Developing your ‘commercial voice’ to effectively advise corporate management
The role of an in-house lawyer is a unique one. In essence, it really involves two roles: assessing and analysing legal risk and presenting potential legal pitfalls in a manner accessible and useful for senior management. The challenge is innately technical and ethical, and, as the recent removal of AMP’s General Counsel shows, can present significant conflicts of interest.
In this interview with Insights, Chris Bland talks about developing the latter skill, and why it is vital to develop your ‘commercial voice.’ Chris Bland is a lawyer with over twenty years’ experience as an in-house lawyer and general counsel for Transfield Holdings. He is adept at advising corporate management and Boards. Chris also heads up Legal Tradecraft Consulting, which helps lawyers refine their professional legal skills, including advisory work and drafting. Chris is running a workshop for the College in August about how to best advise boards on corporate governance and risk.
Be practical, concise and visual
“Bear in mind that your role is an advisory one,” said Chris. Keeping communications clear, concise and visual is an important way to ensure the advice is heard.
“Help set the correct horizon for the Board. Put the particular matter or deal in context and step the Board through the issues and process, explaining applicable transactional timeframes, for example in submitting expressions of interest or bids. Outline what the various options are and what the consequences for each option might be. To the extent possible, be decisive and don’t sit on the fence – ultimately it’s for the Board to make the decision but you can really assist the Board by giving incisive recommendations and explaining the rationale behind them.”
Take a tactful approach
As with any commercial role, tact is vital.
“Always give Board members an opportunity to ‘save face.’ They may feel unable to move from a previously stated position, so it can be really helpful to think of ways to facilitate this.
“When responding to difficult questions, aim to stick to your legal guns whilst keeping the Board on side. It’s healthy for Boards to have challenging discourse. Don’t become defensive.”
“If you don’t know an answer, be honest and upfront about it. Don’t try to bluff the Board – take it on notice, offer to look in to the issue and get back to the Board promptly. In today’s risk environment, Boards need accurate information to be able to properly assess their options.
Ask the obvious questions
“Don’t be afraid to ask some ‘stupid’ questions. What you think might be an obvious question might not be that obvious after all. Asking questions to clarify and confirm an understanding can be a useful tool for the Board in getting them to focus their thinking and crystallise what has been agreed. For example, ‘So just to clarify, I think we’ve just said that in relation to [X], we will do the following…” This also forces the Board to address issues which might otherwise be left in the ‘too hard’ basket.”
These were lessons learned from some bruising early experiences as an in-house lawyer.
“I once got dragged into a very heavy Parent Company Board meeting to advise on a key corporate governance issue. This was before I made General Counsel. I had only minimal time to prepare. The outcome of the meeting would heavily dictate next steps for a critical transaction, but if it was done improperly, there may have been draconian long term legal consequences. Views around the Board table were already quite polarised commercially. I was very nervous going into this meeting.”
Think like a lawyer, speak like a business person
It was on the day of this unexpected meeting that Chris found his ‘commercial voice.’
“You need to think like a lawyer but speak to the Board like a business person. I couldn’t just offer a stream of abstract technical legal advice. I had to apply that legal analysis. I was forced, in the moment, to reduce those legal concepts to a relatively simple exposition and help a group of directors decide what to do next.
“I dealt with the polarity by calmly and objectively pointing out the consequences of each potential course of action. That actually helped them make a sensible decision. It didn’t usurp the Board’s essential decision-making role. It helped them think about and talk the issue through. That is at the core of our job.
“I was a bit shaky when I left the room, but it had worked. And frankly it set the pattern for the next ten years of my legal life and stepping up into a General Counsel role.”
