William Solomon, Jr. most recently served Ally Financial as its Group Vice President and General Counsel. Prior to his role at Ally, he managed the Credit and Insurance Legal Practice for General Motors. Bill adds his expertise to the strategic counsel, leadership development, succession planning, and other services BarkerGilmore advisors provide to legal and compliance departments, CEOs, and boards across the country. He is widely acknowledged by C-Suite and legal executives for successfully performing a variety of corporate legal functions and managing a large in-house legal staff and numerous outside counsel, while also overseeing compliance, records and management activities, licensing, and the Secretary’s office, ensuring enhanced solutions, driving continuous improvement, and helping to create an optimal organization.
As corporate legal departments continue to grow in size and stature, what are the hot button issues they should focus on?
I think the biggest issue in-house lawyers are facing in the current business climate is being called upon, more and more, to be the conscience of the company. As scandal after scandal plagues corporate America, legal departments are defining and expanding the parameters of what it now means to be an in-house legal executive. Quite simply, we need to come to terms with how to defend the company while serving as a partner in the business. We must serve as the ethical and moral compass that moves the corporate agenda to fairness, both inside the company and for society at large. It also means we are responsible for guiding the board — and the entire company — to live the values we are advocating, since those values need to be embraced by everyone, if the company is to act responsibly on all fronts.
What are some of the challenges you faced in your executive role and how did you resolve them?
Serving on the inside of a Big Three auto manufacturer, deep in the heart of corporate America, I’ve seen the good, the bad, and the ugly. Looking back over the years, I think the need to be a very active manager of people and dollars was an ongoing challenge. Not only was I tasked with managing a stable of lawyers internally, but also outside counsel from large national firms, smaller regional firms, and law firms in many countries across the globe. To efficiently and effectively manage hundreds of attorneys and a significant budget, I kept a laser focus on both. In fact, I made sure I knew our business inside and out, and maintained a thorough understanding of the legal issues surrounding each case so I could ensure the attorneys were delivering the best legal solutions and outcomes for the company on a cost-effective basis.
Where do you see yourself adding the most value to GCs and their legal departments?
I can’t say I’ve seen it all, but I’ve seen a lot. In fact, over the years, I’ve just about done it all. I had hands-on experience early in my career in many areas: HR, legal, franchising, union negotiations, contracts, product safety, all sorts of issues. My basic career expertise, however, is in secured lending — commercial transactions on the creditor side — and during 28 years at GM and GMAC I rose pretty quickly through the ranks, but those “ranks” dramatically changed. At GMAC, we were first a wholly-owned subsidiary of GM, the finance arm of GM, and I was dealing with management, outside counsel, and cost control during those years. Then the legal staff was spun off to GMAC, and we became their employees; after that we were sold to Cerberus, a private equity firm. From there, during the mortgage crisis, we became a TARP recipient and were 74% owned by the U.S. government; U.S. Treasury officials even sat on our board of directors. We eventually paid back all of the TARP money by bankrupting our mortgage company and selling off our international operations in 41 countries. To add a final chapter to the corporate saga, the company went public. As a result, I think I bring a deep understanding of both legal and ancillary legal services, and the skills learned from transition and reinvention, to GCs as well as their legal departments; in short, a keen understanding of business realignment and cultural transformation.
What do you think makes a GC a good legal department leader?
The ability to empower people is the defining factor for me. When I would meet with the lawyers on my staff, I asked a lot of questions and listened carefully to determine if they were really giving me the hard answers. I coached them not to say no or yes all of the time, but to work on researching and developing creative and effective solutions to the problems at hand. In order for in-house lawyers to make that leap, and to develop the necessary confidence, it is our responsibility to empower, trust, and let them know we have their back. They will not only grow and develop into more productive and sophisticated attorneys, but they will maintain a higher degree of commitment and job satisfaction over the long term.
What is typically the biggest area for development of a GC?
I think that depends on the role the GC plays in a particular company. For example, if the GC is overshadowed by outside counsel, and the attorney from the outside firm is the “go-to” counsel for the board, the GC is cast in a subservient position. In a smaller company, the GC may be the legal “leader” and also oversee the compliance function. In large companies, most GCs spend a third of their time on corporate and governance matters. To assess the biggest area for development of a GC, it is essential to understand their perceived position. If the GC is considered to be a legal “technician,” they may foster a broader strategic and business role by educating both executives and board members as to the necessity and importance of the GC’s involvement at a higher level. Key areas for GC development are closely aligned with company culture.
What are you passionate about?
The law profession in general is about equivocation and not hard answers. Lawyers tend to be risk-averse people and that attitude is generally enhanced and reinforced by the training we receive in law school. I feel strongly that it’s our job to give black and white answers in order to be truly effective at what we do, and to serve in a leadership role. It is clear to me that risk and uncertainty will always be part of the equation; the fact is we live in an uncertain world and there will never be enough data, or research, or technical expertise available to make the “perfect” decision — but we need to make the best decision possible with the facts at hand. I truly believe a good general counsel must have the courage to deliver the right answer and stand by it.
In your role as a BarkerGilmore advisor, where do you see yourself adding the biggest value to GCs?
Most in-house legal executives continue to struggle with managing outside counsel, finding the right balance between inside and outside support, and achieving a high degree of satisfaction with the outside attorneys’ knowledge of their given business and industry. Working with an array of national and regional law firms over the years, I can help develop a collaborative model to create efficiency and quality outcomes, assist in designing tools for evaluating outside counsel by subject matter and performance, and create a process for consolidating legal providers, while assisting with budgeting and effective case assessment. I can also fill in as a member of the legal team, and even serve as an interim general counsel during times of transition.