Alumni Discuss Life as General Counsel

October 30, 2006

Virginia's strong business law curriculum has yielded many alumni who have pursued jobs as general counsels, and several returned to the Law School Oct. 19 to discuss their experiences and offer advice to students. Moderated by Professor Earl Dudley, the panel included Sharon Owlett '75, general counsel and former general counsel and director of PEC Solutions; Byron Marchant '87, general counsel and chief administrative officer of Black Entertainment Television, Inc.; Jeff Ferguson '91, general counsel of The Carlyle Group; Tom Sidman '79, original general counsel of Nextel and now co-founder of Cyren Call. The event was sponsored by the Student Alumni Relations Committee, Virginia Law and Business Society, and the U.Va. Law School Foundation.

Jeff Ferguson
Jeff Ferguson '91

Tom Sidman

Tom Sidman '79

Sharon Owlett

Sharon Owlett '75

Byron Marchant

Byron Marchant '87

Ferguson began his career at a large firm as a tax lawyer. He was assigned as a young associate to work with a new start-up company called The Carlyle Group. Ferguson quickly joined the Carlyle team as its in-house counsel and now manages a staff of 18 in-house attorneys. "My practice scans all sorts of areas of law in the U.S., ranging from antitrust to patent and trademark protection," he said. "Merger and acquisition activity is really what I do mostly--cross-border M&A transactions. But in any area of law in the U.S. in 14 or 18 different countries or so is essentially what I do. I get to travel a great deal and it is far more exciting than working in a law firm ever promised to be from my perspective."

Sidman took a more circuitous route and has experience working in a firm and as an insider. "It really is like night and day…being on the outside counseling people and being on the inside. You get to see the contrast because the things you do, you just absorb by virtue of being within the four walls," he said. "When you're in-house you get a lot more of the view of everything, which is the good part."

There are fundamental differences between firm lawyers and in-house lawyers, Sidman explained. Firm lawyers have more resources at their disposal in terms of subject area expertise and administrative help. For example, at a firm he could have staff type a paper delivered at night and it would be ready for him the next morning. In-house counsel do not have those luxuries. Firm lawyers are considered revenue generators while in-house counsel are cost centers. "And let me tell you, there's no respect you get internally at a corporation when saying 'that's right I don't raise revenue-I help you get rid of it.' It's a challenge, it's a different experience, but you learn a whole new set of skills, you learn a whole new different perspective and you can basically get a lot of value just out of being in the space and being part of the team," he added.

"I never worked in a firm," said Owlett. "I started in politics and journalism and somehow ended up in business, which was a slight detour. But the thing that I like most about corporate practice [is] you have a personal stake in what you do everyday." In-house counsel make decisions on a daily basis that affect the bottom line and image of the company, she said. Their advice to their company has a direct impact on their livelihoods. "I think its one of the best jobs an attorney can have. It really is and it changes daily, it's very exciting," she added.

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In addition to providing legal guidance, in-house counsel have the opportunity to wear many hats within the company. Marchant described other administrative and managerial roles he has taken on as an inside attorney. "I can give you the formal explanation of what general counsel does and I can give you what really goes on. Yesterday is a good example of what really goes on." Marchant spent the day in Atlanta briefing the mayor, police, and emergency responders about what it takes to host Black Entertainment Television's hip-hop awards show in the city. "Your life melds into the business and you end up rendering essentially business judgments, ethical judgments, corporate governance judgments, as it relates to your fiduciary responsibilities to the corporation," he said.

It light of recent corporate scandals, the panelist shared their thoughts from the perspective of general counsel. Compromising the ethics and integrity of the company puts individuals in the position of compromising themselves and their professional reputation, Marchant explained. When put in a sticky situation, "my personal belief is that you're better off resigning than being compromised in that way," he said.

"Maybe I'm old school, but I think there are dishonest people and they do dishonest things. You have bad CEOs, you have bad CFOs, you have bad priests, you have bad doctors, you probably have bad garbage men too … but in any event to presume that corporations have an overwhelming desire to do things that are either illegitimate or do legitimate things in illegal ways is totally foreign to my experience," Sidman added.

The panelists suggested there were many ways to become general counsel. "The most valuable hires on my staff come from people who have been outside first, particularly people who have been outside both in law firms and the government," Sidman said. Ferguson also tends to hire people from large law firms with significant experience in a particular subject area because of the nature of his business.

Some businesses hire recent law school graduates, Owlett interjected. "What they lack in expertise they make up for in enthusiasm," she said. But hiring a recent graduate requires good timing because young lawyers tend to need mentoring and the right kind of project. Because in-house lawyers often become generalists, it can be difficult, she added, to hire firm lawyers in-house because they may be reluctant to try new areas or may be afraid of losing their expertise or skills in a specific area.

Because of the generalization of skills and expertise that happens to a lawyer who becomes in-house counsel, "your legal training is more important than your subject-matter expertise." Ferguson said. "You have to have a fair amount of time in a big law firm working only with lawyers on how a transaction is consummated. That is key experience."

In-house counsel often have the opportunity to work with outside attorneys, Owlett explained. In situations where an in-house counsel is not up-to-date or does not have the depth of knowledge about a subject area, they will work with a firm to resolve legal issues. It is very important to establish a good working relationship with outside attorneys so that both parties benefit from the exposure, she said.

The panelists agreed that it is important for people who are considering a career in-house to know a great deal about business and specifically the business of the company they want to work for. Being able to read a financial statement or basic accounting practices is invaluable and necessary. "You need to really appreciate the business that your employer does, you need to understand it, you need to be interested in it. You have to have a good sense of curiosity because…you need to get out there and talk to people," Owlett said.

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