting relationship and have the have the new GC report to the CEO. And I was certainly fine with that, um, that change.
[00:02:48] And I, and I don't think it was because I wowed them so much in the interview process, they decided it was necessary to recruit me. I think that they were just thinking about, um, org structure of the, the senior team of this company and, and thought that that was a, a better fit.
[00:03:03] Jessica: Yeah, well, confession as well. My first GC gig, I reported to the CFO, so you are, you are in common territory here, Jim. And folks, joining Jim and I is also another fantastic and seasoned chief legal officer who has great perspective on topic. Please welcome Victoria Harvey, the Chief Legal Officer of Smile Brands.
[00:03:28] Hi Victoria.
[00:03:29] Victoria: Hello, Jessica and Jim, so nice to see you and Jim. Pleasure meeting you. Jessica and I have gone a couple years ago.
[00:03:37] Jessica: Oh, that's right. I'm really glad Victoria, that we met and I didn't scare you away.
[00:03:42] Victoria: No, no, you, you are an absolute ray of sunshine.
[00:03:46] Jessica: Aw, thank you. Well, likewise. So for folks who are listening, Victoria and I met several years ago where I moderated a panel where she was on, where she really provided great insights, and I think I did some funny giveaway spiel that really made our panel memorable. I think it was like funny, like books you recommended.
[00:04:03] I
[00:04:03] Victoria: were giving away book. Yes. Yes, definitely.
[00:04:07] Jessica: yes, in another life I really would've been a B, maybe C level game show host, I think is where I should be.
[00:04:16] Jim: No, definitely A, there's
[00:04:18] Victoria: yes,
[00:04:19] yes,
[00:04:20] Jim: everything you do.
[00:04:21] Jessica: thank you, Jim. You're so kind. Well, Victoria, for the folks listening and meeting you for the first time, please tell us about your background and tell us about SMILE Brands.
[00:04:30] Victoria: For the last 11 and a half years, uh, I've been Senior Vice President and CLO at Smile Brands. Smile Brands is a billion dollar revenue dental service organization. What that means is we provide back office operations to over 650 dental offices and 7,500 employees.
[00:04:48] We're in 28 states. We oversee over 175 corporate entities. Um, I oversee all legal compliance, data privacy, risk management, and government affairs departments. Uh, I have also overseen HR and real estate departments while I've been at Smile. Prior to that, I was at a, I started my in-house career at a restaurant food manufacturing space where I was, uh, there for over six and a half years.
[00:05:17] And, uh, probably my reporting structure there is probably what p what, what slotted me for, for this particular, uh, po, uh, podcast is, uh, 'cause I started their reporting to the chief people officer. They were looking for a vice president of HR and decided to hire actually a legal professional into that position.
[00:05:39] Jessica: Well, I imagine working in food and beverage, there are a lot of people litigation related issues, so I can see why would, HR would need a lot of legal support.
[00:05:49] Victoria: Correct. I walked into seven waiting hour class actions.
[00:05:55] Jessica: Just seven.
[00:05:56] Victoria: Just seven. Just seven.
[00:06:00] Jim: That's a baptism by fire for sure.
[00:06:06] Jessica: Oh, well, folks, I was inspired for this topic to be a topic of the day for one of our episodes of in-House because a lot of folks, as you can imagine, reach out to me on LinkedIn or text or email asking, Hey Jessica, if you hear of any general counsel roles, please keep me in mind and I'm happy to forward on roles or recruiter notes.
[00:06:28] But what's interesting is as soon as I forward on a role and they do some diligence in the role and the individual finds out, oh no, the role reports to the CFO or CEO, no, thank you, the, uh, folks immediately eliminate from consideration that GC role. This topic is glued top of mind and it matters for a lot of legal leaders.
[00:06:51] So with that said, I'll, I'll kick it off with you, Jim, since you have reported to you, uh, not the CEO for a few times off throughout your career, and now you've report to the CEO, like, what do you think are the pro uh, the pros of reporting to A CEO?
[00:07:08] Jim: When you report to the CEO it, it is structural invitation to have influence and, uh, and that which is a, a good thing. It's not, uh, certain that you'll have that level of in influence by reporting to the, the level of influence you might want reporting to the CEO. And it's not certain that you won't have the level of, of influence that you would like to have if you report to A CFO or a COO. But it is, um, it, it's a sign that, that, that the company is aligned or may be aligned with you in terms of life type of influence you'd like to have on, uh, broadly on the company.
[00:07:47] Jessica: Definitely a strong signal. Well, Victoria, have you seen a difference in your level of influence or other pros you can benchmark, Hey, this is my level of influence in an org when I reported to the head of people versus now the, I assume, the CEO of SMILE brands.
[00:08:04] Victoria: I think it definitely set sets a tone that you have a seat at the table and that you are also not just there to. Manage risk, like when I was brought in and be, and was reporting to the CPO, uh, that I was there to oversee HR and manage the, a HR risk. But once when you're reporting to the CEO, you're setting the tone that you're also a strategic partner.
[00:08:32] You're bringing more, more to the table, and you're not just a compliance officer, although that is also part of my function. But you are there to help drive the business. You're, uh, you are part of the executive team. You're making the decisions to, to grow the business and not just to thwart.
[00:08:50] Jessica: Yeah, definitely. And I noticed, uh, when I was at Lexion and I was the general counsel there. I reported to the CEO and when I was at PayScale, I reported to the CFO. And a big difference that I had witnessed and experienced was the focus of the conversation. And with the CFO, the focus was figuring out ways to drive operational efficiencies and basically improve financial outcomes.
[00:09:15] And then when I reported to the CEO of Lexion, our conversations was, yeah, there was some of that because we were a lean, mean, started machine, but more importantly, uh, his name was Gore Roy, the CEO, he was asking me a lot for strategic input. Hey, is this the right direction for the company? Is this the right direction for the product?
[00:09:35] More and more strategic input there. So what versus just the financial outcome, Jim, is that also consistent with what you've experienced and seen as well? 'cause you mentioned you reported to A CFO like, like I did.
[00:09:47] Jim: Yeah. That it turned out that wasn't my experience that wasn't really the focus of the CFO to whom I, I reported that a fair amount of influence in the company, was very forward leaning, and also had the, a title of, of co-president. And, and so it wasn't, well he, I've never been A-C-E-O-A-C-F-O, excuse me, who's not really concerned with financial efficiency, operating expense management just goes with the territory. It's part, part of the DNA. But, He encouraged me to have a, continue to have a broad impact on the business, a broad outlook, uh, in terms of the role that the I and the legal team could have. And, and so we were, we were aligned on, on that. It's good because I probably wouldn't have, have stayed if, if the focus had been too narrow. just wouldn't have been interesting to me.
[00:10:40] Victoria: I, I think also when you're ACL O, you're a CA conscious sometimes of the company. You are there to, uh, guide the, the vision of, of the company and making sure that whatever the mission is, is also versus maybe if you are reporting to a different role.
[00:11:00] Jessica: Um, Jim, what you said, I wanted to that. I really liked what you said though, because not all CFOs are created equal in terms of influence, focus, skill to. The story of my PayScale journey is the CFO actually also had the head of people report up to him. And what that was signal was he was really functioning as a COO and not just CFO.
[00:11:24] So I had a really great experience reporting to, his name is Mark Klebanoff, also a personal ally and champion of mine because he did have that strategic mindset and he did have a lot of influence. So for folks who are completely dismissive of reporting to the CFO, keep that in mind that there are some CFOs who are, you can learn a lot from, that are not just financially oriented, though that is a big component of their role.
[00:11:50] They're very strategic and influential. I actually really loved reporting to Mark 'cause of how much I learned from him. So I didn't fight really hard when I was at PayScale to report to the CEO, but all of us know there are some cons to reporting to A CEO depending on the company.
[00:12:06] Victoria, what have you learned or witnessed as some cons that may that arose by reporting to A CEO versus other functions?
[00:12:14] Victoria: I actually, I don't see it a as, as a con personally, um, but I, I see, see it as a pro. Um, I echo your statement that you have to be open-minded. I think, especially as Jim mentioned, when you're going into your first job , you have to be humble. You don't know everything. I would not have wanted to be reporting to the CEO in my first in-house
[00:12:39] Jessica: Oh, okay.
[00:12:40] Victoria: I I did come in and during the interview said, my goal is to be general counsel. And I was told during that interview, well, if you prove yourself and that you can learn all aspects besides employment related and become well-rounded, we will consider that. And at some, and at one point I was May general counsel and started, uh, reporting to the CEO, but I think in your first position, and to those who are reaching out to you or to me and saying, I'm interested in going in-house, I don't think that you wanna be a general counsel in, in, in your very first in-house position.
[00:13:15] Yes. Unless you've been acting as an outside general counsel in a corporate function role at, at a law firm for a long time to that company, because there's a lot of politics, there's a lot of things that you need to know how to navigate and how to work with your colleagues and with the other C-Suite, and how to be influential.
[00:13:34] And I think it takes time to learn that skillset coming, especially direct, you know, from a law firm.
[00:13:42] Jim: I'd really like to emphasize what Victoria just said. There is a lot more to the job than just being a great lawyer. in fact, the
[00:13:49] Yes. Yes.
[00:13:49] important things are, are in addition to being a great lawyer, it is the ability to, to have influence high levels of, of eq um, knowledge of the business and a disadvantage of reporting to the CEO right away, particularly if you're earlier in your career is CEOs are busy, they have a lot of competing considerations.
[00:14:11] They can only afford to give, uh, each member of the team so much time. If there's a significant, you know, legal matter or governance matter on which the, uh, CLO or GCs view is, um, really valuable, they will lean into that relationship a lot. But they don't have a lot of time to help you develop as a C-level executive and, and it can be really harmful to your, your success at both in that position and to your, your opportunities to develop as A-A-C-L-O or other C-level executive to not have the right, um, you know, sort of mentoring and, and relationships going, going in. And so, as you said, there can be disadvantages. And, and that is, you know, one in particular, if you're not ready to run with a CEO, then you don't want to be there.
[00:15:00] Victoria: Yeah, I, I have found that I think that most CEOs want least amount of people reporting to them want you to be running your own department and not, and as Jim indicated not to be running to them for guidance and advice on daily basis. I mean, I can tell you, I, I actually had my bimonthly, so I only have my formal one-on-one with my CEO every two months because he trusts, he knows I manage my function.
[00:15:26] We don't need to be having this regular one-on-ones, he knows if there's an issue that he needs to be aware of, I'll pick up the phone. We're all remote, so I'll pick up the phone call and bring him up to speed. But other than that, I'm running my functions and things are fine.
[00:15:44] I think if you are brand new to the function and have never done that it would be a detriment to your career.
[00:15:52] Jessica: That's right. That these are wonderful perspectives. That, and also why I didn't push to report to the Gen, um, the CEO of PayScale is 'cause I was still learning and I learned so much from our CFO slash ceoo. The, and I think it ties to one of the other downsides that I witnessed was I did have occasional one-on-ones with the PayScale, CEO, but really he didn't really have an agenda for our one-on-ones.
[00:16:19] He didn't really know how to engage. So it was really me just educating the CEO, what the legal department was doing to make the company better, and then asking his input. But he didn't really know how to engage with the, with the general counsel, which I think was very interesting and indicative of not all CEOs are created equal as well.
[00:16:39] Jim, you're making his base there. That's true. Like there level of maturity, how to engage with legal, that all depends. I mean, a public company, CEO is very different than the pay scale, which is a mid-market private company, CEO. And with their knowledge of how to work with legal and partner with legal and having less litigation, sorry, Victoria.
[00:16:58] Seven wage in hour lawsuits, oof. How to engage with not as much lawsuits on the b2b, my career. Well, what are some of the, I think we really hit upon it. There's been a lot of pros of not reporting to the CEOs, especially early on in your career. Jim, do you have any great stories of something that you learned from not reporting to A CEO in your early days of your career?
[00:17:28] Jim: Actually it was the first job I was willing not to report to the CEO and I ended up reporting to the CEO. But what was really clear to me is my relationship with relationships with others on the executive team were almost more important than my relationships, my relationship with the CEO, that it was really important for me to cultivate those relationships and as, as Victoria said, to do it with humility that I had.
[00:17:55] So much to learn from the executives who'd been in the company for a while about how decisions were made, about what was important, about what was the, the style that that work in, in connecting with different people around the company about where, uh, how reputations were formed through, through the company, how that political capital, uh, was formed.
[00:18:17] And I, I you say use political, not in any kind of pejorative sense, but just in terms of a personal brand and for how to get things done. And then the other thing that was really important is, you know, the CEO who's a board member, a relationship with a board is different than any other member of the executive team.
[00:18:33] The COO can have a great relationship with, with the board, um, but it's probably going to be, you know, somewhat independent of the, the CEOs and somewhat derivative of the CEOs and, and. Learning from the, particularly the CFO and the CHRO about, uh, board dynamics is, is really important because you, if you just learn it from the, the CEO, you won't get the right perspective.
[00:18:58] And, uh, the perspective will help you be really successful in that aspect of your job. I.
[00:19:04] Jessica: Yeah, that's actually such a great point. And honestly, the PayScale CFO, who was my boss at the time, became my champion and, and a factor was how much respect and trust I had earned through the leadership of other functions. He took feedback and then helped elevate me because of that feedback is proof points.
[00:19:24] Victoria, anything you would like to add? I see you nodding so much like concurrence, like Jim. Yes. So much wisdom.
[00:19:30] Victoria: I personally think you, you always have to stay humble. And I can tell you, even though I've been with the company for, for a long period of time, whenever we have a new executive joining or someone else on my team joining, I'm always open to new ideas.
[00:19:44] Just because you've been doing cer certain things certain way, you, you need different perspectives. And then other companies may have done this, a different way or a different perspective. And, so I think in your career, no matter what level you get to, you always have to be humble and respectful and listen to others' perspectives because your way may not be the only way to be doing something.
[00:20:13] Jessica: What are tactics or stories you've shared where you earned the influence of maybe a, an, an executive Victoria that are not your man, your direct manager. 'cause that's so hard because every function has a different goal, priority, or agenda. Say example would be sales. They're very hyperfocused on meeting quotas or
[00:20:35] Victoria: Yes, we know. No.
[00:20:37] Jessica: example, or even, finance is very hyperfocused on hitting a certain business of financial outcome, ebitda, et cetera.
[00:20:44] How do we earn influence in those different functions?
[00:20:48] Victoria: The way I always approach my team is I feel like we are the glue and it's like right hand, you know, what the left hand is doing and always of getting to the yes. That is always our priority. And so to understand what drives business, we're there to drive the, the patients we're there to drive the standard of care in, in, in our field of what we do with, with our patients and in our providers.
[00:21:12] And so it, it's to earn the trust to, to be human, to have humility. I'm the first one to always say, listen, I may be the COOI don't know everything. The way I look at our company is it's pieces of puzzle and I just need to make sure that I have someone on my team that can answer every piece of the puzzle.
[00:21:32] Sometimes, you know, we may need to go to outside council to fit that small li little nut nugget that, that is missing. But for them to understand that you are there to support and you are there to help them, to get to the point that they wanna get to you're not a roadblock. So I think it's just, it's developing those human, touches and perspectives, which I think sometimes it's harder at least, these days.
[00:22:00] And for us in a remote way, it was much easier. It was much easier when you are in person. And I can tell you, I never called people. I always walked the office. If I had to go and walk to the marketing department to have a chat about the latest promotion, I would not be sitting behind my screen and just, and hiding.
[00:22:20] I would, I would walk over and ha engage in that conversation with the CMO as to what exactly were they're trying to, to do and how to get to that promotion in a very safe, um, matter. Given that we have to be in a highly compliant, field that we are functioning in.
[00:22:37] Jessica: Mm-hmm.
[00:22:38] Jim: Yeah, I, I could, couldn't agree more. Even though we operate in different industries, that investing time, really listening to and engaging with people at all levels throughout the company, but particularly your peer colleagues who are running other functions, understanding what they're trying to accomplish what sort of obstacles or concerns they have demonstrating your. Always on the same team that your, their objectives are your objectives. You're aligned, your methods may be different, may have some counsel for them about the right methods
[00:23:12] Victoria: Exactly.
[00:23:13] Jim: objectives are, are the same, right? they're, well, the company's objectives and, and being willing to listen to, willing to listen and, and help and, and asking them for help too.
[00:23:24] And, you know, showing trust and vulnerability. These are things that are really important. And there's no class in law school on, on this, by the way. And, but it's, these are things that are really important to, um, uh, to success. Both your individual success as, as a CLO or gc, but also to your executive team's success.
[00:23:46] And being the person, as, as Victoria said, who makes connections, who has. Provides glue. Holding people together is a really valuable function that the CLO can play because we don't, we don't have the same operational responsibilities that they have. And, and so we are not as likely to be stove piped as some of the other functions are.
[00:24:06] We can help bring people together and it's a, it's a re it's a super important role to play, and it's, and it's not just being, um, altruistic or team oriented. It's really great for the, GCs brand or career to do that.
[00:24:17] Jessica: Yeah.
[00:24:18] Victoria: Yeah, I mean they, they, they have so much pressure, you know, whether a, for my field, it's o operations for, for yours as sales, they have so much pressure. We need to be the ones who are diffusing it versus add adding to it.
[00:24:32] Jessica: I love that. I think, I think that's the heart of it, is how do we make their lives easier? We've really earned their trust and and then build that relationship. It was actually one of my favorite questions that I asked during an interview with non-legal executives, and then shortly thereafter, if I get the job to build up my 90 day or 180 day plan, is how do you define success for me in this role?
[00:24:58] And it's interesting what they say because then you can help formulate, well, one ac interview, right? Can you say, here's what I'm gonna do for you and make that success and make sure that your 90 day, 80 day plan maps to that. that's one of my favorite questions.
[00:25:12] Jim: Yeah, but it, it's also interesting you made, you may decide that you need to change their definition of your but don't, not a winning strategy. And, and any of you say, well, I think you're wrong about that. It's just a sort of, uh, get them to know they can expect more from you or different from you over, over time.
[00:25:31] Jessica: That's true, but at least it gets you a sense of where their head's at,
[00:25:36] Jim: Yeah. You know exactly where that, that's, no, it's a, it's a great question to ask. It's just like you don't always have to take the answer literally.
[00:25:43] Jessica: oh, I may not like the answer. Especially if they say, I just want you, Jessica, to review contracts, and that's your role. You stay in that lane and review it as fast possible. That's a red flag. But if that's a component of that, like saying like, this has been, I'm gonna use contracting as a, um, as an example because I've played a, a big role in the contracting process with several B2B SaaS focused companies, and there's huge volume of contracting is that they'll say, it's a really slow process here.
[00:26:10] How can we streamline that? And that's really the core of the issue, as opposed to you being siloed and I can insert. How to address their problem and give them ideas. I'm not just a human to manually review every single contract. I'm here to help you strategize and build systems and processes to, uh, to make that faster you.
[00:26:28] And it gets really excited can measure reduced reduction in time of sales cycle, et cetera, less touches of human, uh, legal onto every deal or higher a CV deals make we we're, we're getting more efficient scaling, oh, right. Well, a lot of folks now here out to me, as I said earlier, are thinking about making a change in their role.
[00:26:53] When they reach out to me, they're like, you know what? I, I'm ready to move on from so and so role to take on for the first time becoming a gc. Or, Hey, my company, um, is making changes and I'm looking for my next GC gig. And they're, and the folks reaching out to me are very, very particular generally about reporting structure.
[00:27:14] And so what I really wanted to kick off to is, helping the folks who are looking assess a GC role. Any tips? Jim, we'll kick it off with you, uh, because you, I think you had a great story about how some of the leaders you worked with, even if they weren't the CEO, you learned a lot from them, especially earlier in your career.
[00:27:35] Jim: Yeah, I, I think the questions that you just mentioned asking are really key and you need to ask the same questions of a lot of people, and it's designed for you to have a, a good view of what they're looking for, how the role is considered, what your opportunities are to have influence and then how flexible the people are likely to be if you don't think that you're aligned and it's okay.
[00:28:03] Gonna contradict something I said earlier, at least apparently contradict it, which is.
[00:28:07] Jessica: It's okay.
[00:28:08] Jim: need to be flexible, particularly when looking for that first role, there are some situations where you're just so, um, poorly aligned that you just, you know, just ought to wait for the next thing to come, come along and decide, I am not gonna be happy here.
[00:28:23] They may not be happy with me. So, I ought to help them, you know, steer them in another direction and I ought to think about either how to be happy at what I'm doing now or to, think about how to find something that's gonna look a little different than this.
[00:28:38] Jessica: Yeah.
[00:28:38] Victoria: Yeah. I was gonna say, I think people need to realize, you know, they're not only being interviewed, they're also interviewing. it needs to be a correct fit. And when it's not a fit, it becomes a disastrous event.
[00:28:53] Jessica: I'm, what I hear from you both is, is reporting structure is not the only factor folks should consider. It is one of many important factors. So, job title, reporting structure and comp package are three big factors that folks. Folks really lean and index a lot on, but what are some other softer factors or we'll just say red flags, red flags that you, you would advise folks listening to pay attention to?
[00:29:22] Because let's just say those three factors are pretty strong, but it still may not be a fit for those other red flags reasons.
[00:29:31] Victoria: For me, uh, I think it's the culture. I can tell you when I'm interviewing someone, it's the culture of my team. Are they going to fit in with my team? We're all about, um, our culture at Smile Branch with smiles for everyone. And our platform is greeting, guiding, gratitude. So are you going to be able to deliver smiles for everyone and be there and ready and able to assist, whether it is your CLI internal client or um, your teammate. we have a very nimble, small team, so even when one person is out of the office, we feel it. So I, I think if you're interviewing you, you have to also sense is that going to be the right culture and, and is the culture of the, of the department and is the culture of the company and the vision are you willing to commit to that or is that completely contradictory to, to your views and belief?
[00:30:28] Jim: Once again, I, I agree 100%. The culture is really key. You know, if you, if you're the applicant, can you see yourself being part of that culture and not just part, but enthusiastically part? And if you're looking for people, are they going to fit in the other, um, it's almost a, a corollary proposition to that is interest in the business.
[00:30:51] If, if you are interviewing for a role, wow, they're gonna pay me well, and people see 'em all right? I could, know, I could see, you know, um, going to dinner parties with them, but I really don't like what they do. And, and it may not be anything wrong, immoral, illegal, I just can't see myself getting really excited about helping make and sell the widgets that they're making and selling.
[00:31:14] I. Then once again, it, it is something to steer clear of because life's too short to spend as much time and emotional energy as we spend in these jobs and not really be excited about, you know, what the company's doing and how you're, how they're doing it.
[00:31:29] Victoria: I can tell you I turned down several opportunities and very, very high paying, opportunities that I was like, I just don't see myself in that particular industry, and I just don't understand what they're doing.
[00:31:44] Jessica: oh, well that's a red flag. I don't understand how you make money and how you'll survive. Definitely a. Tie it back to both of the things you said about culture. A good way for folks to tactic that's a good tactic is when you're interviewing for the role, I hear two components, the culture of the department and the team.
[00:32:03] When you're interviewing with your future co legal colleagues, like the existing legal team members, you may be managing, asking, why are you here, here? What do you love about working on this team? Why do you stay? That could be one question and when you're interviewing with one of your stakeholders, business partners in the long legal department, asking them, Hey, what is your perception of the legal department today? And how do you engage with them? And getting a sense of like, to get a sense of culture in that respect. Oh, Jim, you lit up when I asked. When
[00:32:33] Jim: Well, well, I, I just was reminded of something that happened in, in my career, the interview. It wasn't for a GC role, but I was interviewing for a role with a um, famous brand, uh, company that's, the financial services industry has a big B2B business, a big B2C, um, business. And it was for a, a role that wasn't exactly a, a lateral role, but it wasn't a, a clear promotion either.
[00:32:58] The interviews with the, um, the person who would've been my boss went well, and the interviews with GC went well with some other people. And then they gave me some peer interviews and, and a couple of period interviews. The people said, well, why are you looking for this job?
[00:33:10] Because we all want the job that you have now. Which was in a different location. They, and I said, well, that's a job, kind of job that we'd like. And I thought to myself, okay, um, you're telling me something about what like to work here and this one, this one.
[00:33:30] Jessica: That's really funny when you uncover those up. Ooh. Well that's an interesting response.
[00:33:35] Victoria: I can tell you earlier on when I was looking for my first GC position. Interview with companies that have never had a GC or, um,
[00:33:44] Jessica: Oh, yes.
[00:33:44] Victoria: I think that you always walk in, they think that you are just going to handle everything. They will never use outside counsel for anything that their outside counsel fees are gonna go down to zero.
[00:33:57] And I think that is definitely it, it's a red flag because you're never going to meet, meet that expectation. You need to understand what they're currently are using, uh, outside counsel for and explain to them, you know, realistically, because if, if that is the expectation, it's gonna be a no win situation.
[00:34:20] Jim: Yeah. And yeah, it, I once again couldn't agree more. They're just thinking about it absolutely the wrong way and, and someone needs to convince 'em to think about it differently, but at that point, you're probably not the right person to do that.
[00:34:35] Jessica: Yeah. Well that is interesting red flag, especially because you are a general counsel, not a specialist in just employment or just a specialist in m and a and securities and corporate governance. As we know, there are specialists in all of those fields, and our, our role is to manage all of those specialties and functions.
[00:34:53] So speaking of general counsel, that that title is indicative of what we do, but one of the question that's hot online that I hear amongst the GC communities is. Should I seek the general counsel title or should I ask for the chief legal officer title? So both of you have the chief legal officer title now, so clearly there's a lot of value there.
[00:35:14] Jim, for folks listening, do you think there is a distinction between a general counsel and a chief legal officer?
[00:35:22] Jim: I don't think there necessarily is, it may be, uh, one signal something differently than another. So, and this almost seems a little bit petty, but I don't think it is. So, if, if every other member of the executive team was a CX something right, then, uh, it would be odd for the, uh, head of legal not to be, not to have the chief title, as part of his or her title.
[00:35:49] It may not matter what, what matters a lot more is what they're looking for from you, what you're looking for from them, and whether the title is saying something. Different. Like, and for example, I'll give you an example. So if the, if the title we're saying that you're going to be kind of the, you're seen the same way as the corporate controller or the corporate treasurer or you know, somebody else who has a more narrow functional role, then you might look at it and say, um, that, that's, that could be a challenge if what you're look looking for is a modern GC role where you get an opportunity to influence the business broadly and strategically.
[00:36:31] Uh, but o otherwise, um, there's not necessarily a difference. You just need to know what they're saying to you with the title. If they're saying something.
[00:36:41] Victoria: a lot of times currently the CLO position is looked upon as, as more of a broader scope of, of span that you are overseeing a lot of more legal functions functions outside of legal, where I think, so sometimes GC could be just
[00:36:58] construed in a very narrow that you are only focusing on, on legal and risk mitigating strategies. And it was funny 'cause I was actually at an event earlier this week and the non-lawyer, I was one of the very few attorneys at this event, belief that General Counsel was a better title. And I had to explain to him that note, CLO is in the same context as, as the other C-suite members.
[00:37:23] And you have a broader span, not just the legal department that you are overseeing. So it was interesting to hear that perspective from an outsider that has nothing to do with our industry.
[00:37:36] Jessica: so what was that person's rationale? Why General Counsel is a stronger title than Chief
[00:37:43] Victoria: That's all he's ever seen in the companies that he's been at. So he's, he, he's never heard a CLO title before.
[00:37:53] Jessica: Okay.
[00:37:54] Jim: Interesting.
[00:37:55] Victoria: yeah, yeah, yeah. I, that was my response too. That was, yeah.
[00:38:01] Jessica: Rational is, all I've in past. You won that debate, Victoria. You won that.
[00:38:08] Jim: one thing that a person will need to. Be prepared for if he or she became A-A-C-L-O, um, when a predecessor was gc, that, um, one or more deputies will approach him or her and say, oh, does this mean you're going to appoint a gc? You below the C have is both A CLO and a GC or, or one or more GCs.
[00:38:30] And, you know, what do I need to do to be considered for that job? And, and if that, uh, conversation occurs in your first week or two on the job, then the person has revealed a lot about or herself.
[00:38:46] Jessica: thought. But yes, so I think very common, uh. It's a very common thought that actually the title, they also matters to like the size of your organization, the structure of the department as well, that you may not need a chief legal officer because of the size of your organization. But I know like companies like I'll just use, I'll, I'll pick on Microsoft.
[00:39:09] There is a chief legal officer and then there are general coun deputy, many deputy General counsels and general counsels. But it's a department with over 2000 people. Yeah. Yeah. So, uh, last on our career talk here is for folks who are aspiring to become a general counsel, uh, Victoria. Any advice for those, for those folks out there?
[00:39:35] Just to get their first general counsel gig?
[00:39:38] Victoria: I think you have to be open-minded and humble. And if you are really interested in going in-house, you have to be open to, to, uh, accepting any type of a job in house that aligns with what you wanna do and what the culture and what, what type of company and products you want to work with.
[00:39:56] And be open-minded a ask about what is the promotion moveability to get to it. If you are more senior, um, partner level or senior associate you've been. Working with a particular client, uh, over, over the time at your law firm, you may be able to slot in, into that GC position if they have someone who's leaving, uh, and they're looking to you.
[00:40:23] I think it really depends as to where you are in your career, what experience you have, thinking that you're straight out of law school or you're a third or fourth year and you're gonna go in and become a general counsel. I think you're just being very naive, or the company that is hiring you is very naive, thinking that you will have the gravitas of managing this function.
[00:40:45] Jessica: Mm-hmm. Mm-hmm.
[00:40:47] That's so spot on. I, I remember in one of my, my first in-house positions, I was not that far away from a big law firm, and there were a lot of people in this, it was a pretty large law firm, a couple hundred people who didn't have that sort of background. And I thought these folks will never be able to advance because, you know, they didn't go to the same schools and they didn't work for the same big firms and they didn't on the same big cases, the big deals.
[00:41:12] And, and what do they know? And it turns out knew a lot and they knew a lot more than I, I I did. They really did. And they were much better prepared for leadership positions that than, than I was. And that, um, you know, I was only when I shed what I can only call. Something of an elitist attitude. I hope that that's the moment self confession and disparagement that will, that will be, you know, um, come across as suitably humble and reflective, uh, that I was able to, um, a appreciate what they, these, um, colleagues had to offer me and really advance in my own career by, by thinking more, more broadly and, and understanding the, all of the skills that are necessary to, uh, succeed in these, these, these roles.
[00:42:00] Um, and, and, and I think that's one of the large impediments for, for someone taking the path that Victoria just talked about, coming in from a law firm, even if the person is, is a partner, that you know that those are not ea easy jobs. And, and, and advancing, you know, to a, a senior position and a big partnership is not easy, but, uh.
[00:42:22] It is not the same thing as doing our jobs. Just like, you know, it would be folly for me to come in and try to run a practice group in a big law firm. I wouldn't how that, uh, at all. I, I kind of lack the skills to do that now, but, but, um, really sort of understanding the skills that a person needs to be effective and being really, really open and being a broad learner, uh, as well as, as knowing that you need to have very specific and deep expertise in certain areas is, is important.
[00:42:50] And, and having the patience to understand that progress will not be linear. It, it's not like a lockstep situation in a law firm where every year you advance to a new class and you get a, a predictably new amount of money. And, and, and, you know, you have a, a, a large number of associates who are junior to you.
[00:43:08] That's not the way it works in the house.
[00:43:10] A Amen. So interestingly, when I got my first general counsel gig at PayScale, my title initially the first six months wasn't general counsel. 'cause I was their first in-house legal function as well. So they didn't really know how to title me and I was unproven. Uh, so it was senior counsel, but. What I had asked was if I approve myself and deliver, and here are some things I would, I plan to deliver, we consider me as a And that was a more effective approach than the other. The alternative candidate I was revealed to me later was very pushy about getting the GC title, and that really turned off the CFO because that individual was one, never been a GC before. So, and didn't have the background to show that they were not just a good lawyer, but a good leader.
[00:43:59] So the point of the, the, the story is being a really good attorney is very different than being very good as being a leader. Those are different skill sets and being very good at managing a legal department.
[00:44:13] Victoria: Or, or or ha having the eq, you can be very smart and not ha have the eq.
[00:44:19] Jim: Here.
[00:44:22] Jessica: Oh man. I mean, EQ versus iq, that could be a discussion that we can have for many, many hours. And honestly, we're all good at EQ in different ways too. And what kind of EQ and the kind of different, complicated. Well, Victoria, uh, to end our fun discussion here, I like to do a little segment called Redline, where, as you know, Victoria, I love negotiating contracts.
[00:44:48] It's been a big part of my career. First off my career negotiating thousands of contracts. So, uh, the fun little segment is, I'm gonna say something, you're gonna decide whether to redline it or, you know, cut it out or keep it. Alright. You ready, Victoria?
[00:45:03] Victoria: I am ready.
[00:45:04] Jessica: All right, you're ready. All right. Would you redline reality TV go.
[00:45:12] Victoria: I keep, if it's cooking and
[00:45:15] Jessica: Ooh, and, I I, I think earlier you mentioned you love Top Chef. I used to be a big Top Chef fan every week. is before
[00:45:25] Victoria: all.
[00:45:26] Jessica: I used to watch.
[00:45:29] Victoria: We are empty nesters now, so I do have time to watch TV again. Um, I love Top Chef and, um, you know, you, you learn a lot. The last one was just, uh, top Chef Canada, and lo and behold, I learned that Hawaiian pizza and the whole pineapple thing on pizza actually started in Canada. So, uh, you, uh, not only get to de-stress and not think about your work, but you also get to learn how to do recipes and, and some tidbits.
[00:46:01] Jessica: Uh, thank you for validating that the Hawaiian pizza did not originate from Hawaii. I'm from Hawaii and I keep telling people we, Hawaiians do not like pineapple on pizza. And also, why do they call the pizza ham on the pizza Canadian bacon? That not bacon. It's very, it all makes sense now, Victoria, thank you for inviting Jim and I, Jim.
[00:46:24] Jim, do you have any, you know, red line or keep reality tv?
[00:46:29] Jim: It's funny when she's, uh, Victoria mentioned the shows that she liked, I thought to myself, yeah, there were a couple that I liked. I don't know, I'm gonna date myself here. Does this, this old house, do you remember, does anyone remember that PBS show by Bob Villa? Uh, does that qualify as reality tv?
[00:46:44] If it does, then I, I'm all for it. But if, um, uh, I, there were a lot of the other sort of, um, uh, HGTV fixer
[00:46:53] Jessica: Yeah, that were not real and not realistic, that I tend not to like very much.
[00:46:58] I do like the fixer upper shows, but I, I ignore all the price points they attach their improvement it's, yeah. It's not, not real. As someone who's done a bunch of renovations, none of their price points are at all realistic. Uh,
[00:47:11] Victoria: E, exactly. Exactly.
[00:47:14] Jessica: Well, for a topic offline even we have dinner to get a next Victoria and Jim, I was almost on a reality TV show, like I got down to LA and got interviewed by producers.
[00:47:24] Victoria: And which
[00:47:24] one wait, wait, wait a second. You can't leave air.
[00:47:29] Jim: Well, we're on the
[00:47:30] riverside_jessica_nguyen_raw-synced-video-cfr_docusign_- in house_0049: of limitations on the NDA has run, I will tell you, the show was Survivor.
[00:47:36] Victoria: I could see you on that. I
[00:47:38] riverside_jessica_nguyen_raw-synced-video-cfr_docusign_- in house_0049: What?
[00:47:39] Victoria: I could see you on
[00:47:40] riverside_jessica_nguyen_raw-synced-video-cfr_docusign_- in house_0049: You
[00:47:41] Jim: you would definitely not be voted off the island. You You'd be there. You'd
[00:47:43] Victoria: You, you would be all about alliances.
[00:47:47] Jessica: oh, I love Well, that's so sweetie, because I'm not a big camper, so I take that as a huge compliment, but I don't think
[00:47:53] Jim: get the rest of 'em to build you a lodge. I think.
[00:47:58] Jessica: nice. Nice. All right. Um, all right. The last question for the red line segment, Victoria, you ready?
[00:48:05] Victoria: Yes.
[00:48:05] Jessica: you go to law school now? Red line Key.
[00:48:13] Victoria: Keep, if you can, a, afford the tuition, I think taking out half a million dollar, uh, loan, on top of your undergrad loans these days. I, I have one just graduated from college, another one who's just finished their freshman year in college. And the tuition, you know, just for undergrad if you're going to a, a private university is 400,000. So start saving for those babies. So I think what with grad schools, I think legal education, I, and it was actually my, uh, 19-year-old and I had this discussion last weekend. He asked me about benefits of law school. I think it teaches you how to think. I think it teaches you how to analyze.
[00:48:52] It teaches you how to argue and, and make a point. And all those skill sets you can use. You don't have to go into practicing while you can use them in business, you can use 'em anywhere. But I think the price tag that comes with it, you have to think very hard with it, especially given what AI is doing these days.
[00:49:11] I, uh, learned this week also that law firms are looking, that they'll be meeting only half of the associates that they have, but because of u use of ai. So I think you, we may have a lot of young individuals coming out of law schools with a very large debt and not having enough jobs to get to pay off that debt.
[00:49:37] So I think there's a bigger, uh, thought process that needs to go into.
[00:49:42] riverside_jim_shaughnessy_raw-synced-video-cfr_docusign_- in house_0048: It's a bit sad that the reason that many people had to go to law school is to learn how to think, have a, um, really intense and in-depth intellectual experience. Even if they weren't sure about becoming, you know, lawyers and having a career practicing law is. Is, it's really not a, a great reason now because as you said that, that it's, um, it's really expensive.
[00:50:04] The other thing I, I worry about as well is, not every lawyer is going to go work for a big white shoe New York firm and this is unfortunate because there are lots of people who need legal help and representation.
[00:50:16] And if the economics of providing that, given the fixed cost of an education don't, don't support, you know, paying off that debt, then um, many fewer people who need representation will be represented. I don't think that, you know, uh, law via chat GPT will really be an alternative.
[00:50:35] If, if there's an individual who has a significant situation, maybe a, a decent way that someone can produce a, you know, a reasonable one page will. But it's probably not a way that you can solve a really, you know, sort of complicated personal situation. And, and if we can't, if you know, the practice of law or qualifying for the practice of law isn't affordable, then we're in a tough place as a, as a society.
[00:51:00] Jessica: Plus one to both of what you
[00:51:01] Jim: Yeah. We end on a high note, right.
[00:51:03] riverside_jessica_nguyen_raw-synced-video-cfr_docusign_- in house_0049: Yeah.
[00:51:03] Victoria: Yeah.
[00:51:04] Jessica: I about the medical profession well. Not enough doctors in this world. Well, on that happy note, uh, I'm sorry. Actually more sad than that future of the medical profession, legal profession is we're saying goodbye to Victoria. Victoria, thank you so much for spending the hour with Jim and I.
[00:51:23] Uh, where can folks find you if they wanna connect with you off, uh, outside the podcast?
[00:51:28] Victoria: For professional purposes, I'm solely on the professional platform of LinkedIn. So, uh, so they, they can find me there under Victoria Kay Harvey. Um, and please, please connect and reach out and, uh, thank you so much. Great to see you in person, jim. Pleasure meeting you. And, uh, we are a, a big fan of DocuSign, lexion.
[00:51:50] We are a client and we are definitely, uh, it, it has made our life much easier. And, uh, so thank you for all of your support.
[00:51:58] Jessica: Love
[00:51:59] Jim: Great to meet you too, and look forward to doing something like this again someday.
[00:52:02] Victoria: Likewise.
[00:52:04] music transition
[00:52:05] riverside_jessica_nguyen_raw-synced-video-cfr_docusign_- in house_0049: Wow. Jim, that was such a great conversation with Victoria. Uh, it really solidified my thinking that yes, reporting structure does matter, but only in a sense that it is a signal of the level of influence of the legal organization.
[00:52:23] But it's not the title, it's not the who you report to. It's really a matter of is the legal function influential at this company, period. That is what truly matters At the heart of your assessment, when you are analyzing, should I become the GC of this company? Should I join the legal department of this company is, Hey, I'll only be successful if my, if my organization is respected and influential.
[00:52:48] Jim, what was some takeaway that you pulled from this episode?
[00:52:52] riverside_jim_shaughnessy_raw-synced-video-cfr_docusign_- in house_0048: While Victoria and I have worked in very different industries, we have a, a similar approach, highly aligned on what's necessary and, and desirable to be successful in these roles. Um, you approach it with a high level of eq, really work to develop great relationships with your colleagues, understand where your opportunities are to, to, uh, develop and maintain and, um, build your influence and then devote a lot of time to figuring out how to move your organization's business, uh, forward.
[00:53:23] It was very reaffirming in that respect and I really appreciate Victoria spending an hour with us.
[00:53:29] Jessica: Yes, absolutely. All right folks. Thanks for joining us for In-House Podcast again. And if you have missed any episodes, highly, highly recommend you check out our prior episodes, especially the one featuring Jim Shaughnessy about mastering influence as a legal leader.