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In-House counsel see increase in duties, responsibilities

Matthew Geekie has been an in-house corporate attorney long enough to remember simpler times.

“Going back 30 years ago, the general counsel was looked at more as a resource book,” said Geekie, senior vice president, secretary and general counsel at St. Louis-based Graybar.

“Business folks needed an answer. They got the lawyer out, they opened up the book, found the answer, closed the book, put the lawyer back on the shelf where the lawyer sat patiently until needed again.

“Today it is far different.”

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Matthew Geekie

Geekie knows that as well as anyone. In his present position, he plays a major role as a member of the board of directors for Graybar, a Fortune 500 components and equipment distributor with more than $6 billion in annual revenue. He also chairs the company’s Canadian subsidiary. Even the most enterprising attorney might have had trouble visualizing vocational possibilities of that magnitude when Geekie was attending Saint Louis University School of Law in the 1980s.

But Geekie’s career is indicative of just how much the jobs of general and in-house counsel have changed as they’ve been called upon to absorb an ever-increasing set of duties and responsibilities. For major corporations and institutions, in-house attorneys no longer are simple creators of legal boilerplate or backroom staffers who address the odd human resources or intellectual property query.

Today, they are full partners in the enterprise, holding central leadership positions and wielding decision-making roles on boards. They are expected to be as adept at the business side of the operation as they are with questions of law.

As Geekie points out, the legal function is well-situated at a nexus in the company that can provide a window on almost every part of the enterprise.

“The in-house legal position provides a very nice vantage point to see what’s going on, become involved and provide counsel and opinions that help further the company’s strategy as well as protect it from headwinds or pitfalls,” he said.

As chief legal and external affairs officer and corporate secretary for Schnuck Markets Inc., Mary Moorkamp is involved in everything from legal affairs to asset protection.

“More and more companies are giving their general counsels additional roles and responsibilities that maybe traditionally have been held by others on the executive team,” said Moorkamp, who has been with the St. Louis-based grocer for a decade and a half. “Typically, you would think compliance or legal. But [now] it is other core business functions like communications, government affairs, security, administrative, [human resources and] labor.”

For Moorkamp, that kind of expansion signifies recognition of someone who has proven to be a trusted leader and whose judgement can be relied upon.

“I say we are business people who also happen to wear a legal hat,” she said. “When you can understand what the drivers are for the business, you can speak that language. You can strategically deploy resources, and at the same time you can be the guardrails. That adds value.”

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Mary Moorkamp

Demanding workloads, faster pace

It also adds hours to the clock, which for in-house counsel can be an additional challenge.

“At times it leads to more work,” she said. “At times it is a reprioritization of the work you already have.”

Moorkamp notes that companies are doing “more with less” and that budgets are a concern as well.

“I think, more and more, we are treated like every other department which means there are cost drivers,” she said. “We have to control our costs. We have to be mindful of our outside spend. We have to make sure that we are productive and efficient providing fast turnaround and good service.”

For many companies in and outside of Missouri, It doesn’t take long to realize that hiring a law firm can mean major expense.

“I still use outside counsel,” Moorkamp said. “I still reach out to experts when it is not our expertise. But it is many, many times cheaper to do it in-house yourself.”

As a result, the job for many in-house attorneys has become far more demanding in recent years.

“The workload has gone up, I would say, tremendously,” Geekie said. “In the past it seemed like once or twice a year, maybe in the summer or perhaps December, things would become a little more slower-paced. That is not the case anymore at all. The pace is only accelerating, year over year, month over month, week over week.”

Mark Falkowski, vice president and general counsel at Columbia College, said he also finds the job of an in-house attorney to be more time-consuming these days.

“I think the demands are increasing, [and] the workload is increasing because of the shift of including them more in the management team while still having the same workload from the legal side,” he said.

Still, they and other in-house lawyers said they find the long hours to be worth it, given their increased influence on their businesses or organizations. Geekie said he finds the diversity of issues he deals with to be intellectually stimulating. Moorkamp said increased responsibilities are a reward for demonstrating capability and competence.

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Mark Falkowski

“I think it just adds so much to me that I’m able to make a contribution, and I’m not boxed in just because I happen to have a law degree,” she said.

As in business, the role of in-house counsel at institutions of higher education has expanded to effectively touch on all parts of the organization, Falkowski said. They, too, see less traditional legal work and more items from the operational side of the ledger — everything from risk management to business modeling, he said.

Is that a good or a bad thing?

“I guess it depends on your outlook,” Falkowski said. “I enjoy it. That’s one of the things that was appealing to me about being a general counsel in higher ed is that I was able to work in all of these different areas and build those professional relationships with different departments that can benefit the organization and the institution.”

That can mean reshuffling the deck on how things get done, he said. In contrast to the experience of other in-house attorneys, Falkowski said he believes companies and institutes now hire outside firms more often simply because the role of the general counsel has grown so substantially.

“It does create more limited time to do traditional legal work, in which case you probably need to rely more on outside counsel for that, or if you have a larger in-house staff, they can help as well,” he noted. “The less you are [exclusively] wearing the legal hat, the more you need to rely on outside counsel to help you.”

When to outsource?

Geekie said the key to time management is being able to change gears quickly.

“That demands good, clear communication, not only within the department but outside so that we’re all working together to execute on the strategy in the direction in which the company’s going,” he said.

When he arrived at Graybar a decade ago, Geekie said he initially did pare down the amount of outside counsel used. Still, he said there is an ebb and flow to how much external help is required.

“We partner up with a particular firm and try to stick with them,” he said. “The volume is increasing such that we may add on a few more firms or lawyers or leverage other departments in a law firm that we haven’t in the past.”

Patrick O’Leary, general counsel with the Bar Plan insurance provider, said he believes that increasing specialization in the law still requires companies and organizations to do a fair amount of outsourcing.

“I really feel like if you are a general counsel faced with a particular legal topic, if you don’t get at least some expertise from outside from someone who is really an expert in that area of the law, you may be doing yourself a disservice,” he said.

In-house counsel must be generalists, but their needs vary depending on the organization, he noted.

“As you get into larger in-house law departments where people can specialize, that may be a little bit different,” O’Leary said.

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Pat O’Leary

Bill Colby, who has been general counsel at Truman Medical Centers in Kansas City since 2009, said there’s always a balance to be struck between keeping matters in-house and referring them to an outside firm.

“When you’re inside, you’re a cost center. I’m not billing hours, I add no revenue to the hospital. So I want to be as efficient as possible,” he said. “On the other hand, I think our business people know the importance of having high-quality legal advice.”

The main rule of thumb to determine when to get outside help is “when you can’t figure the issue out yourself,” Colby said.

“That’s what the best outside counsel do, to me: Give you comfort that you’re heading in the right direction,” he said.

Subjects that do tend to be sent to outside counsel, he said, include specialized areas such as bond financing or tax-credit issues. Colby said Truman sends all of its billing matters to outside counsel, given the complexity of the federal laws on that subject. He, too, said regular communication and having an ongoing relationship with outside counsel are critical to keep costs in check.

Despite the far-greater responsibilities and workload for the contemporary in-house counsel, Falkowski said he believes the evolution of the role has been for the better.

“It is a more collaborative approach,” he said. “I think there is value to be added when you get to work on these different areas repeatedly with the same departments within the organization as in-house counsel. You are not just coming in cold, working on one thing in a silo. You kind of develop a relationship. You know what works, what doesn’t work, how they communicate, and it really adds value that way.”

Graybar’s Geekie puts it even more directly.

“When I graduated from law school, the in-house role was not necessarily viewed with admiration or a position in which someone wanted to spend their career, frankly,” he said.

“Now I think in-house legal positions are sought after.”

Missouri Lawyers Media Senior Reporter Scott Lauck contributed to this story.

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