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Michelle Banks most recently served as Executive Vice President, Global General Counsel, Corporate Secretary, and Chief Compliance Officer of Gap Inc. (Fortune: 178/NYSE: GPS), the third largest global clothing and accessories retailer and owner of the Gap, Banana Republic, Old Navy, Athleta, and Intermix brands. At Gap Inc., she led the global equity, foundation, franchise services, governance, government affairs and public policy, integrity, legal, privacy, and sustainability functions while managing teams in 15 countries. Michelle was a key member of, and strategic advisor to, the CEO’s senior leadership team, and dually reported to the CEO and the Audit & Finance Committee of the Board of Directors. She previously served as Legal Counsel to the NBA’s Golden State Warriors; advised Latin American companies and U.S. investment banking firms while in the Corporate and Finance Group at Morrison & Foerster; and worked in Tokyo for the law firm’s client, ITOCHU Corporation, one of the largest trading companies in Japan. A founding member and co-chair of the UCLA Law Women LEAD initiative at her alma mater, she is active in many nonprofit organizations. Michelle adds her expertise to the strategic counsel, leadership development, succession planning and other services that BarkerGilmore advisors provide to legal and compliance departments, CEOs, and boards across the country.

What are some of the challenges you faced in your executive role and how did you resolve them?
Like many of today’s leaders of corporate legal departments, I was faced with the task of running leaner due to organizational demands. One of my main challenges with this mandate was how to effectively lead a department when dealing with both employee and budgetary reductions. In reality, it’s how I both started and finished my general counsel role at Gap. I coped with this difficult environment by taking a proactive stance constantly searching for ways to do more with less. For example, we streamlined our processes and stopped doing work where we could, including taking smart risks.

What are the best “words to live by” that you want GCs to know?
Your most important role as the leader of a legal or compliance function is to be a trusted advisor, providing legal and ethical guidance to the board of directors, the CEO, and others in the executive suite. My experiences have taught me that if board members or the C-Suite do not listen to your advice, you need to influence, even fight for, what’s right. A general counsel should be a leader who helps resolve conflicts and influence outcomes. If they still don’t take your advice — quit. Be of the mindset that your loyalty is to the company and not to any one person, and you will always do the right thing as a leader, including to leave if necessary. Your integrity is most important to your leadership brand, and diplomatic skills are key to being successful in the GC role.

What is typically the most significant area for development for a GC?
I think there are a number of different areas of development to consider depending on your status. When you are in your first role as a general counsel, it can be intimidating to “manage up” to your first non-lawyer boss. To feel comfortable in that role, I think it’s essential to understand the industry you are operating in and the business and its culture, have a solid grasp of the company’s goals and strategies for growth, an in-depth knowledge of the company’s financials, and the ability to effectively communicate with your non-lawyer boss on a business, and not just a legal, platform. This takes work and practice. Female general counsel may also need support to build their confidence and comfort to overcome difficult situations, including unfair experiences involving bias. For all GCs, the ability to lead goes beyond intellect; it’s imperative to develop your emotional intelligence and political savvy.

How have you helped others succeed?
I believed it was my responsibility to work with the lawyers, paralegals and other professional staff that I supervised to help develop and continually strengthen their skills, so I committed to a growth mindset, or a continuous learning program, and succession planning. I especially wanted to mentor and coach those lawyers who had the ability to succeed me. Even at this point in my career, I continue to coach and mentor most of the more than ten mentees that I worked with during my career at Gap. In addition, I continue to support and empower women and help them advance their careers by co-founding and co-chairing the UCLA Law Women Lead initiative, and actively participating on the Board of DirectWomen, a nonprofit which strives to increase women lawyers on the boards of major companies.

What do you think differentiates top GCs from the others?
I think the differentiating factor for top GCs is that they have great interest in and connection with their company’s business. There’s no doubt that my position with the NBA’s Golden State Warriors was my husband’s favorite job for me, but my passion was apparel. I loved it and lived it.

What are you passionate about?
I’m passionate about building a diverse employee and management infrastructure within the legal department and throughout the company — from the mailroom to the boardroom. During my tenure at the Gap, I formalized diversity and pro bono programs within the legal department centered around a three-pronged strategy:

  • Nurture an inclusive environment within a diverse department
  • Develop all internal talent to their full potential
  • Increase diversity in the external legal pipeline through diversity and pro bono activities

I also served as the executive leadership team sponsor of a company-wide diversity council and was recognized by the Gap Foundation as one of the most impactful community service leaders in the company.

What do you wish you knew in your first in-house role?
Looking back on my early career, I realize that my journey could have been much easier if I had been aware of the value of networking or building relationships. When you are working long hours on projects, focusing on doing good work, and getting the day job done, it’s easy to believe that’s all that matters on the path to success. In reality, it’s only half the battle. Establishing strong connections and building relationships in your company, in your industry, and among other inhouse counsel will empower you with the advice, support and perspective that can make a difference in achieving your goals.

What do you hope to accomplish at BG?
During my first year as a BarkerGilmore Advisor, I’ve had the opportunity to assist global general counsel and their successors in taking their leadership skills to the next level. Building on what I learned as a Global General Counsel in leading and mentoring large teams, I want to continue to share that knowledge as an executive coach. With a firsthand understanding of the issues legal executives face on a daily basis within their departments and their organizations, I can help enhance their risk appetite, emotional intelligence, political savvy, and other leadership skills to optimize their performance.

Topics: Compliance   |   Legal


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