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Roya Behnia most recently served as Senior Vice President, General Counsel and Corporate Secretary of the Pall Corporation, a NYSE-traded, Fortune 1000 / S&P 500 global leader in high-tech filtration, separation and purification solutions for the industrial and life sciences markets, with significant operations in over 40 countries. At Pall, she led the legal, compliance, human resources and risk management functions and was a member of the executive management committee. Roya previously served as Senior Vice President, General Counsel and Secretary of Rewards Network Inc., a digital business and financial services company, a partner at Kirkland & Ellis in Chicago, and as a lecturer in law at the University of Chicago Law School. She is a founding member and co-chair of her law school’s Women’s Leadership Network of New York. Roya 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?
During my career, I’ve advised boards of directors and senior executives on a variety of strategic issues including international expansion, business turnarounds, commercial alliances, mergers and acquisitions, and data security. I had many opportunities to be involved in domestic and international deal processes. In fact, when I led the negotiations for the sale of Pall to the Danaher Corporation in 2015 for $13.8 billion, it was then the largest industrial deal of the prior decade. Some of the challenges I faced while advising on material mergers and acquisitions included communicating effectively with CEOs and Board about the deal process, their fiduciary duties, negotiating strategy, documentation, valuation, and integration planning. Since the deal process often was unfamiliar to many of our Board members, I leveraged outside advisors in advance of any transaction to help prepare them as to what to expect and provide the framework for sound decisions.

In what ways did you make the most significant impact on the companies you served?
At each company I served, the legal departments both had not been integrated into the business and were often in need of a turnaround. With the goal of transforming the teams to become both effective risk managers and valued business partners, I worked with the lawyers, paralegals and staff to develop and strengthen their individual skills. My hope was to develop lawyers into leaders. How did I start? Back in 2011, I designed and wrote about “legal agile” operating principles to align a legal function with the company’s strategic goals. The operating principles that served as our guide were:

  1. Continual collaboration with clients (our colleagues)
  2. A constant focus on client goals
  3. A strong bias towards simplicity
  4. Direct communication over complex documentation
  5. A commitment to flexibility and rapidity
  6. Realistic risk assessment

At Pall, for example, these principles permeated every aspect of our approach to giving legal advice; they were added to business cards and placed on posters throughout the offices, so that that we could continuously remind ourselves of them. We then wrote a multi-year department strategic plan to execute against these principles. In the course of three years, the legal department at Pall was recognized by the business as the most admired corporate group at the company.

What are the best “words to live by” that you want GCs to know?
As we redefine and refine our role as General Counsel, there’s no instruction manual. Instead, we learn by trial and error. Here is what worked for me:

  • Your role is to remove obstacles for your team so that they can deliver results
  • Stay out of the weeds
  • Always keep your strategy in mind and don’t waver

What are you passionate about?
I’ve always been passionate about turning lawyers into leaders and developing and training those who may be able to succeed me. Since I think lawyers should also be partners in the business, I believe that aligning the legal department strategy to the company strategy is crucial and among the most important tasks facing any general counsel. I’m also passionate about empowering my teams through development opportunities, so I can delegate to them and trust in their abilities to make the right decisions.

How have you helped others succeed?
I have focused on process, communication, and education on how to develop and implement a strategic plan. Early on, I introduced tools for process improvement, widely used in the rest of the business (such as goal / policy deployment, kaizens, reverse auctions, etc.), and educated my teams throughout the world on how to use these tools to deliver optimum results. Since effective communication is essential to collaboration with our business colleagues, I also trained the team on emotional intelligence styles that impact how we communicate. To ensure our function aligned to company strategy, I introduced strategic planning principles and then facilitated strategic planning sessions that were run not by me, but by my teams.

What do you wish you knew in your first in-house role?
Moving from a law firm to the corporate setting and realizing over time how much what in-house lawyers do requires a deep understanding of the business, I was not aware of how important it is to understand the company’s financial drivers, even in a litigation role. Also, I had not realized how team-oriented the best companies are and how cross-functional collaboration and communication can immediately drive results. I believe any lawyer desiring to go in-house would benefit from project management and communication or collaboration training.

Of what accomplishments are you most proud?
Throughout my career, I remained committed to building my legal teams and helping each member succeed, so I was especially proud when my direct report became general counsel once I left PalI. I am also gratified by the relationships I still have with the business leaders at all of the companies I have served.

What is typically the most significant area for development for a GC?
Many of today’s GCs understand the importance of developing strategies that can help their legal departments support the goals of the company, but they need to learn how to develop and implement the necessary actions to achieve those strategies. Without the execution plan, a strategy lies fallow. I also believe that to be a business partner and help the company meet today’s need for innovation, new financial pressures, regulatory demands, and shareholder expectations, GCs must become less reflexively risk-averse and savvier about managing risk. They need to learn how to become more adept at protecting the business while positioning it for growth.

In your role as a BarkerGilmore advisor, where do you see yourself adding the most value to GCs?
Working hand-in-hand with GCs to implement a strategic transformation of their corporate law / compliance departments, I can leverage the skills and experience I gained in my previous legal executive roles to save them time and money. To drive innovation in the delivery of legal services, I can assist in-house legal departments in the training and application of the “legal agile” operating principles to align the legal function with company strategy. Ultimately, I see myself adding value by helping to develop lawyers into leaders.

Topics: Advising & Coaching


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