In-House Ethics

Volume 5 • Issue 4 • May/June 2019
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From Brussels to Paris

Short on time, a general counsel must decide how to address myriad questions in need of answers

The premise of Ashish Nanda, Monet A. Brewerton, and Marvelle Sullivan’s 2009 case study, “From Brussels to Paris,” is as straightforward a narrative as it is a compelling—and enduring—exploration of the competing demands of a rising in-house lawyer. Jacqueline Paradis, the recently minted division general counsel of Energie Internationale (EI), leaves a successful negotiation to find a deluge of new-and-unread emails and a phone battery in the red. Paradis must decide how to divide her attention on the eponymous 80-minute train ride home.

Paradis spent the first five years of her legal career as an associate at the Paris office of U.K. law firm Johnson & Lowrey before going in-house at EI’s Lyons office, where her star rose on the force of her reputation for efficient, smart, and team-oriented legal work. She was named associate general counsel after just three years, a role in which she found herself leading teams of in-house lawyers on sophisticated projects. Now, two years later, she has been promoted to division general counsel of the international development division back in EI’s Paris office, leading some in the department to consider her rise as perhaps too rapid. The role puts her in charge of managing the division’s lawyers, working with outside counsel, and performing other leadership duties, as well as doing her typical legal work. In addition to balancing this elevated workload and relocating from Lyon to Paris with her husband, Paradis has a litany of other issues competing for her time as a leading in-house lawyer.

What is a case study?

A case study is an educational tool that allows students to analyze a factual situation confronting an individual or organization. Case studies, which are historically accurate, address topics such as the evolution of an organization’s business model, cooperation within teams, a corporate lawyer navigating his turbulent career, or a difficult merger between two law firms. Cases are not meant to provide definitive answers but instead to show multiple points of view and highlight the complexities and ambiguities of particular situations.

Unrest in the ranks

One set of Paradis’s emails were from a direct report, Gabriele Musso, who was the associate general counsel for the division’s international LNG business unit and considered a star lawyer on the larger team. Just two weeks into her tenure as division general counsel, Musso notified her of his intention to depart the company for a position as senior legal counsel for a global consumer products firm. Paradis has been trying to convince him to stay ever since.

She offered increased responsibility. She offered him greater visibility to senior leadership. She promised to match the financial offer from the competing firm. When Musso’s reasons then shifted to lack of motivation because Paradis’s predecessor was overly controlling, she did her best to convey that she operated differently. Paradis found the process exhausting and wondered whether it was worth the effort continuing to plead for her subordinate to stay, given all the other issues that required her attention. Where would she draw the line?

Negotiating a fair price

In her general counsel role, Paradis has to keep a close eye on her team’s morale.

Another set of issues centered on one of EI’s preferred law firms, the prestigious New York–based Asher and Levinson. The firm had recently done some legal work for EI, and Paradis opened their invoice to find that the resulting bill was astronomical. She would have to have another in what was becoming a series of uneasy conversations with Fred Fulton, a partner at Asher and Paradis’s liaison at the firm. When she first took on the division general counsel role, she launched a review of work distribution between outside counsel and her own, measuring for quality and cost. As part of this review, Paradis invited a number of outside lawyers working on IE matters, including from Asher, to give presentations. This, Paradis suspected, represented an unwelcome departure from how her predecessor did business, because Fulton followed up with an icy phone call to uncover why she was displeased with Asher’s work.

Now she needed to deal with this billing issue. The fees in the invoice far surpassed the original estimate, and Fulton gave no notice that they had ever crossed that threshold. If he had, Paradis thought, she might have been able to bring some of that work in-house to lower the final cost. Now she had to ask Fulton to reconsider the bill. What was the best way to manage this important relationship going forward?

Managing the demands

A number of Paradis’s emails called on her internal management duties as division general counsel. In the division’s international power business unit, she was getting more complaints from an executive about a relatively new inside lawyer, Charles Bergeron. The legal talent of Bergeron, who came from a prestigious law firm in Paris, was never in doubt. Like all new law firm crossovers, however, he had a lot to learn when it came to in-house lawyering in a business setting. How would she intervene?

In her new general counsel role, Paradis also now had to keep a close eye on her team’s morale. One of her senior lawyers, Marie Fleury, confided over lunch that she was not finding the type of work-life balance that convinced her to leave her law firm for EI. “In my law firm you did your work for the client and then the engagement ended,” Fleury had said. “Here, we have to live with our clients 24/7.” This reminded Paradis of a climate survey she had read in preparation for her division general counsel role, which showed legal department scores below the company’s average. Perhaps things really were that grim after all. Knowing that she needs to stay vigilant about her lawyers’ morale, how does she approach the issue not just effectively but efficiently in view of all the other issues that await her?

Difficult clients

An outsized share of those issues came from one client. Thierry Brodeur was a trained nuclear engineer working at IE, and with his demonstrated talent came an incessant flow of demands framed with diminishing degrees of clarity. A fifth of her unread emails were from Brodeur. Despite having set an out-of-office message to automatically reply to all emails and having notified all her clients earlier in the week that she would be unavailable, Brodeur was growing increasingly agitated with each of his many emails that his contract issue was being ignored. Inevitably this would make its way to the CEO in the form of a complaint that she was inattentive to Brodeur’s legal needs. This relationship was not going away, so what would she do to make it more sustainable?

Not only do these issues require tact and expertise, but they require swift action and thus decisiveness.

And yet, even with all the Brodeurs across her client business units competing for her time and demanding legal expertise, Paradis still had to contend with the perception of her team as a cost center. It was up to the in-house lawyers, especially those in leadership positions like her, to measure and demonstrate their value to the company. How would she convince her clients, business units in the company that generated revenue, that her team was not only necessary in form but proficient as well?

So you want to be a general counsel

The general counsel of a company occupies a curious spot in the legal profession where the laws of gravity are not always clear. Paradis is pulled in one direction by the broader goals of the company. She is pulled in another direction by law firms competing for—and drawing from—the company’s legal spend. She must also contend with the forces of her client business units within the company, those in the company who would view her legal function—and its perceived costs—with hostility, and the lawyers she must lead to nevertheless perform that function at a high level.

What would you do in Jacqueline Paradis’s place? How would you balance the managerial, legal, diplomatic, and leadership roles to reach fair resolutions to the problems described above? Not only do these issues require tact and expertise, but they require swift action and thus decisiveness. Rest assured, there will be a whole new set of problems on your desk by the opening of business.

In-House Ethics Volume 5 • Issue 4 • May/June 2019

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