Securing That 'Plum' GC Position At A Large Public Company

General counsel positions at large public companies remain very attractive, offering challenging issues, lucrative compensation packages and senior management opportunities.

At the same time, such opportunities are rare, in no small part because, according to the Perri Capell in the Wall Street Journal, “turnover at the Fortune 500 is usually in the 5 to 6 percent range, [and] half of the jobs are filled internally, while the rest go out to search firms.”

How do the lucky few get these positions?

Interviews with five general counsels from some of the area’s most dynamic public companies illustrate how luck, longevity, hard work, the right fit and, of course, talent has brought them to their respective positions over the last 15 years.

But what about the next 15 years? Will the changing economy mean different factors are at work?

A Lucky Start

Getting an initial start and growing with a company from a counsel position is one method of becoming a large public company general counsel. But — in addition to sheer talent — this truly requires the stars to be properly aligned.

The stars were perfectly aligned for Paul T. Dacier a dozen years ago when he became corporate counsel at EMC Corporation. Dacier had graduated from Marquette University Law School in 1983 and worked for a small Midwestern law firm until he went to Apollo Computer in Chelmsford, Mass.

He was heavily involved in Apollo’s sale to Hewlett Packard in May 1989. After the sale, everyone from Apollo’s legal department was laid off.

One Saturday night in October 1989, Dacier received a call from Tom Vanderslice, former Apollo Chairman, who said he’d met Dick Egan, then-EMC president, at a party. Egan told Vanderslice that EMC, then a financially struggling $120 million public company, was looking for a lawyer.

Although unemployed and without many other leads, Dacier turned down EMC’s initial job offer, feeling that the company was in shaky financial condition. EMC at that time did not yet have Symmetrix date storage, the product that would bring it spectacular success.

Dacier wisely changed his mind after his prescient fiancée, now wife, told him he was “nuts” for turning down the offer. Egan had already said he would not take “no” for an answer, so he offered the position to Dacier again.

With some hesitation, Dacier accepted the second offer, and in March 1990, he joined a company that would grow to as much as $8.8 billion in annual revenue during the next ten years. He is now senior vice president and general counsel overseeing a 40-person legal department in the largest technology company in Massachusetts.

Family Affair

Lucky connections also played a role for another high profile general counsel. In 1997, Jeffrey M. Snider, general counsel at Lycos until February 2002, was a young bankruptcy partner at Hutchins Wheeler & Ditmar. While Hutchins represented Lycos, one of the earliest Internet search engines, Snider had no contact with them.

Lycos was then a newly minted public company that had taken its stock public only six months after incorporation. Ted Phillip, Lycos’ chief financial officer and chief operating officer, called Snider out of the blue. Phillip is a family friend of Snider. Lycos was spending enough on outside fees to justify hiring its own person. They thought Snider was their guy. The family connection gave Phillip the comfort level he was seeking.

“Personality and fit were really the most important, but luck and the personal connection, along with the connection between Lycos and Hutchins made it happen,” added Snider, who is now of counsel to Boston’s Mintz, Levin, Cohn, Ferris, Glovsky & Popeo. “The timing was also important. I wanted to be part of a team, focused on getting the job done rather than the billable hour.”

A Second Chance

A lucky second chance would play a role after John Kingston III, senior vice president and general counsel at Massachusetts-based Affiliated Managers Group, Inc. (AMG) received a cold call from a recruiter in 1998 about an associate general counsel position at AMG.

While already deep into discussions with another firm in another city, Kingston found the opportunity with this growing company appealing, and the AMG team to be very dynamic — as his wife (as prescient, as it turns out, as Dacier’s spouse) informed him after meeting the AMG team, “I think you were made for that position.”

Nevertheless, given the already existing commitment to pursue what seemed like a good opportunity with Morgan Stanley Investment Management in New York and Philadelphia, Kingston turned down the tempting offer.

Life has its way of taking its funny turns, though. The Morgan Stanley position wasn’t quite the opportunity promised. As it turned out, AMG hadn’t yet found the right person to fill its position, a fact that a fortuitous turn of circumstances led Kingston to discover.

Given a new chance to fulfill his wife’s prediction that he was destined to work for AMG, Kingston renewed his discussions with the firm, and took the position in 1999. Three years later he was promoted to general counsel and now has a staff of two lawyers and a paralegal working for him at the holding company, all working with the general counsel offices of AMG’s 17 Affiliates.

These stories illustrate that chance meetings, personal circumstances or simply timing matter in all major life decisions, especially significant professional moves. At the same time, luck is irrelevant without the added ability to capitalize on it.

Hard Work, Skill, Fit and Loving The Work

A high growth company presents challenge and opportunity — often in untested areas — for a general counsel. To be successful you have to love the work and be willing to accept responsibility while breaking new ground.

Dacier exalts on the challenges of his position: “There is nothing more exhilarating than being part of seeing a company grow — the bad, the ugly and the good times.”

Dacier adds: “We had lots of very serious issues in the 1990s, and we were very active in the securities markets. We went back to the market every six months for a while and I did all the work myself. In the spring of 1991 we had some serious lawsuits and administrative issues with the government and I got us through them all unscathed. I analyzed the issues, learned the business — its’ goals and objectives — and never let legal slow that down. I learned and grew with the business.”

Similarly, Snider says, “one of my colleagues said at the time that being at Lycos in 1997 was like being at NBC in 1947 — television was going to change the world — and so were we. Professionally, the challenge lay in the fact that no one had ever done any of these kinds of deals before. We drafted the first Internet contracts from scratch. There was no standard deal form and there were no conventions to follow. My sense of what was needed and management’s sense fit well together. I knew when to pull out the stops and when we could cut corners.”

Kingston stresses the significance of an organizational “fit,” noting, “what first drew me to AMG was the high caliber of the management team, and the challenges they were willing to take on. At the end of the day, even that may not be enough to make a good fit. But you really know the fit is right when you also enjoy the companionship and camaraderie of your colleagues, a feature which was obvious from the beginning at AMG.”

Taking a chance on fit would also play a role for Alicia R. Lopez. In 1987, Lopez, then an eighth-year litigation associate at Boston’s Sullivan & Worcester, joined Haemonetics Corporation as corporate counsel and human resources director. At the time it was a $40 million private company after a leveraged buy out.

Lopez negotiated a three-year absence from the law firm but fully intended to return. But shortly after joining the company, Lopez fell in love with being a part of the management team in a company on the cutting edge of transfusion medicine.

Two years later, the company went public and Lopez migrated away from human resources and became general counsel with responsibility for regulatory affairs and investor relations.

“I never expected to enjoy the business side as much as I do,” Lopez says. “A corporate lawyer acts more as a counselor and a generalist, rather than the expert a litigator has to be. Still, my litigation skills transferred well, and it was intellectually and emotionally satisfying to be a front-end business person.

“I was really hired in spite of being a lawyer — there was a cultural aversion to lawyers at the company — and the process of integration has been satisfying,” says Lopez.

In addition to plowing new ground, general counsels must be comfortable jettisoning some of their legal persona for that of a business person — in other words, be willing to make, implement and stand by a strategic decision rather than simply setting forth options.

Not every lawyer is cut out to work in such environments. As Snider says, “Lawyers often won’t answer the question,’What would you do in this circumstance?’ They’ll say, ‘Well, on the one hand this, and on the other hand that.’ I was willing to say what I thought should be done.”

It is clear from these stories that that willingness to make tough decisions — and risk being wrong — is part of these success stories.

Longevity and Increasing Responsibility

Longevity — which is really giving other senior managers the chance to know you and trust you — can often be a factor in reaching the level of senior management as a general counsel in a public company.

For Dacier, promotion was not overnight but rather the result of a relationship built over time on trust, responsiveness and results. It took time to prove himself to Egan and ultimately be promoted to senior vice president and general counsel.

“For the first nine months on the job, Dick Egan used to come into my office twice a day — once in the morning and once in the evening. One day he came in and said, ‘You done good, Paul,’ and he stopped coming in every day after that. Sometime later after a grueling but successful shareholder’s meeting he hugged me and said ‘I love my lawyer.'”

Difficult (and frustrating) as it may be, longevity is often the key to a leadership role in an organization. Waiting out such an opportunity may mean staying in a position in an organization which has lost its luster, or hanging on despite the waning of a company’s fortunes in the belief that things will get better. Often they do get better, and those who have gone the distance are more likely to be rewarded with leadership roles.

The Future

According to these general counsels, experience, particularly inside the company, is the best teacher for the next generation of attorneys likely to replace existing general counsels.

When asked about a possible replacement, Dacier says, “someone like me. Someone with a history of accomplishment. A few of the lawyers in my department can replace me today because of their unparalleled experience. Pedigree doesn’t mean anything to me. Marquette is a good law school, but you wouldn’t even get a response from a large Boston firm if you came from Marquette.”

Although the common wisdom seems to be that older companies have the ability and proclivity to promote and hire top management from within, there are some notable exceptions to that rule. For example, Gillette Company hired General Counsel Richard K. Williard from Steptoe & Johnson LLP in 1999, and John Hancock Financial Services hired Wayne A. Budd from Bell Atlantic in 2000.

So given these differing scenarios, what will the next 15 years bring?

Will New England see its companies grow like EMC, AMG and others did over the past 10 years, either organically or by acquisition, creating opportunities for counsel to evolve with these new companies?

The easy answer is probably no. The technology bubble has come and gone, and the phenomenal growth we have experienced will not be seen again for some time to come.

But business has a way of surprising us all, with spectacular growth in unforeseen areas, making some senior managers look like geniuses and others less laudable. Capitalizing on luck, hard work, building relationships, and hanging in there will likely count as much in the years to come as they have in the past.

Jane E. Sender, Esq. is principal of Jane Sender Legal Search LLC in Boston. Her firm recruits lawyers to fill positions in corporate legal departments and law firms in Boston and environs. For more information, its web site can be found at www.jslegalsearch.com.