What It Takes to Become a General Counsel
Hosted by MCCA® on a bimonthly basis is a free online discussion that allows individuals to log on from the comfort of their offices to discuss important topics with luminary legal leaders. We would like to share with you the dialogue from our last Chance-2-Chat discussion with Sheila Davidson, the executive vice president in charge of law and corporate administration of New York Life Insurance Company. Davidson talked to MCCA about what it takes to become general counsel and what advice she can offer MCCA's audience.
This session was moderated by The Flourishing Company and questions not posed by the moderator were submitted by actual attorneys who participated in the chat and are reprinted with permission.
Moderator: Welcome, Sheila Davidson.
Davidson: Thank you. It is a pleasure to be here.
Moderator: Joining us today is Sheila Davidson, executive vice president in charge of law and corporate administration of New York Life Insurance Company. The focus of today's on-line chat is what it takes to rise through the ranks to become general counsel.
Please tell us a little about your career and how you got where you are today.
Davidson: I have the dubious distinction of having never worked in a law firm. I was a regulator early in my career as regional counsel for the NASD's [National Association of Securities Dealers] New York Office. I investigated securities fraud and other misconduct and litigated disciplinary proceedings against individuals licensed by the NASD, which include retail stockbrokers, traders, and investment bankers. In 1991, I joined New York Life. I wanted to work in a place where I could still wear a white hat. At the time, New York Life's ads said, "We're large, dull, and conservative, reassuring in times like these.' I had an expertise in securities regulation, understood how securities firms' compliance systems should work, and had the perspective of a regulator. These were important skills for New York Life as it grew its burgeoning retail mutual fund business. They became even more important when sales practice litigation and regulatory action in the early '90s resulted in insurance companies forming compliance programs modeled on those of retail securities firms. I ended up becoming the chief compliance officer at New York Life in the mid '90s and then became general counsel.
Moderator: What are some of your responsibilities at the New York Life Insurance Company?
Davidson: Today, my title is EVP [executive vice president] of law and corporate administration. I have oversight responsibility for the Office of the General Counsel, the Office of the Corporate Secretary, the Office of Governmental Affairs (our lobbyists), Human Resources, Corporate Communications, Corporate Services (our procurement and facilities function), and Employee Health.
Moderator: Do you have any special advice for women who want to become general counsel?
Davidson: My advice is generally the same for women and men. However, I do think women who want a role like general counsel have to confront serious life balance challenges and you want to think that through carefully.
Moderator: You spent several years with the NASD. What were some of your responsibilities there and how did they prepare you for your current role?
Davidson: Much of my work at the NASD involved the District Business Conduct Committee, which was comprised of senior executives from various disciplines of all of the major and some boutique securities firms. My interactions with these people gave me a real window into the various styles and thought processes of executives, as well as a wealth of knowledge about how things should work and what best practices were. This was invaluable to me when I went in-house.
Moderator: What was the most surprising part of making the transition from a trade association to a corporate law department?
Davidson: The challenge for me was one that many regulators experience going in-house. Regulators tend to have "gotcha" jobs, where you ferret out what people are doing wrong. In a corporate law department, your job is to figure out how to facilitate your client's business objectives while complying with governing laws and regulations. It's much more of a creative challenge.
Joan McClenney: As someone who serves in your capacity, when hiring new legal staff, what do you look for (or what would you direct the hiring person to look for) in terms of experience? Regulation or litigation background?
Davidson: In terms of years of experience, generally we don't look at people with less than four years of experience. And because of the nature of our business, we look for people from a number of different areas of expertise: regulatory experience, including securities, insurance and ERISA [Employee Retirement Income Securities Act], litigation because we are involved in a lot of litigation, and corporate transactional experience because we have over a $200 billion portfolio.
Moderator: What tips can you offer those making the transition from a law firm to in-house positions?
Davidson: Learn to speak in plain English. Legalese impresses no one in the corporate world. Your client does not need to know the number of the relevant ERISA Prohibited Transaction Exemption. He just needs to know the pragmatic steps he has to take to remain within its safe harbor. Likewise, the chairman does not need to know the precedents behind the 2nd Circuits' position on a particular issue. She needs your scale of 1-to-10 assessment of litigation risk and what the major exposures are in a particular lawsuit.
Darryl Chiang: How do you keep up-to-date on all of the various areas of law over which you have managerial responsibility?
Davidson: I have experts! I read the current publications and expect the experts to do the same. And where we don't have the expertise in-house, we hire it from the outside.
Moderator: Your responsibilities are not only varied, they are also worldwide. How do you prioritize what needs to be done?
Davidson: There is no magic formula here—the priorities fall out of a rough analysis of risk exposure and strategic importance to the business. The lawyers tend to push the first button and the business people the second, but when both buttons are being pushed, I'd better pay attention.
Moderator: What was the biggest obstacle you faced in your career advancement? How did you overcome it?
Davidson: My own reluctance to stretch beyond my comfort zone. Earlier in my career, I was resisting an opportunity to make a lateral move to manage the insurance law group within the legal department. A mentor urged me to do it, counseling that the first word in the general counsel title is "general." Later, I was again dragging my feet when I was asked to leave the legal department to head the compliance department, protesting that I am trained to practice law and that I should therefore practice law. Once again, I got wise advice to make the move since I would learn all of the operational skills necessary to run a department, better preparing me to run the legal department. Last year, I was asked to take on responsibility for human resources, corporate communications, governmental affairs, facilities, and governance. I leapt at the chance because experience has taught me that you have to stretch to advance and grow.
Jason K. Roberts: I was wondering what your day-to-day activities are? When you get into the office in the morning, what are you doing? Are the hours somewhat manageable or do you feel overwhelmed at times about the work?
Davidson: It depends on what needs to get done. Generally, I spend a lot of time in meetings hashing out issues. There is not a lot of time to reflect and read. Absolutely, I sometimes get overwhelmed by the work. I then take a step back and refocus on what needs my attention. The hours are manageable. I drop my son off at school and get to the office between 8:30 and 9:00 a.m., and I am generally home by 6:30 p.m. Technology that was not around when I started practicing enables me to work from anywhere because I have my BlackBerry with me.
Moderator: What role did networking play in your professional success?
Davidson: I don't have a focused approach to networking and have not networked to advance my career. That said, I have found having dinner or meeting informally with groups of people with similar responsibilities to be extremely helpful at leveraging my effectiveness.
Antoinette Guidry: You mentioned that your interactions with senior executives from various disciplines of the major firms prepared you for some of your responsibilities; did you have a formal mentor?
Davidson: No. I have never had a formal mentor, and frankly, I think that formal mentoring relationships are unnatural. I think what has happened to me "time, after time, after time" is that I have developed relationships that were (in retrospect) mentoring relationships. But I didn't seek them out. And I didn't try to learn everything from one person. There are people I consider my mentors from whom I learned as much about what not to do as what to do.
Lauren: What is the one characteristic that contributed most to your success thus far?
Davidson: Luck, opportunity, and the willingness to do things that were out of my comfort zone.
Kathleen B. Havener: What factors are most important to you in choosing outside counsel?
Davidson: Expertise, experience, rational billing practices, and a display of diversity and respect for diversity within the firm.
Moderator: What is the biggest secret for succeeding in-house?
Davidson: Speak plain English and don't come across as a smarty-pants. I have seen a lot of lawyers stumble in making a transition in-house because they feel that they have to prove that they are the most intelligent person in the room. They end up spouting Latin, which is just incongruous in a business setting.
Moderator: What recommendations do you have for women attorneys seeking to market themselves for in-house counsel opportunities?
Davidson: The same advice as I would have for men. Focus on why you are interested in a particular industry and what you bring to the table that is relevant to the needs and strategies of the particular company. If you're applying for a job that involves doing the legal work for routine successive acquisitions, for example, don't brag about the mega-deals you have been involved with, rather, focus on what you view as the six pitfalls to avoid in any transaction.
Moderator: How important are extracurricular activities in career advancement?
Davidson: My extracurricular activities are limited to birthday parties and T-ball. I did once have a business meeting on the playground with outside counsel (a woman) with a child the same age as one of mine. More seriously, I have broadened my horizons and my understanding of good governance by sitting on two not-for-profit boards.
Jason K. Roberts: I'm a rising, third-year GW [George Washington] law student. I'm wondering how, specifically, you went about applying for your first job and did the people that hired you ever mention what stood out about your application?
Davidson: My first job was with Shearson Lehman. What stood out on my application was I had interned at the enforcement division of the SEC [Securities Exchange Commission]. I did compliance work, half litigation and half regulatory.
Moderator: What do you look for when hiring attorneys for your staff?
Davidson: I sound like a broken record, but I make sure that the person speaks plain English during an interview and does not come across as intellectually arrogant (i.e., a smarty-pants). I also prod candidates a little to see how they react to opposing points of view and how they calibrate their response to an outrageous statement.
Moderator: What recommendations do you have for junior attorneys to get more client contact without stepping on toes in the firm?
Davidson: Remember, I'm interested in keeping legal fees down, so I would not recommend that they pick up the phone and call us. The most effective junior lawyers I've seen forge relationships with corporate staff while involved in a document production or due diligence process. They make life easier for the client's staff rather than assuming a superior or authoritative tone.
Moderator: What do you see as the employment expectations of new, young attorneys versus more seasoned attorneys?
Davidson: Everyone wants to be general counsel and soon!
Moderator: We keep hearing that risk taking is important for advancement, particularly for women and minorities. What advice can you give to evaluate how to differentiate when something is a prudent risk and when it's career suicide?
Davidson: Talk to people inside and outside the company at various levels and consider their opinions. The best teacher is experience, and if you don't have it, borrow it. Also, don't be shy about asking for help. Chances are if you are presented with an opportunity, the presenter wants you to succeed.
Moderator: We also know it is important to take credit for good work, yet many women and minorities are reluctant to appear as if they are bragging. What advice can you give about taking credit?
Davidson: Take credit where credit is due. I confess that it's a turnoff for me when people are obvious about doing so or do it at the expense of others. I also give high marks to people who share the credit without being obsequious, i.e., "Thanks and it was great to have X's contribution on his experience with the ABC case."
Moderator: The traditional career path right out of law school usually begins with a few years at a law firm. What advice do you have for students interested in working in a corporate law department right out of school? And what is the likelihood of accomplishing this goal directly after graduation?
Davidson: I think that the likelihood of getting a really good in-house position right out of law school is small unless one has some unique experience (i.e., a Ph.D. in chemical engineering going to work for a pharmaceutical company as a patent lawyer.) I never worked for a law firm and I believe I got great experience working as a regulator. Law firm training is great, but so is working for the government in a regulatory or prosecutorial capacity.
Kathleen B. Havener: Have you explored or do you utilize alternative billing arrangements that depart from the billable hour?
Davidson: Yes. Occasionally, we have done performance fees and had some firms do work for us on contingency. We will explore all kinds of alternatives to billable hours and hope that law firms become more flexible about it.
Moderator: Have you ever felt the sting of being outside of the in-group? What advice can you offer?
Davidson: I think that making a big issue about the fact that you weren't invited to play golf or talk football is a mistake. It's not about golf or being in the in-group. It's about ensuring that you have access to information and input into decision-making. I work hard at ensuring that I touch base with important players on a regular basis and that I'm courteous, interested in them, and willing to help.
Moderator: What, in your opinion, is the most pressing issue facing general counsel today?
Davidson: The current environment is a particularly challenging one. We have experienced a flurry of far-reaching regulations, extraordinarily aggressive regulatory enforcement, and a media that believes corporate executives are guilty until proven innocent. Lawyers have increasingly taken center stage in this. I think that maintaining perspective and keeping the trains running on time is a big challenge.
Jason K. Roberts: How, and at what point, did you realize that this is the type of law you wanted to practice?
Davidson: I was a liberal arts major in college. When I got to law school, the first course I took that made sense was corporations. Then I took securities regulations, and then I worked for the SEC [Securities Exchange Commission]. Plus, I wanted to live in New York, so it all added up to securities law.
Moderator: What is the role of the individual attorney in creating a diverse workplace?
Davidson: Do unto others, as you would have them do unto you.
Moderator: How does New York Life use its leverage to encourage diversity among law firms?
Davidson: New York Life believes that diversity is a fundamentally sound business proposition whether we're talking about our workforce or our goods and services providers. We talk about it. We ask law firms in beauty contests to talk about the composition of their partnership and their hiring and retention of minority and women associates. I often inquire about the number of part-time associates and partners. We ask for statistics. We measure fees paid to minority-owned firms and fees in matters staffed by minority partners.
Moderator: If you could change one thing about diversity in the legal industry, what would it be?
Davidson: Really? Make it more diverse of course!
Kim Clarke: How do you think one can transition their securities law experience into other areas of law?
Davidson: If you are good lawyer, you are a good lawyer. That said, you will need to develop an expertise in the new area and be willing to take a step backward to go somewhere new.
Jason K. Roberts: Is there something that you know now that you would tell yourself when you were beginning your last year of law school?
Davidson: Have some fun! Take a course that interests you as opposed to something you think will be critical for life in a big law firm.
Moderator: We thank you for joining us today, and we especially thank Sheila Davidson for being MCCA's guest on Chance-2-Chat.
This chat was one of many that MCCA will host this year in order to give members of our network the opportunity to discuss professional development issues with people whom MCCA views as luminaries in the legal profession and with whom opportunities for personal interactions are limited due to these leaders' busy and demanding schedules. We hope you'll sign on and join us for future chats.
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|Join us for Chance-2-Chat, a moderated online discussion, featuring successful lawyers from the MCCA® community. It's easy to join in! Log on from the comfort of your office and be part of the chat-you can post your questions or simply read along. Mark these dates on your calendar now: o Wednesday, September 7, 2005 4:00 p.m. Eastern time J. Alberto Gonzalez-Pita, executive vice president and general counsel, Tyson Food, Inc. Transitioning from a Law Firm to a Corporation o Wednesday, November 30, 2005 4:00 p.m. Eastern time Henry N. "Hank" Adorno, CEO, Adorno & Yoss, Pa. Your Career and Business Development: What You Need to Know Do you have a question for these legal luminaries? Would you like to see a particular topic addressed? With whom would you like to chat? Email your pre-chat questions and suggestions for 2006 to info@TheFlourishingCompany.com.|
From the September/October 2005 issue of Diversity & The Bar®