Michael Williams most recently served as the Executive Vice President, Chief Legal Officer & Secretary of Staples, Inc., while the Massachusetts-based company was the largest office product company in the world. He led all legal, compliance, and secretarial functions; managed cybersecurity incident response, trade strategy, and compliance teams; and directed a 65-person in-house legal staff in Asia Pacific, Europe, and North and South America. Prior to his tenure at Staples, Inc., Michael served as Executive Vice President, General Counsel & Secretary at Sony Electronics, Inc., and was responsible for all legal functions for the multibillion-dollar electronics company in the U.S. and Central and South America. Michael 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.
After serving as a highly respected General Counsel, and also thinking about your peers, what do you think differentiates top GCs from the others?
My observation is that top performing General Counsels do not work from their Inbox. If you do so, you are working on other people’s priorities. A good GC makes sure that their team works from the Outbox by setting and maintaining the company’s priorities. I don’t advise you to ignore or disregard emails from the CEO or Board, but you must maintain your organization’s priorities and keep that orientation front and center. Top GCs also make a differentiation between their “job” and their “purpose.” A GC’s “job” is to deliver timely and accurate legal advice and guidance in a cost effective, proactive manner, so the business unit can accomplish its objectives. However, their “purpose” extends beyond that – and is to build a sustainable business for the future. General Counsel who understand the difference between the two succeed as true strategic business partners.
In aspiring to be top legal leaders, what do you see as the important areas for development for most General Counsels?
It’s certainly vital for a General Counsel to develop a solid level of financial acumen. An understanding of your company’s financial goals, the drivers behind profits and expenses, how to save and make money, and the ability to analyze key performance indicators are essential to engaging in high-level business conversations. A top legal leader must also be capable of making effective presentations. I quickly realized when I first started in-house, that most business executives think and speak in terms of Excel, whereas lawyers think and speak in terms of Word. Where do they meet in the middle - PowerPoint of course! I learned, over 13 years as a General Counsel, that the executives and lawyers who communicated and presented crisply and concisely achieved the greatest success. As the old saying goes, when the client asks you what time it is, you don’t tell them how to build a clock.
What do you consider the best “words to live by” that you want General Counsels to know?
“You can be friendly, but you are not their friend.” It may sound cold, but that was the best piece of advice I was given when I took my first General Counsel job, and it was from an in-house lawyer client. He said, “Mike, just remember this: when it comes to your fellow senior executives, you can be friendly, but you are not their friend.” As he explained, and I later personally experienced, one day the CEO or the Board will tell you to investigate a certain colleague, or that you must terminate an SVP or EVP for wrongdoing. If you have to conduct the investigation or deliver the message, it makes it much tougher – for everyone involved – if that person is your friend. The same advice applies to your department and the employees that you manage. As a Marine Officer, I was taught from day one to know my people and to look out for their welfare, but fraternization was not permitted. When I became a GC, one of my first items of business was to get to know my employees and their needs. I was friendly but did not become anyone’s friend. I knew that at some point I might need to let people go due to downsizing, and I did not want anyone in the department to think that I was playing favorites with my “friends” or engaging in cronyism when making the decision. Downsizing is tough enough; there is no reason to make it more difficult on yourself.
What do you wish you knew early in your in-house role?
Moving from the position of Senior Partner in a law firm to the role of General Counsel, I realized very quickly that I had no peers in the company. The law firm environment afforded me the opportunity to share information, bounce ideas, and get advice from my colleagues whenever I needed to, as it was pretty much an equal playing field. The hierarchy of a corporation, from C-Suite and Board to subordinates, does not readily lend itself to peer group discussion and debate. In fact, the only other licensed professional in this mix is the CFO and that interaction is limited to certain subject matter. The lack of having professional colleagues to talk to definitely made it lonely at the top, but membership in organizations such as the ACC and RILA allowed me to network with other GCs.
What are you passionate about?
I’m passionate about playing golf! You gain immediate feedback on your performance and there is no filter. You can’t put the blame for your game on anyone but yourself.
In your role as a BarkerGilmore advisor, where do you see yourself adding the biggest value to General Counsels?
The biggest value that I bring as a Senior Advisor is my ability to share my experiences, lessons learned, and judgment in a variety of situations that General Counsel may not face every day. During the time I was General Counsel, serving at two major global companies, I handled or experienced four data breaches, an activist shareholder campaign, an attempted multi-billion-dollar global acquisition, CEO succession, onboarding new Directors, high level internal and FCPA investigations and global product recalls, as well as several rounds of downsizing. I look forward to sharing this hard-won knowledge with GCs who are currently facing these issues and many others.
Legal and Compliance Advising from BarkerGilmore
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