The Role of General Counsel and the View from the Top Table

©2005 by David KreiderGeneral Counsel

Vodafone New Zealand Ltd.

Lexis-Nexis In-House Corporate Counsel Forum 200514 - 15 September, Heritage Hotel, Auckland

Today’s Presentation

• Why lawyers go in-house – the coming of age of “in-house” practice

• How I view my role at “the top table”• The essential attributes of an effective in-

house counsel • Passion and leadership, the winning

combination!

Why Go In-House?The “Usual Suspects”

• Achieving a “work-life balance”, perhaps….

• Measuring one’s life in six-minute units

• Possibilities for share options and other incentives

• Job satisfaction, or “this photocopy machine is more of a profit center to this firm than you are”

• Since when is being “commercial” a pejorative?

• “In-house” practice has come of age in highly regulated, developed economies

Success in an In-house role

“He who loves the law, is doomedto have his fill of it”

• In-house practice can add a new and exciting dimension to legal practice

• When to go in-house?

• To succeed in the role, the General Counsel should first and foremost be a seasoned legal practitioner

My Values as a Lawyer and as General Counsel

“Low key, but aggressive”

• Always skeptical – “To persuade others, means to risk being persuaded”

• A supportive “team player” across the business• Proud of my profession and achievements• Devoted to my client and the law

The Role of General Counsel in a Values Based Organization

“The first thing we do, let’s kill all the lawyers” – William Shakespeare

• Supporting the business decision-makers• Achieving internal consensus through leadership and

teamwork• Utilizing the legal function to project and protect the

company’s culture and values

Building Trust“What shall we feed you”?

– My very thoughtful China Mobile colleagues….

• Cultural awareness on the job• How mature is your company’s legal function?• Aligning with the business• Defusing tensions, or “I’m calling the White

House”• Protect your client’s confidences

Bridging the Gap

“Mr Chairman, I am not a potted plant” – Defense Attorney Brendan Sullivan, The US Iran-Contra Hearings

• External legal advice is no longer “optional” for large corporations

• “Horses for courses” and “bang for the buck”• The incentive to be inefficient, or why the

general counsel should make the decision to hire external legal advisors

To whom do you owe a duty?

• Your client is the company, not the CEO, a director, or any employee

• Where it is foreseeable that the interests of others may diverge or conflict with those of the company, you have an ethical duty to alert others to your role

• Avoid the charge, “I thought you were advising me”?

Independence

“Loyal words grate against the ear”-- A well-known Chinese saying….

• Professionals are different• Above all, the general counsel must be

“credible”• Balancing your obligation of loyalty with

your obligation of independence as an officer of the court

Embracing risk

“Don’t tell me why I can’t, tell me how I can”

• Lawyers are paid to be creative – avoid posing questions without offering to find a solution

• The general counsel’s role has limits – know yours• Fulfill your duty – then step back!• No risk, no reward – sometimes• An effective general counsel must be a courageous

advocate – “war stories” from New York

Protecting the Legal Function

• Practice law aggressively, and defensively

• Keep a paper trail

• It’s not what you know that matters, it’s what you can prove

Tools of the Trade“English is a second language

for many lawyers”

• Vodafone is a “communications” company• Lawyers are judged by the quality of their work

product• Simple and direct• Use the “spelling and grammar” function• The “kiss of death” for any C.V.

Leveraging Resources

• Utilize a tiered in-house structure

• Avoid being “a victim of your own success”, push low value, low risk work back to the business

• Reuse legal knowledge

• Seek out the high value, high risk assignments

• Be an educated consumer of external legal services

“Lead, follow, or get out of the way”– Lee Iacocca, the Chrysler Corporation

If you bring a passion for the lawto your work,

your legal team and business colleagueswill know it!

Thank You!

The views expressed are those of the author and do not necessarily representthe views of Vodafone Group Plc. or Vodafone New Zealand Limited

Comments may be directed to “david.kreider@vodafone.com”