Thomas W. Hughes
Winstead, Sechrest & Minick, PC

Chair, Corporate SectionThe role of the corporate lawyer has evolved over time, but has always been one of mutual trust, of giving valued counsel to the client and helping the corporate client achieve its goals. As the business world has grown in complexity, the corporate lawyer has also become a team leader, managing the relationship of the client with various specialists and managing the efforts of those specialists in providing the highest caliber of legal services effectively and efficiently.

The Role of a Corporate Lawyer The Relationship

The corporate lawyer is fundamentally a relationship-oriented counselor focused on facilitating the strategic goals of the corporate client from a business and legal perspective. In its highest form, it is our responsibility to act as a sounding board and business advisor to senior management on matters of the corporations business, organization and governance. These activities can range from the most complex and sophisticated transaction, such as negotiation of a major acquisition, significant financing or strategic joint venture, to input and advice on corporate governance and board composition questions, to more common day-to-day contract documentation and statutory, regulatory and contractual compliance questions, among others.

It is imperative that advice and communication not operate merely in a reactive fashion in which the attorney simply addresses a narrow set of inquiries directed to him or her by representatives of the client. Instead, the successful corporate attorney creates a relationship that revolves around the needs of the client and proactively offers advice, counsel and, most importantly, solutions. To create a trusted partnership, the corporate practitioner should undertake a conscientious effort to understand the clients business and organization. This is accomplished through open and thorough dialogue as often as possible with company management, as well as exploring the companys strategic goals while determining managements legal and business needs and goals.

Once the goals are set, the corporate lawyer and his or her firm should judge success by the corporations definition of success. Accordingly, the corporate lawyers goal should be to assist the client in meeting or exceeding its stated goals as achievable within appropriate legal and ethical bounds.

To the extent difficulties arise, it is incumbent upon the corporate lawyer to do more than merely communicate to the client that there is a problem. Its the corporate practitioners responsibility to define the problem for the client, suggest appropriate alternatives, if feasible, and explore with the client possible additional alternatives based upon the clients feedback. Working with the client, the corporate practitioner should then make every effort to reach an appropriate resolution that achieves or comes as close as possible to achieving the clients pragmatic goals, without subjecting the client to unnecessary or inappropriate legal risk.

It cannot be emphasized enough that mutual trust and respect within the relationship define the corporate practitioner and his or her role. The relationship is built over time through hard work, and with it comes a deeper understanding of the clients business and a strong role as an advisor to corporate management. In the optimum proactive model, the corporate lawyer will analyze then explore with the client other legal and business areas where additional legal focus is appropriate or may be of benefit to the corporation. The corporate lawyer and the client can then develop additional goals or reprioritize existing goals, to the appropriate extent given the clients cost constraints and organizational requirements. This proactive role of the corporate lawyer permits them to maximize the value of the attorney-client relationship for the corporation.

Successful Practice Unwavering Commitment

To be successful as a corporate practitioner, one must have first of all an unwavering commitment and devotion to providing an extraordinarily high quality of service and counsel. Achievement of the clients goals on a given project can oftentimes require long hours and tenacious commitment to the completion of task within the timeframe allotted.

In these efforts, the successful corporate lawyer must recognize that the practice of corporate law is at one level an intellectual exercise, but at the same time, its extraordinarily pragmatic: e.g., corporate lawyers deal with real-world problems and must be adept at finding real-world solutions. There is a high level of intellectual effort, but the corporate lawyer must be able to bring that down to the practical, to best accomplish the assigned task. That process involves not only the use of intellect, but also interpersonal skills and an extremely high level of common sense.

Accordingly, it is critical for the corporate lawyer to recognize that his or her role is that of a problem solver, not merely a problem spotter. Recognizing the problem is not enough. The client expects the attorney to see the problems, pitfalls and issues. The successful attorney, however, only truly adds value when he or she is able to go the next step and provide solutions and alternatives for the client to consider. In this way, the corporate lawyer is a facilitator, rather than an obstacle, to achieving the clients goals. If the attorney cannot guide the client through an issue, then the attorney has only partially fulfilled his or her role, and has not rendered the level of value the client needs and should expect.

While great corporate lawyers have several different attributes, one stands apart from the rest: being an exceptional listener. First of all, its essential that the corporate lawyer is always ready and able to listen to the clients description of its goals and needs. This sounds trite, but involves a set of skills that is more than simply hearing the words spoken or reading the words on the written page. The exceptional corporate lawyer looks beyond the words to delve into the facts, circumstances and other aspects that define the situation.

It is this skill and instinct that gives the corporate lawyer a more complete understanding of the clients goals and needs. Some of the skill is derived from training, but to a large extent the exceptional corporate lawyer applies his or her experience and the wisdom derived from that experience.

Secondly, being an exceptional listener requires achieving an understanding of the goals, needs and concerns of involved parties other than the client, as best can be determined. Most matters in which a corporate lawyer is involved will include interaction, and resolution of conflicts, with another party. Sometimes, as in complex transactions, this may involve many other parties to the transaction. The other parties may be regulatory or other governmental agencies or internal parties within the client organization; for example when there are different points of view among members of the board of directors, or differences between a clients business group and its internal finance or legal staff. In each of those instances, the corporate lawyer will best serve the clients interest, and maximize the value of the counseling and service he or she provides, by applying the highest level of listening skills that can be brought to bear on the matter. Just as with the listening that must be used to learn the clients goals and needs, this listening requires application of the exceptional corporate lawyers training, experience and wisdom.

In addition, a great corporate lawyer has to be selfless rather than selfish. He or she must understand that in todays world most of the projects the corporate lawyer will work on are, from a legal standpoint, relatively complex, with legal, regulatory and other aspects beyond the expertise of any one practitioner or discipline. Often, even just in the legal sphere, the laws of various jurisdictions will apply. As a consequence, it is imperative that a corporate lawyer be prepared to assemble and work with a legal team with interdisciplinary skills. The skilled corporate lawyer will manage that group in a manner that maximizes their respective skill sets and experience and provides appropriate recognition, both internally within the lawyers firm and externally with the client, of the team members contributions. In this manner, the corporate lawyer, working with the team, will be in the best position to achieve the clients goals.

Further, the corporate lawyer must be skilled at working with other professionals in other fields, including most often finance and accounting, but often also including engineers, environmental experts and experts in other fields. The skilled practitioner will make sure this occurs in an atmosphere that encourages and creates open communications based on mutual confidence and respect. In this environment, any thought by the corporate lawyer of seeking credit for his or her efforts should be eliminated from any list of goals.

Negotiations Finding the Motivating Factor

The preparation for a negotiation begins with a very thorough discussion or set of discussions with the client about just what its particular goals are. Some or all of the following questions are important:

What is the client trying to get out of the particular project that is under consideration?
What are the key components that must be retained or achieved to reach the clients goals?

What other aspects of the project are secondary goals, nice to achieve but not critical to the achievement of the clients goals?
What aspects or matters must be avoided if there is to be a successful outcome?

Sometimes the outcome can be as straightforward as determining a ceiling price, beyond which the project does not make economic and business sense. At other times, a critical aspect to be avoided can be ensuring that the project or a component of the project does not cross a regulatory or governmentally imposed threshold that may make the project uneconomic. In other contexts, the aspects to be avoided are complex mixtures of business, legal and other issues unique to the client, its business or its industry.
This will often involve a series of discussions with a number of business people from various groups within the corporation, starting well before the negotiations begin and continuing as the negotiations evolve. At each step along the way the corporate lawyer will maintain open and complete communications with the appropriate client representatives.
Next, the corporate lawyer does an analysis of the legal issues associated with the client achieving those goals. It is imperative that the corporate lawyer determines whether the clients goals, and all key aspects of the project, are achievable. To be effective, the corporate lawyer should also determine whether or not the project and its key components have legal issues associated with them that were not apparent to the client.
At the same time, the corporate lawyer tries to quickly understand as much as possible about the other party or parties in the negotiation and their stated and apparent goals. Who is on the other side of the transaction and what is their background and track record? Why it is that they are interested in pursuing the matter that is under consideration? What they are trying to accomplish and what is most important to achieve from their perspective? What, if anything, are they trying to avoid?
A key to successful negotiation is knowing who is across the table from you and their motivation. Finding the answers to this and to as many of these questions as possible will help the corporate lawyer maximize the clients position.

The most effective facilitator has identified where the client wants to go and completed the preliminary work to understand the issues involved on both sides of the bargaining table. It is not enough just to identify problems: To be truly effective and best maximize his or her role, the corporate lawyer must utilize the parties mutual interests to achieve the clients goals. It is not enough to know what the client wants to achieve. It is also not enough to know what the other sides goals are. It is only by bridging gaps that arise during negotiations and finding common ground for the parties, to the extent that one is working in ones clients best interests, that the skilled corporate lawyer achieves the clients goals.

If the other side has a problem with one aspect of a negotiated proposal and determines that it cannot go forward, it may walk away from the deal and ones client loses the benefits of the project. If, on the other hand, the astute and prepared corporate lawyer can develop a solution to the other sides problem, within the parameters of ones own clients goals, then everyone can achieve their goals. The corporate lawyer must be the facilitator, bringing the parties to a reasonable resolution that is consistent with achieving or exceeding the clients goals.

Teamwork and Efficiency The Backbone of Any Relationship

Dealings in todays business world have become increasingly complex due to a variety of factors: an increasingly hostile competitive environment; increasing globalization of todays markets; advances in technology as they affect the business; and a complex array of regulatory concerns and litigation risks, among others. These factors have had and will continue to have significant ramifications for the corporate client and the corporate practitioner.

Most notably, this requires a higher level of specialization than in years past, and the skilled corporate lawyer should make every effort to approach complex corporate projects as one team: both the client and the law firm, together with other professionals outside the corporation that need to be involved.

The best approach in staffing a particular corporate project is for the team leader or relationship manager to assess the project with other experienced lawyers from other areas of practice within the firm that will likely be called upon to assist. Together they determine how best to configure the team. The goal is to involve the right mix of people, in terms of expertise and level of experience, to deal with the legal tasks at hand, rather than simply applying a standard lineup to staff the project.

The team approach, properly organized and executed, addresses the three critical components to the client in meeting its goals for outside counsel in a complex business project: quality of service, responsiveness and cost. Allocating the various components of the legal tasks at hand to specialists in those respective task areas enables the client to receive the requisite quality of service at a very high level of responsiveness. Accordingly, more sophisticated projects will typically involve lawyers from various disciplines to address the clients needs effectively and efficiently. Thus, a major acquisition, for example, would not only involve the corporate practitioner: The transaction will require an appropriate array of attorneys in other disciplines such as tax, environmental, employee and employee benefits, intellectual property, real estate, banking and litigation.

The corporate lawyer, in collaboration with experienced practitioners in the applicable specialty, also assesses the level of experience within each specialty necessary to accomplish the designated task. This will be based upon the level of sophistication involved, the level of expertise required and the background of the practitioners available. By assigning the task to the properly qualified practitioner at the right level of expertise, the task can be completed for the client in the most cost-effective manner.

The heightened complexity of business tasks and the necessity of a teamwork approach to addressing them have additional ramifications for the attorney-client relationship as well as the law firm. The corporate lawyer as team leader or relationship manager takes responsibility for the organization of the law firms team to address the complexity of the tasks at hand. That lawyer similarly must accept accountability to the client for the teams overall performance. The effective team leader communicates "ownership" of this issue to the client at the outset of the engagement. The client can look to the experienced practitioner to exercise oversight of the complex, multi-disciplinary efforts undertaken by the law firm, rather than getting involved in direct supervision over multiple attorney efforts where the client may not have the requisite background, and certainly not the inclination, to judge daily performance. Being accountable, the team leader actively monitors the functions of his or her team members and ensures full and adequate communication between the client and the various team members, as well as among the members of the team to accomplish the tasks at hand.

This team effort also calls for a distinct level of accountability among team members within their firm. There must be a recognition and willingness for firm members to work collaboratively and selflessly to achieve the clients overall goals. The most effective law firm provides a culture designed to encourage such conduct and provides management and compensation systems relentlessly focused on appropriate rewards for achieving team-oriented goals. Only with such mechanisms to reinforce these goals can the corporate practitioner reasonably assure the level of high-quality consistency required in todays modern corporate practice.

Todays complex business projects require a higher level of specialization and input from a greater number of legal, financial and other professionals, as well as a broader array of executives within the clients organization than ever before. As complexity grows, the risks of miscommunication, non-communication and other potential problems multiply. A transactional context, such as the negotiation of a strategic joint venture or major acquisition, is inherently competitive as each side attempts some level of advantage over the other. As a result, the prospects for conflict and problems of various types are very high. It is best for the corporate lawyer and the client to anticipate that problems will occur and instead focus on processes and mechanisms to promptly identify and address issues as they arise.

Accordingly, all members of the project team, both at the law firm and elsewhere, should be ready to recognize potential problem areas, either in communications or otherwise, in an effort to head off problems before they occur. To the extent problems do occur, team members are expected to take responsibility for identifying such problems as promptly as possible without concern for assessment of blame. In that manner, problems can be quickly addressed and usually resolved without engaging in the counterproductive process of finger pointing. In the midst of getting the project done, it is most important to the client to solve the problem rather than assessing fault. Acting from this perspective produces a significantly better team focus, often facilitates the prevention of various problems from ever arising and results in a more efficient delivery of the desired results to the client.

Perspective and Independence The Value of Outside Counsel

In our practice, as corporate lawyers we, by and large, represent the corporate entity. The corporate lawyer recognizes that the corporation is our client. As corporate lawyers we are charged with the task of acting in the best interests of the corporation. The best law firms will emphasize this, and it is a key principle in these firms practices. This has always been the touchstone of corporate law, even though recently it has been the subject of renewed regulatory and legislative attention.

Independence from the client is one of the most valuable characteristics that an outside law firm brings to the relationship. Representing the clients best interest and counseling them on their legal needs is only effective when both the attorney and the client know that the advice starts with an unvarnished view of the particular issues involved and then is based upon full and independent analysis. It is clear that this independence and openness, along with the outside law firms expertise and experience, is critical to proper communication and proper problem solving. Its a key part of the value that a law firm of the highest caliber can deliver to its clients.

Its also important that corporate lawyers and their law firm be true to their own values; that they do the right thing. One of the interpersonal challenges the corporate lawyer faces is delivering a difficult message that a strong-willed corporate executive does not want to hear. Even in the most trying circumstances, however, properly delivering a difficult message can facilitate rather than hinder open discussion. This, in turn, can lead to alternative solutions to effectively address the particular issues. On the other hand, if delivering the message is detrimental to the relationship, then it must be dealt with. After all is said and done, a corporate lawyer and his or her law firm will do best for their client if they present to the client the input they know to be necessary, holding true to the values that make that the right decision.

An outside law firm of the highest quality brings other strengths to the benefit of its clients. Because of the depth of the experience of such a firms corporate lawyers, both over time and from their work with many different clients in a wide variety of industries and circumstances, such a firms lawyers have a broad base and depth upon which they can draw. Therefore, they are in a position to give input and counsel that is of very significant value to the client. Further, through that experience the law firm and its corporate lawyers will have established relationships with other professionals and organizations, and often can make recommendations and introductions that can be of significant value to the client. Ultimately, these combined values are key to the success of the attorneys relationship with the client.

Technology The Tie That Binds

The business world and the technology that provides the tools of the corporate lawyer are evolving at an ever-increasing rate. Twenty years ago, there were photocopiers, but word-processing mostly consisted of memory typewriters. For many, cut-and-paste involved scissors and glue. At that time, most delivery of printed material was done via the postal service.

Since then, word processing has matured, faxing became first a novel new way to communicate, then ubiquitous and now a fading tool, overnight courier services sprang up and became the norm, the Internet expanded from academia to everywhere, email was invented. The practice of corporate law has changed along with these developments. Cycle times between receiving questions or comments and getting out the answers or revisions have shortened dramatically.

Clients now expect seamless interconnectivity of documents and databases, instantaneous transmission of data, documents and other information via the Internet, constant communication among team members by cell phone and email and global interconnectivity. Huge databases of information about the business world are available from everyones desktop. And law firms have been at the forefront of these developments. For the corporate practitioner, this has meant keeping up with the mechanics of practice, along with legal and business developments. It also means always being available and accessible to the client.

The use of information has become a dominant part of business and our society generally. The advent of the computer age, and then the Internet age, allows for the collection, sorting and transfer of information at a rate previously unknown. If information has value, then the open market system will tend to seek ways to exploit that value within lawful boundaries. Even if a companys business is not directly engaged in extracting value from information, the laws and regulations being implemented in these areas will affect every companys use of information. More and more companies have become involved in international transactions that involve the exchange of information. When this happens, the issues are more complex because foreign countries take approaches that are different from the United States. It is critical that the corporate lawyer and the team recognize that, if dealing with an issue as fundamental as how the client processes data, they must not only addresses these legal concerns but also address the practical issues that involve information management systems and business processes.

Further, the Internet multiplies issues relating to data use, privacy and security concerns. The ability to replicate and send data in a matter of minutes makes it much more difficult to assess the potential business risks. How much information should a company solicit online? Who has access to it? Are the security measures adequate? Will legal disclaimers be an effective shield to liability? The corporate lawyer and the team assembled to help the client must have the experience and expertise to be able to investigate effectively and educate the client as to these and similar questions as the Internet age matures.

New Legal Developments Communicate Timely and Effectively

Every corporate lawyer must keep up to date with new developments in his or her area of legal expertise and in business and law generally. Each corporate lawyer will be responsible for particular client relationships and will be on the lookout for developments that would be of interest to those clients. In addition, a high quality law firm will actively train its practitioners, both as to developments in their particular area of expertise and in areas that may impact their clients or their practice. Law firms will send out client alerts that are practice-oriented or industry-oriented rather than individual-lawyer-oriented. Specialists must stay up to date on what is going on in their area of expertise and then should communicate to the other lawyers in the firm items that may be vital or of interest to them and their clients.

It is important that the corporate lawyer emphasizes being sure that clients are kept up to speed with what is going on, whether it is emerging legal or business issues or emerging trends. Once the attorney has communicated an issue to the client, the attorney and the client can meet to determine whether the issue will impact the client or its business and what the appropriate legal strategy is for addressing that issue. Once it becomes apparent that action should be taken, both the client and the lawyer are in a position to act on an informed basis and do so quickly.

Recent Changes and the Future Where Do We Go From Here?
Recently enacted laws and new regulations have changed many aspects of the business world and the practice of corporate law. Privacy issues are also very important in this day and age. As we continue to move forward in an area of enhanced technology, the interplay between technology development and intellectual property law, as well as general corporate practice, has created a significant area of concern for corporate lawyers and clients.

There is no doubt that the practice of corporate law has changed significantly. The overall trends that affect the breadth and depth of corporate practice will be with us from now on. It is not in the nature of our society for things to become simpler. The complexities faced by corporate lawyers and their clients require the application of a team the right specialist has to be involved in dealing with the appropriate issues. We are no longer in an environment where one practitioner can expect to handle a sophisticated matter by himself or herself. That is just not the age we live in. It is becoming much more the case and will continue.

The marketplace demands that firms be able to deliver the full spectrum of sophisticated legal services. Therefore, law firms in general must organize themselves with the primary goal of being able to deliver services effectively and efficiently as a team. The most effective law firms recognize that teamwork is a significant strength that enhances their contributions to the clients efforts.

The law firms that are best at this teamwork approach will have that perspective deeply embedded in their culture not just the corporate practice but the entire firm and will find ways to reinforce it. A significant part of that is the goal of being selfless rather than selfish and recognizing that ones role as a corporate lawyer is to serve the needs of the client. Any issues having to do with a law firms internal competition must be eliminated. It is only when people operate as team members that the modern law firm is successful in todays demanding environment.

Thomas W. Hughes is a longtime corporate and securities shareholder at Texas-based Winstead Sechrest & Minick, a 330 attorney, full-service business law firm. As the chair of the Corporate Section, he directs and guides approximately 80 attorneys in the day-to-day dealings with the firms corporate clients. Hughes diverse experience in representing companies, institutions and individuals in mergers and acquisitions, public and private offerings of equity and debt securities, corporate governance and financial restructurings, as well as in various issues pertaining to compliance with federal and state securities laws, provides a well-rounded experience to counsel and advise companies.
Hughes is an active member of the Dallas Bar Association, State Bar of Texas and the American Bar Association, having previously served as chairman of the Dallas Bar Corporate Counsel Section and a member of its Continuing Legal Education Committee.
Hughes is a Phi Beta Kappa graduate of the University of Oklahoma in economics and earned his J.D from Georgetown University Law Center, Washington, D.C.