New England Biz Law Update
Robert A. Kubica freely admits he’s not the next Clarence Darrow.
“I’m not who I would hire to be in the courtroom arguing on our behalf,” jokes the senior vice president and assistant general counsel at The Davis Cos. in Boston.
But when it comes to managing a constantly evolving variety of challenges at the commercial real estate and investment management firm, he’s fully confident about what he brings to the table.
Kubica first became acquainted with the company when he was a lawyer at Bingham McCutchen, working on the other side of a lease negotiation in 2013. When an offer to join the company’s legal department followed, he took the opportunity to assume a more business-oriented role.
The company’s portfolio has expanded rapidly since then, doubling private equity funds under its management. Earlier this summer, The Davis Cos. closed on the ground lease and financing for what Kubica calls “arguably the biggest deal the company has taken on to date”: the development of the Omni Hotel in Boston’s Seaport neighborhood.
Though legal costs might be expected to rise as a result of such growth, he and the four-person legal department he oversees have actually cut expenses in proportion to the size of the company’s deals, he reports.
“Our goal is to keep growing and create more efficiencies in the legal group — a bigger platform but not throwing more attorneys at them; just managing them in a different way,” he says.
Kubica recently sat down with New England In-House’s Matthew Cove.
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Q. What are some specific ways you and your department have contained legal costs as the company’s portfolio has grown?
A. Example one is dispositions. We’ve probably sold eight to 10 properties in 2018, and we’ve been mainly keeping that in-house — save for different states, where we need outside counsel — so the rates have been proportionally lower.
Another efficiency is taking ourselves out of direct representation in certain areas where we can oversee better — development, for example. We can bring in experts in different areas and oversee overall costs, as opposed to going to one big firm and saying, “Here’s the deal; just get it done.” Hopefully without micromanaging, we can manage the legal costs from a higher level.
And then other little nuances: contracting in the company, confidentiality agreements — these just as important but smaller agreements. We’ve tried to train the business team to know what to come to us for, but otherwise give them the discretion to be reviewing these documents within the confines that we’ve created.
Q. The company’s portfolio spans multiple states across the eastern United States, correct?
A. Yes, and multiple investment types. That’s why it’s so exciting and interesting, because every deal is a different, complicated matter. We’re an opportunity fund, so we take on deals that have problems, and we will go in with a business plan and hopefully execute the business plan perfectly. For a lawyer, that means that one day you’re buying a loan, one day you’re building a condo development, one day you’re working through things with the Omni Seaport Hotel development.
Q. Big Law recently increased the starting salaries of associates to $190,000 and higher. Does that create a disincentive for a company like yours to hire a big firm to do legal work?
A. We work with our outside attorneys to make sure that our deals are staffed in a lean way; that we’re getting the experts we need to get. We work with some exceptional paralegals and associates at large law firms, but they need to be managed closely with time. We don’t have a ton of tolerance for paying for people to train, so if a big law firm comes in and says you should use us, it’s really partner-based.
But I will say happily that the big firms we use are very good at managing costs and working with us to say — and they’re going to hate that I said this — “we’ll work with you on the final overall number,” which is what clients are looking for. We also use smaller, lower-rate firms as much as we possibly can; for example, the ex-big firm people who have gone and hung their own shingle. We love working with them because they have much better fee structures, much more flexibility, but you still get the same product.
That increase in salary is making it so hard for us to find lawyers to go in-house, because $190,000 for someone with no experience — how could [they] say no? [In] hiring candidates, that’s a harder number for us to solve for. But in-house, you’re part of the company. The company’s success is your success, and that’s exciting.
Q. The updated Massachusetts Equal Pay Act took effect on July 1. Did your department do a review to make sure the company is compliant?
A. One of the reasons I’m such a fan of the company is because that’s an initiative the company is focused on. We’ve had and continue to have very, very good female leadership at the highest level. Strictly related to the Equal Pay Act, yes, we went through a full review, but that is not an area where the company had deficiencies. I think from a legal department standpoint, it’s an exciting thing to know that you’re working for a company that already has those checks and balances in place.
From a hiring perspective, commercial real estate has more opportunities to bring in people of different backgrounds, which is something that’s important to us because commercial real estate has been more male-driven. We’re trying to create a company that resembles the greater world, versus that traditional commercial real estate breakdown.
Q. True or false: In-house counsel have a better work-life balance than attorneys practicing at laws firm?
A. It depends on what you mean by work-life balance. I like in-house more than private practice because you’re working directly with the business people, so you see and control the flow of work better. And you’re in with your client every day, so you don’t get that unanticipated Friday night email. I think work-life balance is better in-house because of the fact that you can manage your time better.
Q. Have you found it more difficult since moving in-house to stay connected with other members of the bar? What helps you stay connected?
A. On a very small scale, that was one of my issues in the beginning. It was like, “Who’s the grownup in the room who’s looking over this stuff? Where’s my market check?” The Boston Bar Association, where I just chaired the Leasing Committee for the real estate group, was great. It was a breath of fresh air of collaborating with outside attorneys, hearing what other people are doing, keeping up with the newest topics in the law.
The other thing is, we do still use outside firms, and they are my market check. I call them and tell them not to run the clock, saying, “Here’s an issue. What do you think?” And they’re fantastic. That’s a huge component of working with outside attorneys on a collaborative basis. They understand this is business development and it’s a necessity when you have a legal team of our size.
