Senior Advisors Helen Pudlin, Maureen Brundage, and Noah Hanft share their experience and advice on how to reframe a “no” message into options and recommendations to mitigate legal risk while adding value as a problem solver and trusted counselor.
Below are highlights from the webinar. To learn more, the video recording, slide presentation, and podcast are available on this page.
“As you are all very much aware, we're in a period of unprecedented upheaval and we're dealing with the constraints and uncertainties of social distancing and remote learning and working. These times make communication with CEOs and other business leaders all the more challenging. Today it's more important than ever to be an effective communicator, risk manager, and business partner.”
— Helen Pudlin
“My mind was always that the role of GC was to try to help the business get to “yes” — thinking outside the box to come up with possible alternatives to reduce the risk really was critical.”
— Maureen Brundage
CEOs and other business leaders want their General Counsel and inside lawyers to be problem solvers. They don't want them to be obstacles to accomplishing business objectives. However, inside lawyers are sometimes criticized for too often saying that a proposed business action can't be done because it violates the law or creates too much legal risk. To avoid being criticized, there are clear-cut steps you can take:
“As General Counsel, I took a lot of pride in my lawyers being recognized as creative business contributors, but we also discussed many times that there's a way to offer an opinion … Certainly, being recognized as a creative business contributor is important, but so is your style of communication. I coached my attorneys to avoid being directive when offering an opinion. For example, I advised them not to say, “here’s how you should do it,” but instead “let me suggest another approach for your consideration.” This technique makes it clear that you are not the decision maker; you are presenting your perspective.”
— Noah Hanft
If you think there are significant legal risks that the CEO or other business leaders need to be aware of, here are some tips for effectively being heard.
Views vary on this issue with some General Counsel believing that serious risks should always be raised in writing and others having precisely the opposite opinion. Consider the following:
“In a few instances, if a cogent memo on an important, complicated issue calls for a discussion not only of risks, but an analysis of options and recommendations, then writing could be appropriate..”
— Noah Hanft
There are clearly times when “no” is the only answer. When what’s proposed is illegal - such as paying a bribe which is an FCPA violation, committing fraud like fixing the numbers to make guidance, or not abiding by U.S. economic sanctions laws and regulations - “no” is not negotiable. Interestingly, when you say “no” you often won’t get pushback because it’s almost as if your business colleagues are testing you. They knew the answer would be “no,” but they wanted to see if you were paying attention.
“If you do get pushback, it’s helpful to point out what has happened to other companies in similar situations. The adage, “never let a good crisis go to waste,” definitely is true.”
— Maureen Brundage
Sharing information about other companies getting into trouble or about legal proceedings and the consequences, whether it’s fines or reputational damage, often resonates with business leaders. Reminding others about your company’s code of business conduct is also helpful. If these efforts fail, you can escalate the issue to the CEO and the Board.
This is generally a good practice, and it may be especially helpful at times when a business leader or a CEO doesn't fully appreciate or accept the risk, options, or recommendations that you are presenting to them.
“It is usually better to deal with the decision maker one on one before the meeting or even after the meeting so they don't feel embarrassed or challenged or dig in at a group meeting, and you don't get into group-think on just siding with the business leader and not being able to get your business point through.”
— Helen Pudlin
Helen Pudlin, Maureen Brundage, Noah Hanft, and our team of professionals are happy to help accelerate the initiatives that you're already pursuing or to supplement your current strategic thinking to help you realize your vision. Please reach out if you or your organization may benefit from our recruiting, coaching, or advising services.