A Dallas Morning News profile of Dallas Cowboys general counsel Jason Cohen tells how the New Jersey native thought his job interview with team owner Jerry Jones was going pretty well until Jones asked him if he was a Cowboys fan. He confessed to being a Giants fan.

“Mr. Jones, if I am selected to be your general counsel, I’m going to need to be in a position where I tell you the truth and tell you things you don’t want to hear and not sugar-coat anything,” Cohen replied, according to the profile by Mark Curriden of The Texas Lawbook. Jones brought him onto the legal team.

In his three years with the Cowboys, Cohen has handled big deals for the Cowboys and the Jones family, including negotiating with AT&T over naming rights for the team’s stadium, advising the Jones family on the development of its new practice facility and headquarters, working on contracts for players and coaches, and negotiating media and sponsorship deals.

Read the article.

Businesses of all types are dealing with the influx of millennials and the departure of baby boomers, but the impact of a multigenerational workforce is just beginning to shape legal departments, according to The Generational Shift in Legal Departments: Working with Millennials and Avoiding Baby Boomer Brain Drain.

The Thomson Reuters report surveyed 153 attorneys working in corporate legal departments and representing three generations: baby boomers, Generation Xers and millennials. The report identified current perceptions of millennial corporate counsel and revealed that legal departments are unprepared for the generational shift taking place as baby boomers retire and more millennials join the workforce.

Several factors — from emerging technologies to the use of legal process outsourcing and alternative providers — are transforming the practice of law. The survey reinforced how some changes involve lawyers themselves; the generational shift is changing the face of the profession too.

“The generational shift encompasses everything from how colleagues interact based on their perceptions of millennials — from the positives, such as millennials’ tech savviness, to the negatives, such as their job-hopping — to ensuring that legal departments capture and share baby boomers’ institutional knowledge before they retire,” explained Bernadette Bulacan, director of Market Development for Thomson Reuters Corporate segment.

Bulacan noted the importance of tapping the potential of millennials now, as the pace of baby boomers’ retirement accelerates. “In-house leaders are still dealing with the rise of new technologies and all of the changes in the practice of law since the 2008 economic meltdown. The workforce evolution is another challenge legal department leaders have to address, and it’s crucial they act quickly,” Bulacan said.

Yet the survey indicated in-house leaders may not be prepared. Overwhelmingly, corporate counsel reported they’re not doing anything to prepare for this generational shift. Only 26 percent of legal departments have a succession plan in place, and the vast majority of legal departments do not have a formal mentoring program; only 6 percent reported having such a program in place.

The low numbers may be attributed to the length of the typical corporate counsel career path, which includes law school followed by a law firm role; in other words, millennials are just now starting to work in-house. With the relatively smaller number of millennial employees currently in legal departments, general counsel may have avoided these issues so far. But they can’t be ignored any longer.

“In-house leaders need to capture baby boomers’ extensive experience while making the most of millennials’ traits and skills,” said Bulacan. “It takes time to identify which key roles will need to be filled when baby boomers leave, and to mentor millennials and Gen Xers to prepare them to step in. Legal departments can’t afford to wait.”

Download the full survey report.

The National Association of Corporate Directors has published the 2016 NACD Blue Ribbon Commission Report: Building the Strategic-Asset Board. The report is designed to help readers prepare for boardroom discussions on top-of-mind issues related to board strategy and composition.

The NACD says this report, based on the recommendations of leading directors, investors, and subject matter experts, outlines steps corporations and general counsel can take to help the board continuously improve boardroom performance, including how to

• make relevant updates to your governance principles;
• plan board succession in line with the company’s long-term strategy; and
• consider tenure issues as part of your director review process.

The full report is available exclusively to NACD members, but the executive summary, which includes a list of additional recommended steps for building a strategic-asset board, is available to anyone.

Download the summary.

If the goal of compensation clawbacks is to keep corporate executives honest, then they aren’t doing the job, according to a report by The New York Times.

As evidence, writer Gretchen Morgenson points to recent action by Wells Fargo’s board. The bank’s directors acted on Tuesday to recover $60 million in stock grants from two top executives after a phony-account-opening scandal rocked the company and its executives. But the move came almost three years after the improprieties came to light.

There are several reasons givebacks are rare, Morgenson reports: “One is that corporations limit the scope of their recovery policies. For example, the policies are written to cover only a portion of an executive’s pay.”

“Clawbacks extending to all types of compensation are uncommon,” James F. Reda, managing director of executive compensation consulting at Arthur J. Gallagher & Company, told the reporter. “They typically only apply to the cash portion and only to the top executives.”

Read the article.

BTI Consulting Group has published the results of its 2017 “Fearsome Foursome” survey, in which 300 general counsel named which law firms they would least like to see as opposing counsel.

Michael Rynowecer, CEO of BTI Consulting Group, described what it takes to make the list:

General counsels who responded to the survey pointed to a few things that the four firms named most-feared in the courtroom have in common, the first of which is an unrelenting approach, Rynowecer said.

“They have several strategies in place at once and keep coming at the issue,” he said. “Not only do they overturn every rock, but they find new rocks to overturn and keep coming up with new ways to act in their clients’ interests.”

The firms on the list are Dentons, Jones Day, Kirkland & Ellis, and Skadden.

The survey also includes 11 firms that made the “Awesome Opponents” list and 55 firms named to the honor roll of most-feared law firms.

Read the list.

Bloomberg Law will hold the Big Law Business Summit – West, convening the future leaders of Big Law, chief legal officers, outside counsel, and those serving legal departments around the world to discuss challenges and share ideas about the legal industry.

The event will be Oct. 27, 2016, from 1:30 to 6 p.m. Pacific time, with a networking reception to follow. The location will be The Standard Hotel, 550 S. Flower Street, Los Angeles, CA 90071.

Featured panelists will be:

• Elizabeth Baker, General Counsel, Twitch Interactive
• Brad Butwin, Chair, O’Melveny & Myers LLP
• Sharon Tomkins, Vice President & General Counsel, Southern California Gas Company

Register for the event.

The Center for Board Excellence is offering for free download a checklist aimed at modernizing directors and officers questionnaires. The checklist uses CBE’s cloud-based platform.

A company spokesman explained that the D&O form is uploaded by CBE to its secure platform and then is accessible from anywhere on any device.

Users can customize the questionnaire for respondents with prepopulated information. The number of questions can be reduced, providing for easier director completion.

And definitions and schedules are converted to dynamic flyovers or online links.

Download the questionnaire checklist.

George Dunn, president of CRE8 Independent Consultants, writes in a white paper posted on his company’s website, “One clear message from general legal counsel is, ‘law firms must lower fees and follow increasingly restrictive guidelines.’ In addition, law firms are now being asked what type of process improvement framework the firm is deploying.”

In the paper, he starts by posing the question: “What are the signs that your firm needs process improvement?”

He discusses the external signs, such as clients consolidating the roster of firms they engage,  client guidelines becoming increasingly restrictive as to who and what can be billed, and  clients asking for holdbacks, discounts, write-offs, alternative fee arrangements, or fixed fees.

Internal signs can include the firm writing off fees or costs billed to clients,  processes not fully mapped out and measured, and  processes not being not fully automated with up-to-date templates.

Answering “yes” to those question indicates the need for the firm to look into process improvement, Dunn writes.

He then poses questions and offers questions and offers approaches to follow. Those questions include: What type of process improvement methodologies exist for law firms? Where can process improvement be deployed in a law firm, such as transactional, litigation and operations? and What is the next step?

Dunn is an independent consultant, speaker, instructor, and author on process improvement (Total Quality Improvement, Continuous Process Improvement, Business Process Management, Re-engineering, LEAN and Six Sigma); Paperless technology planning (electronic forms, electronic content management, digital signatures, workflow, and electronic records management), and Computer System planning.

Download the white paper.

A common result of mergers in the business world is the layoffs of employees whose jobs have become redundant after two units are combined.

“What some people may not know is that the same thing applies to in-house legal departments following corporate mergers and acquisitions,” writes Staci Zaretsky for Above the Law. This time around, in-house counsel at beverage giant SABMiller will need to grab a drink after the company’s merger with Anheuser-Busch InBev closes next month.”

And The Global Legal Post reports:

The redundancies form part of a company-wide structural overhaul that will also see SABMiller general counsel John Davidson stand down next year once the merger is complete. Senior lawyers have already been notified of the lay-offs by Mr Davidson himself, though consultations are still ongoing and staff won’t be formally notified of the management’s decision until the middle of next month. SABMiller company secretary and deputy general counsel Stephen Shapiro has already been confirmed as one of those affected by the lay-offs, as well as deputy GC for M&A Stephen Jones and deputy GC for regulatory and industry affairs John Fraser. The company has indicated that up to 35 in-house staff will be likely be affected by the cuts.

Read Above the Law and Global Legal Post.

Stephen R. Williams describes that uneasy feeling an in-house lawyer can experience when overhearing someone in the company saying the heart-stopping phrase “Legal said it was okay.”

Williams, writing for Above the Law, explains that it’s nearly impossible to remember each time he or his boss have weighed in on the legal aspect of a given topic. And then to hear someone who he can’t immediately identify, or cannot recall meeting with, cite something his department has said as the rationale for their action can invoke an immediate sense of panic.

He offers some advice by discussing two of the greatest lessons he has learned in his time in-house.

Read the article.

The National Association of Corporate Directors is offering free downloads of an article featured in the association’s July/August issue of NACD Directorship magazine, Tom Sager’s “How to Win at War.”

Sager is a former general counsel at DuPont Co.

The article describes how to:

• establish the general counsel position as vitally important;
• define your role in strategic boardroom decisions; and
• prepare for battling activists, based on Sager’s experience with Nelson Peltz.

NACD Directorship magazine offers boardroom intelligence and corporate-governance information. The full publication is available exclusively to NACD members, but anyone may download a complimentary copy of the article.

Download the article.

Bloomberg Law reports that salaries for in-house attorneys are increasing by more than four percent annually, but almost half are still unhappy with what they’re being paid, according to a survey released this week.

The BarkerGilmore survey of trends in legal department compensation also asked in-house attorneys to compare themselves to firm lawyers by asking them to rate their pay relative to their “peers.”

“While their salaries are going up at a rate of 4.2 percent across industries — well above the U.S.’s 2015 inflation rate of 0.1 percent — 44 percent of respondents said their compensation, including cash bonuses and equity awards, is ‘below or significantly below that of their peers,’ ” reports Bloomberg’s Blake Edwards.

The survey found that lawyers in the services industry reported the highest dissatisfaction rates, while lawyers in the energy sector were most likely to be looking for new jobs.

Read the article.

As  one of the country’s top paid lawyers, Viacom general counsel Michael Fricklas has also been one of the entertainment industry’s most influential. But now he finds his own job hanging by a thread as Viacom works through a months-long legal battle with founder Sumner Redstone for control of the media giant, reports The Hollywood Reporter.

“A settlement between Viacom and Redstone’s National Amusements, resolving Dauman’s lawsuit, allows Fricklas to resign with ‘good reason’ if he’s not serving under [Philippe] Dauman or [Tom] Dooley, and insiders say it’s likely he’ll exit if Dooley does at the end of September when Dooley’s interim term is up and the board picks him or someone else to lead the company. But even if Dooley survives, it’s hardly certain that Fricklas will, too,” according to reporter Eriq Gardner.

“As the lawyer who also held a front-row seat to this drama, and one with a hand in most of the company’s most sensitive affairs for the past two decades, he also knows where the bones are buried. That’s a potentially strong pitch he could make to the Redstones in an effort to keep his job,” comments Gardner.

Read the article.

Lawyers in corporate legal departments and attorneys at law firms both say the amount of outsourced legal work has increased over the past year, but they disagree by how much, according to the International Association of Defense Counsel’s (IADC) second annual Inside/Outside Counsel Relationship Survey.

This discrepancy, along with the survey’s finding that in-house and outside counsel continue to rate themselves higher than they rate each other, points to noteworthy and enduring disconnects in communication and in their understanding of each other’s challenges.

“The purpose of the 2016 Inside/Outside Counsel Relationship Survey was to better understand current trends in outsourcing legal services and to gauge how in-house counsel and outside lawyers are getting along, especially compared to the findings from the IADC’s 2015 survey,” said John T. Lay, Jr., IADC President and a shareholder at Gallivan, White & Boyd, P.A. “The survey results demonstrate that both sides still require greater understanding and support in certain key areas.”

Administered by a third party, the IADC online survey includes responses from 346 corporate attorneys currently working in the legal department of a company/corporation and 333 attorneys employed at a law firm or private law practice. Most respondents hold leadership positions within their organizations. A 2,500 member, invitation-only organization, the IADC conducted the survey in its role as a leader in many areas of legal reform and professional development.

Notably, sixty-one percent of inside counsel survey respondents reported an uptick in the amount of work they were contracting out to law firms over the last 12 months, while only 39 percent of outside counsel say their work from corporate clients increased over the same period. Compared to the previous 12 months analyzed in the 2015 survey, this year 8 percent more inside counsel and 12 percent more outside counsel reported growth in the overall amount of outsourced legal work. Also, slightly more than half of in-house respondents said they expect outsourcing to continue to grow over the next 12 months.

“The significant variance in opinion between the two groups on how much work is going to law firms tells us that companies are consolidating more work with a smaller number of law firms and that’s a trend that is having a significant impact on our industry,” said Andrew Kopon, Jr., IADC President-Elect and a founding member of Kopon Airdo, LLC.

The survey also revealed disagreements between inside and outside counsel on how well each group is doing in managing their client-vendor relationships and understanding of each other’s business goals and operations. Billing and budgets, unsurprisingly, are front and center among the survey respondents’ areas of concern. In-house counsel gave outside counsel their lowest grades concerning offering timely and realistic budgets and discounted fees/fixed fees/alternative arrangements when requested.

One in-house survey respondent noted that outside counsel “put multiple partners on the same matter; exceed budgets; do not offer fee arrangements that are linked to value.” Conversely, an outside counsel respondent suggested that in-house counsel should “eliminate budget requirements when a case is new and remove absurd billing guidelines.”

Communication also was called out by both inside and outside counsel respondents as an area of concern. One outside counsel respondent suggested that lawyers in legal departments should communicate “regularly and clearly on what the objectives are and the methods to be used to achieve those objectives.”

In-house survey respondents cited outside counsel communication failures including not returning phone calls and emails in a timely manner, insufficient updates on case developments and strategy changes, and “taking steps without first securing clearance from legal department.”

Inside counsel rated attorneys at law firms highest for their expertise and how well they work with the in-house legal department. Attorneys at law firms were most complimentary when rating in-house attorneys on responsiveness to questions, feedback, or requests for authorization.

To access a PDF of the 2016 Inside/Outside Counsel Relationship Survey results, visit http://www.iadclaw.org/assets/1/7/2016_IADC_Inside_Outside_Counsel_Relationship_Survey.pdf.

Bloomberg Law is reporting that Yahoo General Counsel Ronald Bell could receive as much as $9 million in severance payout as a result of Verizon Communications’s $4.8 cash acquisition, according to the company’s filings.

In the report, Gabe Friedman points out that Bell’s so-called golden parachute payday is subject to a number of caveats, including that Verizon closes its deal to purchase Yahoo and that he is terminated.

By analyzing SEC filings, Friedman estimated severance payouts for other Yahoo executives, including $54.8 million the company’s CEO Marisa Mayer, $19.8 million for its chief revenue officer Lisa Utzschneider, and $16.1 million for chief financial officer Ken Goldman.

“All of those payouts are dependent on a number of factors, including that the executives leave the company,” according to the report.

Read the article.

Bloomberg Law has drilled down through Securities and Exchange Commission documents to see how the compensation of 30 of the highest paid general counsel compares to the pay for other top-ranking executives in their corporations.

The analysis found that 10 of the GCs were the fourth highest paid at their company, meaning less well-compensated than at least three other executives. “Then, in order, eight of the GCs were the third highest paid exec at their company, seven were in the number five spot, two were the second highest paid and so on,” wrote Gabe Friedman.

Thomas Mason was the only GC from the list ranked as the highest paid executive at his company. Mason’s whose title changed in December 2015 from a vice president to executive vice president and general counsel of Energy Transfer Equity, a Dallas-based natural gas storage and transportation company, the report says.

Read the article.

Bruce Sewell is Apple’s general counsel and senior VP of Legal and Global Security.

Bruce Sewell, senior vice president of legal and global security and general counsel at Apple Inc., leads Bloomberg Law’s list of the most highly compensated general counsel in American companies.

While his 2015 salary was $1 million, other benefits brought his total compensation to $25,017,626, according to the report.

The list names 30 of the best-paid GCs, with total compensation ranging from $4.8 million for Eli Lilly’s Michael Harrington, to Sewell’s $25 million.

The top five slots on the list include GCs from Apple, General Electric, Amgen, Hertz and PayPal.

Blake Edwards and Gabe Friedman, with special assistance from Brandon Kochkodin, compiled the list for Bloomberg.

Read the article.

The National Association of Corporate Directors (NACD) recently released Director Essentials: Preparing the Board for Shareholder Activism and provides an executive summary of the report for free download.

As year-round shareholder activism becomes the new norm in the American boardroom, directors are called upon to prepare for and respond to any possible activist challenges, the NACD reports. The new publication is designed to equip directors with the knowledge and tools they need to address this challenge.

This report includes information on trends in activist campaigns, types of investors and their methods of influence, and the board’s role in preparing for and responding to an activist campaign.

The full publication is available exclusively to NACD members, but the executive summary is freely available.

Download the executive summary.

Image by Marc van der Chijs

Google’s self-driving car project has created a general counsel position—and hired Kevin Vosen, the chief legal officer of The Climate Corporation to fill it—as it prepares to shift from moonshot to company, reports Kirsten Korosec for Fortune.

“Alphabet’s Google has teams of lawyers. And even the Google self-driving project, which is housed under X (the division where the company’s experimental projects reside), has lawyers. But until now, it’s never had one dedicated to the project full time and of this level of seniority,” she writes.

The article points out that the hiring comes at a critical time as Google aims to commercialize self-driving cars by 2020. With a CEO and a director already in place, a chief lawyer has been a missing piece.

Read the article.

Limited Liability Companies, or LLCs, are now the most popular legal entity for organizing businesses in the United States, according to a new report issued by Berkman Solutions.

“While it is tempting to conclude that S Corporations are substantially more popular than LLCs, this conclusion is based on the total number of legal entities. S Corporations have a more than 15 year head start on LLCs. Adjusting for that head start, the data reveals that LLCs are eclipsing S Corps,” according to Berkman’s analysis.

“Looking at the year-over-year net change in tax filings demonstrates that LLCs have a slight edge over S Corporations since 2004, except for 2006,” it continues. “The year-over-year net change captures the addition (or reduction) in tax returns from the prior year by legal entity type.”

Read the article.