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SVP and General Counsel
L-3 Communications Integrated Interviewed by Jeremy Kernodle1
Q: I thought we would start with you giving us an overview of what you have done since you left the firm and where you are now and in what position.
When I first left Haynes and Boone, I went to work for Caterpillar in Peoria, Ill. for three years. I served as the attorney on all government-contract-related matters and represented clients in two main divisions, the Defense and Federal Products and Technology and Solutions Divisions. In addition to traditional government contracts matters, I also represented clients in their technology and solutions division doing government research grants, cooperative research agreements, and similar matters.
In 2009, I accepted an offer to serve as L-3’s division counsel for their platform integration division in Waco, Texas. During that time, I handled litigation and employment matters, in addition to typical government contract type matters.
After a year in that role, I was promoted to the Group General Counsel for the entire integrated systems group. Our group has responsibilities for nine different divisions. I have 10 attorneys that report to me through a dotted line relationship at each of the divisions, but I have ultimate responsibility for all legal matters within the group. Q: Great. And so now that you have been in-house and in a general counsel role for a good while, what do you think, from your perspective, makes a successful general counsel?
Successful counsel are good at listening to the business and approaching the position with a business frame of mind. Very rarely do I have to tell somebody, “No, you can’t do that, absolutely not.” Most of the time I am spotting the central issues or recognizing where there might be pitfalls, and advising on the best way of moving the business forward.
There are instances where we might have grounds for a valid dispute, for example, and I might advise that a claim or litigation is appropriate. But my primary goal is to promote the business and not just to promote a purely legal strategy. Q: How did your time at the firm help you in your roles as in-house counsel and now as general counsel?
It helped a lot. It certainly developed my skills in the government contract litigation area, which in turn gave me the expertise and knowledge to prepare claims and bid protests, and to apply that on the inside.
I think there are a lot of other skills that I acquired - especially how to write well and be persuasive. As a young lawyer at the firm, I was writing memos on specific issues, excerpts of briefs, and always learning to be persuasive, succinct and effective. Those skills are very important to me now because I have to communicate with my group president and other senior executives on a daily basis. My advice and views need to be easy to understand and they must address their issues and concerns. I think that I definitely learned how to do that early on at the firm. Q: I have one last question. Well two questions. Were there any big surprises when you got in-house or when you got into your current position that you wouldn’t have known, just were a surprise based on your experience from being in a law firm? A:
I don’t know if surprise is the right word. A couple of things: one, when I was at Haynes and Boone, I was in the litigation section and when I joined Caterpillar, I was in much more of a commercial type role. So, I had to learn how to draft contracts, etc. and that was a new thing for me. I never had done that before. That was a learning process.
But, two, I think the biggest difference for me, between being in a law firm and in-house, is that I now have to constantly strike the balance between a legal decision and business decision. As in-house counsel, issues are not black and white. I can advise on the risks of a particular strategy or the particular way that the company wants to move forward, but ultimately it becomes a business decision that calculates which risks are worth taking. It’s a more nuanced approach and that’s what I would say is the biggest difference.
For a printable copy of this interview, click here.
1 Jeremy Kernodle is a partner in the Dallas, TX office of Haynes and Boone, LLP. His practice focuses on government litigation and appeals. He can be reached at firstname.lastname@example.org or 214.651.5159.