Four accomplished lawyers reflect on their professional journeys from general counsel to corporate officer. These leaders share their views on what it takes to make a successful transition.
Growing into the complex role of corporate officer is not an ideal fit for every lawyer. Along with the increased compensation and added prestige that typically accompany the appointment, the elevation comes with additional responsibilities and a change of focus. For those attorneys who are named officers within their company’s legal function, their daily involvement with the law remains constant; but at the same time they are, suddenly a part of their organization’s leadership team, making quick decisions and reporting to those at the top. For those attorneys who make the move from the legal department to the business side of the company, their job description changes entirely: Not only must they understand how their company makes money and what its ongoing business concerns are, but they also play a more substantial role in making its business aspirations a reality part of the leadership team determining their organization’s next move, they play a part in making its business aspirations a reality.
In this article, four officers talk about how they navigated the professional jump from attorney to C-Suite executive, and share what others can do to get there too. They discuss the circumstances surrounding their respective appointments, as well as the challenges and satisfactions they have encountered in adjusting to their new jobs.
N. Cornell Boggs III was named chief responsibility and ethics officer for MillerCoors in July 2008.“Officers are appointed to become part of an organization’s leadership,and to work for the president or the CEO in helping to guide our company’s strategic compass,”declares Boggs.
N. Cornell Boggs III
“And when an attorney is appointed officer, usually it’s within a company’s legal department, but it’s not impossible for him or her to make the transition outside of legal and take on a very senior business role with their organization.”
In filling his relatively new position, Boggs moved outside the legal department and became responsible for ensuring that the Chicago-based beer giant “lives up to its commitment to respect consumers, community,and the planet,”as the company terms it on its Web site. To accomplish this none-too-simple task, he leads a multi-faceted group that deals head on with many aspects of external and community affairs, ethics and business conduct, and the company’s corporate social responsibility and sustainability apparatus.
“Part of MillerCoors’ operating plan is comprised of key drivers, for which my team and I are principally responsible,” explains Boggs. “We spend our time promoting the responsible enjoyment of beer; working to embed environmental sustainability through the operation; investing in the communities where we work and in which our products are sold; and modeling best practice in transparency and reporting to create a clear avenue for those who want to make an ethics complaint.”
While a legal background is helpful in his current position, Boggs notes that people without law degrees are doing his same job at other companies. “What’s most important is that you really like what you’re doing,” he advises. “If you like making Tootsie Rolls,then that’s what you should be doing. When you really have a heart for the fundamental core and underlying business of an organization,there is no limit to the possible business opportunities you may find there. And this includes being made an officer. One of the best compliments that a corporate attorney can receive is when his or her company’s president or CEO really feels that they are a good business partner who just so happens to be a lawyer.”
"What’s most important is that you really like what you’re doing. If you like making Tootsie Rolls, then that’s what you should be doing.” – N. Cornell Boggs III
Not long after Miller and Coors Brewing Company merged in 2007, its CEO asked Boggs to take on his current job as chief responsibility and ethics officer. “The process to bring together two huge beer companies was busy and sophisticated,”recounts Boggs. “When I was offered a new role in the joint venture, it was a challenge that I was eager to accept. It has been and continues to be a great experience.”
Prior to that, Boggs was chief legal officer and group vice president at Coors. “I’m interested in all aspects of the beer business. As chief legal officer at Coors, I was helping to build store displays in a Stockton [Cal.] grocery store,” he says. “I spent a day helping a delivery driver unload his truck. It’s important for an attorney to know his company beyond its legal function.
“Since my very first moment at law school at Valparaiso University in Indiana, I was lucky to have had very good mentors,” continues Boggs. “Probably my most important mentor was and still is today Richard Duesenberg, the now retired senior vice president and general counsel for Monsanto Corporation. For one week every year, he ran his company’s legal department on our [Valparaiso] campus. During the course of the day,he maintained an open door policy for curious students,and I took full advantage. Often, very good mentors inspire you to emulate them. That’s how it was for me.”
“As a partner at a firm, I found that being a part of the business side interested me just as much as legal matters,”explains Clarissa Cerda , secretary and general counsel of LifeLock, Inc., a leader in identity theft protection. “So when I joined my first company as a general counsel and executive officer, the transition was very natural I was simply following my interests and strengths.”
Clarissa Cerda
For other lawyers, the change can be more difficult. “When you’re an attorney at a firm, you don’t necessarily get involved at the decision stage of business issues,”notes Cerda.“You may know how to do a merger and acquisition transaction or litigate a case, but the big business decisions have been made before the legal matter gets to you. As a result, many lawyers at firms, unless they’re very senior, rarely get exposed to the inner workings of a corporation. You can’t just drop any partner from a large firm into a corporate officer position. It doesn’t always work.”
For internal and outside attorneys who aspire to one day become corporate officers, Cerda advises that knowing the law and legal solutions is not enough. They cannot simply review contracts and agreements in a purely legal context; instead, they must understand every legal matter in the bigger business context. Otherwise, they risk falling short of the mark as a corporate in-house attorney. Frequently,Cerda half-jokingly reminds her legal team that she has no use for lawyers who can only do legal theory in a bubble.adapted to industries that are cutting edge, and hypergrowth companies that are still morphing. In general, I believe, it is more difficult to come from an established manufacturing company, for example, with a slow and steady growth rate to a hyper-growth tech company than the other way around.”
"Moving from one industry to another is not impossible for an executive officer," comments Cerda. "LifeLock is my third GC position. The others—Initiate Systems and Open Port Technology—were bothin the software industry. There are always commonalitites, but for me, my skill sets are probably best adapted to industries that are cuttting edge, and hyper-growh companies that are still morphing. In general, I believe, it is more difficult to come from an established manufacturing company, for example, with a slow and steady growth rate to ahyper-growth tech company than the other way around."
Robbie Narcisse, Pitney Bowes Inc.’s vice president for global ethics and business practices since 2005, never sought out to be named an officer; instead, the job came looking for her. When her predecessor was in the process of retiring, Narcisse was identified by her then-boss, as well as by Pitney Bowes’ general counsel, as a potential successor, even though she had not formally applied for the job. When they approached Narcisse to learn if she had any interest in fulfilling the role, she had to think about it: “I knew it would be a departure from the everyday practice of law; I wasn’t sure if I wanted to leave that and move into a different area of the company.”
Robbie Narcisse
As it happened, Narcisse accepted the position, which she describes as “not strictly business, but somewhere between law and business,” and has since remained a part of the Connecticut-based company’s legal function to a great extent. “There is enough legal involved in what I do each day to keep me very much on my game in terms of what the law requires, new laws coming out,and how the law is applied in our business. The business side of my job requires me to apply those laws in a very practical way.”
As head of the global ethics and business practices, Narcisse is responsible for the company’s day-to-day ethics and compliance program. She and her team work to ensure that employees understand what is required of them with regard to Pitney Bowes’ policy, values, and practices. Although Narcisse reports up through the legal department, her work is separate from the attorney division.
Prior to her appointment as an officer, Narcisse was a deputy general counsel for the $6 billion global provider of integrated mail and document management solutions. That position allowed her to become very familiar with company’s business practices by working with each of its business units in some capacity on legal matters. According to Narcisse, that experience,along with her ability to communicate and partner with management in resolving multi-faceted issues, made her a particularly good fit for her current position.
“When I first joined Pitney Bowes in 1989, an attorney crossing over to become a business officer was unheard of," recalls Narcisse. “However, my general counsel at the time succeeded up the ranks of our company to become CEO and proved that it could be done. He took the bull by the horns and made his way. Since that time, I’ve noticed that more attorneys are seeking out business-side experience, either by going directly to work in a business unit or a different corporate function that allows them to take on more business roles.”
Were she to begin her career over again, the Arizona native and Berkeley Law grad says she would do things exactly the same way. “As deputy general counsel, I was very content,” she explains. “My ambition was focused on taking the next step in the legal path. However, for those young attorneys hoping to one day become corporate officers, I’d suggest they focus on the preparation. Gauge how their own skill set measures up with the skill set required to be an officer. Talk to officers at various levels within the company, and actively seek out mentors. Mentors are an enormous help.”
Wendell Chambliss was named Freddie Mac’s vice president and deputy general counsel for mission and anti-predatory lending in December 2007 (he first joined Freddie Mac in 1999). Since his promotion, Chambliss’duties have remained within the legal function (he is responsible for providing legal and regulatory advice regarding Freddie Mac’s statutory Charter and affordable housing goal regulations as well as managing the coordination of the company’s anti-predatory lending efforts), but as an officer he is now more involved in the management of the legal division, as well as being an active participant in senior management committee meetings and decision-making.
Wendell Chambliss
“What I do now goes beyond the typical provision of legal advice,” notes Chambliss. “It goes more to helping to develop and create an overall strategy, one that contains legal components. When you’re named an officer, you become not only a lawyer, but also a counselor within a corporation where you’re providing both legal and prudential advice.”
About making the jump, “primarily the biggest change that occurs when you receive an appointment like VP is the heightened degree of accountability and responsibility,” he explains. “In my prior job, the subject matter was very similar, but I reported to a VP; even though I was delegated authority in some instances,every final decision had to be made by an officer. Now I’m the decision maker on any number of issues that crop up throughout the day.”
As expected, the transition to officer is not free of challenge. “You’ve got to run a little faster than you did prior to the appointment, and you need to develop a better way in which to make legal/business-oriented judgments based on information that isn’t always as comprehensive as you might like,” explains Chambliss.“You’re now having greater and more intense interaction with the next level up than you were having before, so you need to develop relationships and find common ground with your new officer counterparts and company leaders.
“It’s my belief that the most significant set of skills you need as an officer is the ability to work with people,” he continues. “It’s important at all levels, but it’s vital when you’re an officer. Nothing is more important than building trust and understanding with your team.For any young attorney who sees him or herself as an officer on the horizon, they need to develop substantive skills, but can’t forget to hone their people skills too.”
Chambliss’ twenty years of legal experience include ten years on Capitol Hill, working in both the U.S. Senate and the House of Representatives as legislative counsel and legislative director to members of the Alabama Delegation. He credits his experience there with preparing him to be an officer at Freddie Mac. “The Hill made me a nimble thinker. When you’re a staffer, you need to be able to learn a lot in a short time, to remove the surrounding noise, and concentrate on the matter at hand,”notes Chambliss. “That’s been very helpful to me in the current climate of change at Freddie Mac,and it was helpful when I first came on board here. The work was very new to me, so I had a lot to catch up on quickly.”
He continues, “When you’re an attorney in the legal department—and even more so when you’re an officer—it is important to be able to convey your views and messages clearly, crisply, and concisely. By watching members of Congress, speechwriters, and press secretaries from a close proximity, I focused on the use of words to obtain a specific objective, and became an effective communicator. Working for politicians teaches you to talk and interact with folks from all stations in life. That experience has been invaluable to me as an officer.”
The journeys taken by these outstanding attorneys and gifted corporate executives are a testament to individual success. But they also illustrate a widening of opportunity for minorities and women to become officers within their corporate legal departments, as well as an increased chance for corporate attorneys in general to bridge the divide from legal to business trends long in coming, but very welcome nonetheless. DB
Patrick Folliard is a freelance writer based in Silver Spring, Md.
From the Sepetember/October 2009 issue of Diversity & The Bar®