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Focus On Law Department
Managers In this issue, the editor and Charles R. Hann, Midatlantic Regional Editor, interview Stephen B. Brown, Senior Vice President & General Counsel, Champion International Corporation. Champion was the recipient of The Corporate Bar Association’s Corporate Outstanding Volunteer Award. Editor: Steve, Champion was recognized at the Corporate Bar’s annual meeting for its pro bono achievements. Could you tell us about what you and your department have done to earn that award?
Brown: The key factor was the Westchester-Fairfield County Pro Bono Partnership. Before the Pro Bono Partnership was organized there were just too many perceived hurdles standing in the way of inhouse volunteer service. Our lawyers had the impression that pro bono activities involved litigation or other areas that required skills they don’t have. The time demands and the absence of bench-strength in our business mean that even if they had such skills, they could not take on work that involved meeting a rigid and demanding schedule. Rick Hobish, the executive director, brought to the Pro Bono Partnership the experience he had in working with The Lawyers Alliance in New York in designing pro bono programs for corporate counsel that overcame these hurdles. Editor: I understand the importance of the pro bono Partnership, but the general counsel’s leadership is also an essential element. What triggered your interest in pro bono? Brown: I grew up in the turmoil and heightened social activism of the ’60s and maintained my interest in pro bono activities when I was in private practice. One of my daughters manages a sizeable non-profit organization in Washington, DC that brings tennis and educational assistance to inner city kids. My wife is active in various charitable organizations in New York City. So by background and temperament I was personally receptive to encouraging pro bono. We asked Rick to tell our lawyers about the Pro Bono Partnership at one of our quarterly staff meetings. We liked his proposal that our lawyers could provide the same kinds of legal services to pro bono organizations that they rendered to Champion. His suggestion was taken up enthusiastically by everyone in the law department, paralegals as well as lawyers. Since that time, we have been able to provide services to several organizations. It really is a two-way street, because it has also expanded our horizons. You know just as well as I do that as a corporate counsel your focus often gets very narrow — when you are just looking at what your own company is doing and trying to advance its fortunes. This kind of opportunity is great for lawyers who really have not been able in the past to do much pro bono. Our lawyers who have worked with Pro Bono Partnership organizations have come back glowing about how they have used their talents as corporate counsel to discharge what many of them see as their professional responsibility to do pro bono work. Editor: What kinds of things do the lawyers do? I know that one of the objections that has been raised by corporate counsel in the past is that they are not litigators. Brown: The Partnership provides the type of legal services that inhouse lawyers are well-equipped to handle. It recognizes that while most of us are not trained to handle litigation, criminal, domestic relations or estate matters, we are in a position to provide services to non-profit organizations relating to contracts, corporate housekeeping, human resources, employee benefits, finance, and real estate — the kinds of things we normally do for Champion. For example, one of our lawyers who has a real estate focus, Bob Fogarty, is helping an organization that is interested in purchasing a building it had been leasing. Bob has also recently reviewed an architect’s contracts for an organization which rents space in a church and wants to expand that space. Editor: How does it work? Do the pro bono clients call you directly or do they call Rick? Brown: The assignment initially comes from the Pro Bono Partnership. Once the relationship with an organization has been established, the client contacts on a particular project may be had directly with our lawyers. This tends to develop an ongoing relationship between the organization and our lawyer. Generally, the organization will call that lawyer whenever they have a new project. Over time, the Pro Bono Partnership has become familiar with the skills of our lawyers which helps them match those skills to the needs of the particular pro bono client. Editor: How do you go about stimulating interest in doing pro bono? Brown: The fact that we’ve received this award has reinforced our collective sense that we are making a real contribution. I haven’t really given thought to how to continue to keep enthusiasm up because I don’t see any evidence of it flagging. Editor: One of the other objections I heard is the absence of malpractice insurance, but I gather that the Pro Bono Partnership provides that? Brown: Yes. Champion’s general liability insurance also provides some coverage here for any of our professional staff’s allegedly "wrongful acts". Editor: Another of the objections is that corporate law departments are staffed for the valleys, not the peaks — that inhouse lawyers just don’t have time to do pro bono; that law firms have the luxury of having associates who sometimes aren’t terribly busy but corporate lawyers just can’t find the time? Brown: Yes. That was a concern of mine and I’ve told the lawyers here that we don’t want to overburden anybody. Champion is in the midst of an ambitious divestiture program which has demanded a lot of our time. However, the Pro Bono Partnership assignments involve work that you can take home over the weekend. It’s not like having to make a court appearance. Editor: Do you feel that your department’s involvement in pro bono by corporate counsel has beneficial side effects for Champion? Brown: Champion has always been an active supporter of community projects, particularly those involving local education and the arts. Our pro bono activities impact our immediate community and involve not only money but the personal commitment of Champion employees. This complements in a very visible way all of the other good things that Champion is doing. I think that many people tend to shrug off corporate monetary contributions even when they are sizable. However, when they see corporate representatives out there in the community actually giving of their own time and skills that enhances the good will so necessary to a company’s survival. Editor: Do you have any words for those corporate counsel who may feel concerned that doing pro bono may be treated as evidence that the lawyers don’t have enough to do, leading to attempts to reduce the size of the legal staff? Brown: That’s not a real concern at Champion. I have discussed our actions with our vice-chairman and our chairman, who both encouraged our Pro Bono Partnership efforts. It improves Champion’s image in the community. Public attitudes toward a company can affect how judges, juries and legislatures are going to react. Pro bono also broadens our lawyers’ perspectives. At the risk of overstatement, I believe it can provide a dimension of legal experience which gives them a sense of fulfillment not otherwise attainable in their professional activities. Many of the organizations we serve are United Way beneficiaries. This ties in with Champion’s long standing support for United Way. If this activity came to be viewed as a distraction or evidence that we were overstaffed, it would be evidence that I was not doing a sufficiently good job in communicating its positive aspects to our management. Editor: I understand that there has been a tremendous response on the part of corporate counsel to the pro bono opportunities opened up by the Pro Bono Partnership, not only at Champion, but at many other corporations. What do you think is the single most important ingredient in this success? Brown: The personal element can’t be underestimated. The original moving forces behind the Pro Bono Partnership were Bob Healing of GE and Rick. A lot of the ideas incorporated in the Pro Bono Partnership were based on Rick’s experiences with the Lawyers’ Alliance in New York which has a similar program of delivering nonlitigation services to the poor. What really made a difference was adapting this program to a suburban setting. The Pro Bono Partnership filled a longstanding need. There are a lot of public spirited, right thinking lawyers inhouse who never had an opportunity to do pro bono because they thought that their skills were simply not marketable in the pro bono world — now they are. People are responding to it. I think Rick has done a fine job in engineering this thing. Editor: Your department and the issues it faces are typical of many other departments in your area. Your experience with pro bono activities is a good example of what can be done by other similar departments. Therefore, I would like to ask you a few questions about the legal department. First. How large is it? Brown: We’ve got about twenty-seven people. We have eleven lawyers, six paralegals and, I believe, ten support people. We also have a small records management group that’s under my jurisdiction. Editor: Has the department been downsized? Brown: Yes. We have been in the process of divesting some significant U.S. operations for the last two or three years. As part of our corporate downsizing, the size of the legal and other staff departments are being reduced by 15 to 20 percent. We are still in the process of doing that even though our workload has temporarily increased as a result of our involvement in the divestiture program. Editor: Are you going through a convergence process with your outside firms by reducing the number of outside firms so that you concentrate your work in fewer firms? Brown: My predecessor, Marvin Ginsky, established an effective network of highly skilled outside lawyers who became very familiar with our businesses and their legal needs. I have tried to retain the benefits of this while concentrating our work in fewer firms — in part for budgetary reasons, but also to achieve greater efficiencies. Editor: What is the legal department’s total budget? Brown: Our total budget is in the ten million dollar range. Our outside legal fees are approximately 50-60 percent of that. Editor: Notwithstanding that your lawyers are actively involved in pro bono, your budget is still quite modest for a company of Champion’s size. Brown: Based upon the PriceWaterhouseCoopers and other surveys, we look quite good in terms of the relationship between total inside and outside legal costs and Champion’s total revenue. Editor: Do you consider that you partner with outside counsel? Brown: Yes. I believe we have developed long-standing, symbiotic relationships with our principal outside firms. They know our company, its business, its legal needs and our general approach to both transactional and legal matters. They work with us to budget protracted and potentially costly matters and keep us advised of any significant expenditure of funds. They take the initiative to help keep our legal costs down by cutting out unnecessary expenses, by staffing matters appropriately and, most importantly, they help us to achieve our desired goals. Editor: You are managing your costs very effectively. How do you retain such a fine staff of lawyers and paralegals? Brown: The single most important factor is that Champion is a great place to work. The work is interesting, the location desirable, the workplace attractive and I think the opportunity to do pro bono adds a new dimension in terms of personal fulfillment. We pay our staff competitively. We treat everybody as professionals. Our structure is very flat so that all the lawyers have an opportunity to work directly with our senior management. I don’t intervene between a lawyer and members of senior management on ongoing projects. A large part of the job satisfaction we offer is being involved in work as a professional that is varied, challenging and directly related to the company’s strategic goals. Editor: I gather that you have very little turnover as a result. Brown: Correct. I’d guess that the average length of service is in excess of 15 years. Most of our attorneys come out of first rate law schools and first rate law firms. All have had good early training. Law firms realize that the opportunity to do pro bono is an important recruiting tool in attracting and retaining the best young lawyers because they know that community service is an important part of a lawyer’s role. Similarly, I feel that the fact that our mature lawyers now have an opportunity to do pro bono will help us retain them. As I mentioned earlier, it offers a chance for them to satisfy their obligations as professionals, an opportunity previously lacking in an inhouse context. Editor: In terms of your dealings with your regular law firms, is there an engagement partner who interfaces with you and is this important to you? Brown: Yes. This is an essential function. I need someone I can go to who can marshal the resources of the firm — who can see that the right partners and associates are assigned to our work and with whom I can frankly discuss problems. I also want to have someone who is overseeing the quality and results of the services we are purchasing. Editor: Are you the chief compliance officer? Brown: Yes. I don’t have that formal title. I chair the corporate compliance committee which includes the vice chairman of the company and one of our executive vice presidents. Editor: What compliance areas do you consider most important? Brown: We went through a review and update of our entire compliance program about two or three years ago. We published a very professional booklet for our employees which includes guidelines and information about our telephone hotline if there are questions or suspected violations. We periodically send out literature reminding people of our program. We have broadened these mailings to include not only legal matters but ethical issues as well. But what do I consider the most critical compliance areas? Environmental, because we are a natural resource company. Environmental compliance and permitting issues are vital to our ability to operate effectively. Anti-trust, given the history of the paper industry in the late seventies and early eighties when almost every product line was under siege by both the federal authorities and the private bar. Some of the governmental efforts were based on legitimate concerns. Others were based on misconceptions about how business was conducted. Editor: What are the most important attributes of the in-house lawyer? Brown: Responsiveness, on a very personal level. It’s making people feel that their questions are important. You can’t be arrogant or treat a client’s question as simplistic or not important. One of the first things I did after becoming general counsel was to survey our clients to see what they wanted from their lawyers. This confirmed my own feelings about the importance of responsiveness. It is far more important to get back to the client quickly with an easily understood answer rather than to take a week preparing a four page memo, in dense language, touching every base. We try to make our clients feel that they and their questions are important to us, which they are. Lawyers are having a tough time from a public perception standpoint. They see movies like "A Civil Action" which foster a public perception that business lawyers are ruthless and uncaring with their meters always running. We do our best to correct that impression by the way we interface with our clients. To take our discussion full circle, our pro bono efforts help our lawyers take an interest in legal problems that may have only a modest financial impact, help further develop a "caring" relationship with our clients and counter the notion that business and its lawyers just don’t care about broader social concerns. Reprinted by Permission of The Metropolitan Corporate Counsel |
