How to irritate your CEO
Inspired by our recent list of ten ways to irritate a judge, we provide ten sure-fire steps to annoy, aggravate and disappoint the company CEO. Both in-house lawyers and outside counsel need to steer clear of these keys to failure.
By Martha Findlay
Lawyers, both in-house and outside, spend a lot of time (and consulting fees) learning how to keep their corporate clients happy. It’s certainly tough for legal departments, which face increasing budget pressures and greater demands in areas like corporate governance. Too often, the legal group is regarded as the "business prevention department."
Outside lawyers seem to struggle even more. Every consultant who advises outside law firms has said (correctly) that it’s easier and more profitable to keep and grow the work from existing clients, rather than trying to attract new ones. Problem is, despite all the advice from these consultants, other lawyers, or even well-known war stories, business clients still complain.
So why shouldn’t both sets of lawyers go straight to the horse’s mouth and ask a number of CEOs what they don’t like about their legal service, and what they really want? The CEO is ultimately the person you want to please – and certainly not the person you want to frustrate. We went out and talked to CEOs about this subject. What we found, in most cases, is as useful for outside firms as it is for in-house counsel.
Some of the responses were expected: "My lawyer doesn’t understand my business." "It takes forever to get something back." "I asked a simple question and two weeks later, I got a 20-page memorandum of law that I didn’t even understand – let alone have time to read!" We know these problems are out there, but so do most of you.
What we found more useful was the practical advice these CEOs provided. These people are in business for basic reasons: profit, growth, shareholder value. They expect those who assist the business (including lawyers) to understand and participate in furthering these goals. Fundamentally, CEOs advise lawyers to be more practical and business-oriented themselves.
The good news is that doing a better job usually doesn’t require more time or money; it may only take a shift in attitude. So instead of telling lawyers what they need to do, we decided to spin it differently. Here are ten things you really shouldn’t do if you want to advise businesses properly. Here are ten ways to irritate the CEO.
1. Be ignorant about the business
Every CEO with whom we spoke agreed: as a business lawyer, your first priority must be to understand your client’s business well. This is easier for in-house counsel, but good outside counsel has to do the same. It’s just astounding how often counsel will read a contract, assist with a negotiation, draft memoranda, or give an opinion, without having a clear understanding of the context – and context is critically important in the business world.
It’s not enough just to learn what your own business’s goals are – you have to learn the goals of your business’s customers, suppliers, and strategic partners as well. Armed with this knowledge, you can understand the company’s relationships with others much better, and that’s critical to effective negotiation.
Does it matter that Customer A was the company’s first and most loyal customer, and saw the company through hard times? Does it matter that troublesome Supplier B is owned by the brother-in-law of a certain cabinet minister? If you’re realistic (and business-oriented), you know that of course it does. You may pride yourself on your extra-tough negotiating skills, but the CEO won’t be happy if in the process you antagonize a special customer or supplier.
2. Be utterly risk-averse
Risk is an inherent part of doing business. Lawyers, however, are often trained to see risk as something to be avoided, and that’s not always helpful.
The trick is to help manage risk, not simply minimize it. Good corporate legal advice recognizes that there is far more to any business decision than, for example, whether the limitation of liability clause is strong enough. There are many layers of risk: financial, competitive (dis)advantage, public perception, effect on share price, etc.
Nadir Mohamed, President and CEO of Rogers AT&T Wireless, describes one situation he witnessed: "The company was negotiating with a potential new supplier, who balked at providing strict service level guarantees. One lawyer simply said that it was too risky to do the deal without that protection. That advice didn’t help at all – the supplier was too important for other business reasons.
"Then another lawyer suggested getting guarantees of performance at least no worse than what the supplier gave to others – that way, the risk would be limited to being no worse off than any of the company’s competitors. It wasn’t perfect," Mohamed says, "but it provided a practical solution."
Rather than simply saying, "You shouldn’t do that," inform your business people of the risks and provide creative alternatives, so that they can make educated decisions in the overall business context.
Remember, though, that not all businesses or CEOs are the same. You need to know your CEO and the management team and understand how risk-averse they are; this will help you learn how conservative your opinions need to be. Participate in the relevant discussions, and don’t be afraid to ask. But remember: whatever the context, CEOs want solutions, not roadblocks.
3. Wait to be asked.
"Why didn’t you warn us?" is not a question you ever want to hear. Unfortunately, it’s a fact of a lawyer’s life that she’s often not consulted until after a problem has arisen. The oft-repeated command of "be proactive" sounds great, but it’s difficult in practice if the lawyer is only brought into the deal or other issue at the 11th hour (and we all know this happens).
On this point, don’t expect the CEO to help you – rest assured that they want you to be involved early, but they won’t always think to ask. But don’t just complain – in most cases, the impetus is on you. Don’t hide in your office and wait for people to come to you.
Despite the temptation to eat at your desk (we know you’re busy), go for lunch with your business colleagues occasionally. Ask to be copied on relevant e-mail correspondence, just to keep an eye on what’s going on. If it’s practical in your corporate environment, consider simply asking the CEO directly if anything is brewing that you can help with. You might be surprised by the answer, and your interest will be appreciated.
4. Be vague or inconclusive.
This is one of the cardinal sins of a business lawyer. Unfortunately, many lawyers are trained this way. "I just received an opinion from outside counsel, most of which said what the firm wasn’t willing to say. How can I rely on that?" While this is understandably hard for outside counsel, in-house lawyers should see this as an invitation to be more straightforward. "Lawyers tend to ‘caveat’ up the yin-yang," one CEO told us. "That doesn’t help anyone make a decision."
It’s not enough to simply list all of the various options in any given scenario – prioritize them, and be willing to recommend action. The CEO usually wants your real opinion. And though it may seem sacrilegious, be prepared to be wrong. It’s difficult for a lawyer, but sometimes, to be effective in a business context, you need to take a bit of risk yourself.
Nadir Mohammed provides a good analogy: "It’s like being a defenceman who likes to score – sure, every once in a while you’re exposed, but you’re much more valuable to the team."
5. Make it complicated.
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“Don’t give me a 20-page legal memo. I’m not interested in legal theory and I don’t have the time.” |
Do not provide 20-page memoranda of law to the CEO. Every one we spoke with agrees on this point. Doug Hall, President of Camis Inc., puts it bluntly: "Frankly, I’m just not interested in legal theory, and I don’t have the time."
If you’ve been asked a question, answer it. You will, of course, have done all the required research and compiled a thorough review of fact and law – that’s your job, and you’ll have the memorandum at the ready, like a proud new parent. But resist the temptation to show how hard and how well you’ve worked. Put the memo in your files and give the businesspeople the conclusion or an executive summary. That’s why they call them executive summaries, after all.
6. Be a pushover.
In the face of a dispute or challenge, don’t just "roll over" –don’t even give the appearance of doing so. Business success – indeed, the CEO’s own success – usually is due to a healthy measure of confidence and competitive spirit. It fits, then, that your CEO does not want a pushover for counsel.
When it comes to disputes, or tough negotiations, your CEO will often see you as the "hired gun," and it that situation, shooting blanks isn’t an option. It may very well be practical to avoid litigation or arbitration; but if that’s the case, don’t appear to avoid litigation because of fear of battle – be clear that it’s because, in the case at hand, battle will be less productive. Be tough, have alternatives, and show that you are working toward getting the best possible results.
7. Dwell on the little things.
Understand the big picture, and focus on it. Nothing frustrates a "get it done" businessperson more than lawyers fussing over details. Of course, sometimes that’s exactly what lawyers are there for, and that’s how we’re trained. But too often, lawyers also want everything to be perfect, and get caught up in details to do so.
When you hear a businessperson refer to the "nits," take it as a comment on how important they think those particular issues are: not very. One CEO points out: "It’s not the specifics of the deal, but the overall objective." Make sure you know what the real business drivers are in any deal, and focus on them.
In any negotiation, if you have one big issue and 15 small ones, always, always deal with the big one first, and if it needs to be escalated, do so as soon as possible. "And that ‘big’ issue is not likely the indemnity clause," Hall adds. "In our major contracts, we go back time and time again and work with the real ‘money issues’ material in the Schedules, not the boilerplate."
It’s a common complaint that in contract negotiations, lawyers spend too much time and effort stressing over things like punctuation errors (believe it, it happens all the time). If it’s inconsequential, it wastes everyone’s time. So don’t worry too much about commas. Be practical and focus on the big issues.
It will serve you well too, by the way – if you’re outside counsel, you won’t be seen to be dawdling over small points to increase your billable hours; if you’re in-house counsel, you can be more helpful, get the job done more quickly, and move to the next fire waiting to be put out.
8. Always play by the book.
Too often, lawyers are trained to refrain from giving business advice, particularly in outside firms. But how many CFOs restrict their business discussions to just numbers?
Business lawyers, particularly in-house counsel, are in a unique position because they’ve exposed to almost every aspect of the business: human resources, intellectual property, procurement and distribution, competition and marketing matters, and, yes, finance. This exposure to the bigger picture gives lawyers the ability to be much more helpful with overall business discussions than they normally are.
This was a big point with the CEOs we interviewed. "Lawyers shouldn’t just focus on what can go wrong," says Randy Reynolds, President and CEO of Bell West. "They’re often exposed to the bigger picture, and develop the knowledge necessary to spot opportunities which others more narrowly focussed might miss – but they seldom do. Being creative and looking for those opportunities make a lawyer far more effective."
If you can’t shed the baggage of legal versus business advice, follow this suggestion from Hubert Lacroix, former Executive Chairman of Telemedia: "Just preface whichever advice you’re giving with the qualifier, ‘This is my legal opinion" or "This is my business view"–however you say it, say it."
And don’t rely on, "This is how it’s usually done." As one CEO puts it, "You can’t excel by simply following – you have to be prepared to write new pages." Fundamentally, it’s about participation in the business. "Lawyers want to be part of management, even at the executive table," the CEO adds. "But they often don’t earn it. There’s a big difference between a technician and a member of the executive team."
9. Ignore the business basics.
The CEO is a businessperson, and expects those supporting the business to be of the same mindset. You are a professional, yes, but you’re also a supplier of goods and services. Be efficient. Be cost-conscious. Recognize that it’s competitive out there, both among outside firms and within legal departments; work hard to keep your customers happy.
Sometimes, the issues will surprise you: even though it’s a tiny fraction of any business’s legal costs, a large number of the CEOs we interviewed mentioned the frustration of being billed by outside counsel for fax, photocopy and long distance phone charges. "Even with all the money we spend, we’re still being nickel-and-dimed!" You will impress, far out of proportion to the cost, if you can either swallow those costs or build them into your fees.
Overwhelmingly, CEOs understand that legal services are not cheap, and believe it or not, they’re prepared to pay for them. But they want to see value. This article is to help you not only provide better value to your business client, but to be seen to be providing better value as well.
10. Forget who the CEO is.
Most CEOs are CEOs because they’re good at what they do. They tend to be effective communicators and strong leaders, and most are pretty intelligent. Unfortunately, lawyers can come off as a bit arrogant and a little patronizing. Don’t. You can learn a lot from your CEO and other senior management, particularly as you implement the foregoing points in your efforts to be more businesslike.
And be realistic: directly or indirectly, the CEO is the person you report to, and often the person who can decide your future (especially for in-house counsel). You want to keep this person happy. With the current focus on corporate governance issues, there’s more scrutiny on who your real client is – not the CEO, but the company, represented by a Board of Directors.
The good news is that the CEO and the Board are usually aligned; for operational management matters, the CEO and "the client" are almost always one and the same. To keep a balance, be proactive in keeping your CEO informed of governance rules and requirements and the Board’s needs, before your Board or committee meetings, and help the CEO do what’s needed. You’ll be looking after your client, and your CEO will thank you.
CEOs recognize that lawyers are not always the bearers of good news. They represent the law which, let’s face it, imposes all sorts of restrictions on various forms of business conduct. However, most CEOs respect the need for lawyers and what they do – they just want their lawyers to be a bit more business-savvy, practical, and helpful. A CEO gets the final word: "Keeping us onside, while helping with our business goals, shouldn’t be mutually exclusive."
Martha Findlay is founder of The General Counsel Group, providers of outsourced in-house counsel. Martha has acted as Corporate and General Counsel for several companies in both Canada and Europe, after spending her early practice years with a multinational law firm. She can be reached at mfindlay@generalcounsel.ca.
Illustration: Peter Ferguson / Three In a Box Inc.
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Comment irriter votre chef de direction
En nous inspirant d’un article que nous avons publié récemment, nous vous proposons dix façons d’énerver celui à qui vous devez plaire.
1. Ne connaissez rien de l’entreprise
Vous devez connaître la réalité de l’entreprise qui requiert vos services. Tel client peut toujours lui avoir été fidèle ou tel fournisseur peut s’avérer être le beau-frère d’un ministre influent. Des informations que vous devez connaître avant de montrer vos dents lors d’une négociation.
2. Démontrez-vous allergique au risque
Risque et affaires vont de pair alors que pour les avocats, le risque est souvent un ennemi. Sachez que dans le secteur corporatif, il ne s’agit pas nécessairement de minimiser le risque mais bien de savoir le gérer.
Nadir Mohamed, président et chef de direction chez Rogers AT&T Communications sans fil nous offre un exemple de la différence de perception : « Nous devions négocier une entente avec un nouveau fournisseur qui ne pouvait nous offrir de garanties strictes quant aux services offerts. Un avocat nous a recommandé de refuser l’offre puisqu’elle ne nous protégeait pas suffisamment. Pourtant, nous avions besoin de cette entente pour d’autres raisons commerciales. »
Il ajoute : « Un autre avocat nous a plutôt conseillé d’obtenir une garantie d’exécution qui spécifierait que le service offert ne pourrait être pire que celui offert aux autres clients. Ce n’était pas parfait mais il s’agissait d’une solution pratique. »
3. Attendez qu’on vous pose les questions
Vous ne pouvez compter sur le chef de direction pour vous tenir informé de ce qui se passe. Il n’a tout simplement pas le temps ou n’y pense pas. Allez vers les gens, sortez pour le lunch, demandez de recevoir copie des courriels. Vous saurez alors ce qui se passe et pourrez vous impliquer dès les premières étapes d’un projet.
4. Cultivez l’art d’être vague
Ce défaut est fréquent chez les avocats. Il ne suffit pas d’exposer les différents scénarios, vous devez en expliquer le pour et le contre et faire des recommandations. Le chef de direction souhaite obtenir votre véritable opinion sur une question. Allez-y, plongez et assumez qu’il est possible que vous commettiez une erreur!
5. Compliquez les choses
N’allez pas remettre au chef de direction une opinion de 20 pages. Répondez à la question posée et résistez à la tentation de montrer votre savoir. Bien sûr, accomplissez des recherches adéquates et rédigez un mémo en ce sens, mais conservez-le dans votre classeur et offrez plutôt un résumé de vos trouvailles.
6. Soyez la parfaite carpette
Devant les possibilités de litige, ne fuyez pas ou ne donnez pas l’impression de fuir. Il peut parfois s’avérer judicieux d’éviter les tribunaux ou l’arbitrage mais n’ayez pas l’air d’une poule mouillée. Démontrez pourquoi, dans ce cas, une dispute serait contre-productive.
7. Focalisez sur les détails
Ne vous attardez pas à l’arbre, visualisez plutôt la forêt. Bien sûr, on requiert souvent vos services en raison de votre capacité à vous attarder aux détails mais sachez faire preuve de parcimonie. N’essayez pas que tout soit parfait.
8. Respectez le protocole
En tant qu’avocat, et surtout en tant qu’avocat en entreprise, vous toucherez à toutes les facettes d’une compagnie : ressources humaines, propriété intellectuelle, finances. Vous bénéficiez d’une position privilégiée pour participer concrètement aux décisions. Ne vous en tenez pas simplement aux aspects légaux et soyez créatif.
9. Ignorez les pratiques du monde des affaires
Le chef de direction est un homme d’affaire et il s’attend qu’il en soit de même pour vous. Soyez efficace et conscient des coûts. Les chefs de direction reconnaissent que de bons services peuvent coûter chers mais souhaitent aussi en avoir pour leur argent.
10. Oubliez ce que représente le chef de direction
Les chefs de direction représentent généralement les vues du conseil d’administration et excellent dans leur métier. Ne jouez pas les arrogants, vous avez tout intérêt à vous faire apprécier d’eux et ils ont beaucoup à vous apprendre.
En somme, souvenez-vous que même si la plupart des chefs de direction reconnaissent l’importance et la valeur de vos services, ils souhaitent vous voir démontrer un bon sens des affaires. Ayez l’esprit pratique, soyez utile et vous aurez n’importe lequel chef de direction dans votre poche…ou presque! |
