New England Biz Law Update
General Counsel Conan Deady has successfully integrated his six-person legal team at Maine-based IDEXX Laboratories into the fabric of the company’s business planning.
The game plan? In short, they’ve made themselves indispensable as he and his colleagues have become go-to sources for pragmatic, problem-solving business advice for the animal health and veterinary diagnostics company.
“The best way to get to the inner core of decision making is to demonstrate that you understand the business,” Deady says. “Show creativity and responsiveness and people will automatically look to you for advice, and not just on legal matters.”
His team is so valued, in fact, that it’s sometimes difficult to timely handle the legal matters that come up, he observes.
“It’s great to be loved, but the first and foremost responsibility to the company is to fulfill our roles as attorneys for the company,” says Deady, a former associate at Boston’s Hale and Dorr and associate general counsel at Thermo Electron Corporation in Waltham, Mass.
Deady recently spoke with Paul Boynton of New England In-House.
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Q. What are your primary challenges day-to-day as general counsel?
A. In-house attorneys have a constant challenge to prove to the company that they add value. We’re a fixed cost and we don’t tend to generate any revenues. At IDEXX, I’d like to think that we are seen as pragmatic problem-solvers who facilitate, not impede the objectives of the business. The best way for an in-house attorney to fully integrate with the business, and therefore be in the best position to add value, is to demonstrate that he or she understands the business. Show creativity and responsiveness and people will automatically look to you for advice, and not just on legal matters. Some of our attorneys have become so important to so many processes at IDEXX, it’s hard for them to do all their legal work. That’s a blessing and a curse, because the legal work doesn’t go away.
Q. What are the major concerns these days for in-house counsel?
A. My major concerns continue to be in the areas of compliance and governance, and making sure we’re conducting ourselves legally and ethically in the post-Enron and Sarbanes-Oxley world. The corporate secretarial aspect of my job has increased dramatically over the past year and a half. I think a lot more about Board structure, function and process than I did a few years ago.
Another perpetual challenge is staying current on a wide range of matters. In a law firm, there are many attorneys who can assist you in staying up to speed. But in-house, we’re not staffed in a way that allows us to stay current quite so easily. Over the past year, particularly due to the rate of Sarbanes-Oxley rulemaking, I’ve been more concerned than ever that I’m going to miss something. Fortunately, the Internet is a great tool for this purpose, and our outside law firms provide us with good support.
Q. What are some of the hot legal issues you are facing?
A. In addition to Sarbanes-Oxley, a few that come to mind are issues associated with a Web-based world, intellectual property issues and compliance issues associated with different legal requirements in different countries.
Web-related issues range from e-commerce to privacy to the unique challenges posed by the proliferation of e-mail as the dominant mode of communication. On e-mail, I stress constantly to people within the company that an e-mail is a permanent record, like a document. I tell people to ask themselves, when composing an e-mail, whether they would be comfortable if the message was published in the newspaper or fell into the hands of a person with an interest adverse to IDEXX. People are beginning to catch on.
Intellectual property is critical to many of our lines of business and we think a lot about protecting our products, particularly through execution of good patent strategy.
And as our business has grown, I’ve become more concerned about how we comply with different legal requirements in different countries, particularly in the European Union. Laws outside of the U.S., such as EU laws relating to privacy or competition, can have extra-territorial reach. So it’s not adequate to assume that laws are more or less the same as the U.S., or that you are necessarily compliant with laws outside the U.S. because a particular activity is physically confined to the U.S.
Q. Should hourly billing by outside counsel go the way of dinosaurs? Are “alternative fees” here to stay?
A. I think that alternative fees are here to stay, but I have a hard time believing that hourly billing could ever disappear. Fixed fees work well where the service providers have good visibility into their costs and enough volume to spread out their costs. But while some types of legal work are predictable enough to lend themselves to this type of billing, at IDEXX the majority of our work is situation-specific, so a fixed-pricing model doesn’t really work. We have, however, on a couple of occasions successfully used incentive arrangements where counsel agreed to a lower hourly rate in return for a success fee that would allow them to do better than they would have done with hourly billing if they achieve a successful result.
Q. Has choosing outside counsel changed for you?
A. Choosing outside counsel hasn’t really changed that much for me. I don’t really regard legal services as a commodity. I tend to choose counsel based on skills, expertise, business sense, and style fit, rather than on who can quote me the best price or who has the most creative billing. It’s not enough for counsel to have substantive knowledge in the applicable area. They have to understand a client’s business objectives, risk tolerance and budgetary constraints. That’s why relationships between clients and outside counsel are still fairly important. I rarely retain counsel without either first-hand familiarity with them or the recommendation of someone whose judgment I trust.
Q. What’s a typical “day-in-the-life” for you on the job?
A. It’s hard to say that any day is typical. I spend a good portion of my time functioning not too differently from a lawyer in a law firm — reviewing contracts, as well as advising the company on commercial relationships, dispute management, employment and human resources issues, securities matters and the like. The second significant portion of my job is acting as a member of senior management, which collectively oversees all operations of the company, including budgeting, strategy and product development.
Q. How would you describe your managerial style?
A. I’m not a micromanager. I tend to delegate decision-making and authority fairly broadly, provided I have confidence in the person to whom I delegate. That confidence is won by demonstrating good decision-making based on gathering the facts and applying sound analysis. I will not second-guess someone for making an informed decision, even if it proves wrong in hindsight. If I don’t have that confidence then, well, maybe I’m not so easy. What this really means is that hiring good people is critical. I’m quite proud of the group here at IDEXX – they help me rest easy. However, attracting, retaining and motivating good attorneys is a continuous challenge, particularly in a small, non-hierarchical legal department where the upward career path is not so obvious. I need to ensure, to the extent I can, that our attorneys get a steady flow of interesting legal work.
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Deady Dossier
Age: 42
Residence: Freeport, Maine
Hobbies: “I’m an aerobic sports nut: Casual triathlete, cross-country skiing — anything to get my heart rate up.”
Currently reading: “Guns, Germs, and Steel” by Jared Diamond
If I weren’t a lawyer I’d be: A journalist or psychologist.
People would be surprised to know that: “I read books on Buddhism for general peace of mind. And in my middle age, my politics have turned decidedly progressive. I guess my Birkenstocks have gotten more wear since I’ve been in Maine.”
