Jack H. (Nick) Mccall
Tennessee Valley Authority
When it comes to the themes of lawyers’ relationships with corporate clients and in-house counsel vis-à-vis outside counsel dynamics, one of the most popular sources remains an article titled “The Reebok Rules.” Published in the spring 1992 issue of The Docket magazine of the Association for Corporate Counsel, the rules were crafted by the general counsel of the Reebok shoe company, John B. Douglas, III. Although now over twenty-five years old, it may be worth taking a fresh look at the “Reebok Rules.”
Douglas started his rules after noting early in his tenure that Reebok’s CEO took time to make the morning coffee and help clear away dirty dishes after a board luncheon. From this, Jack derived the leadership lesson that the little things matter, and that an important message is sent to any organization when its leaders are willing to “get their hands dirty”–quite literally, in this case–to perform seemingly humble tasks.
Douglas’ rules are obviously highly personalized and are generally aimed more towards an in-house legal audience. Nevertheless, many lawyers in various practice spheres have found them thought-provoking. Hence, the “Reebok Rules” may be worth revisiting some twenty-five years after they were minted.
1. Lawyers Should Attend All Key Business and Staff Meetings: Douglasrecalled that when hired by Reebok, he cared relatively little about his title or pay: what mattered most “was being in the middle of key business decisions at the company.” Having lawyers participate in meetings and consideration of key business decisions is obviously integral to providing the best legal and business advice, and such can help generate higher trust and confidence in the legal advisors’ advice. Jack advises lawyers to have the right attitude: “The goal is not to prove that the lawyers know more than the clients. The goal is to ensure legal and ethical behavior by encouraging managers to invite the lawyer back to the next meeting.”
2. Eliminate “No” From Your Vocabulary: Jack’s elaborate description is nuanced and worth quoting in full:
When a client walks into your office and begins talking about how he or she would like to engage in [an obviously illegal anti-trust conspiracy, for instance], there are at least two ways in which you can respond. First, you can say: “Oh, my God! NOOO! You can’t do that. If you do something like that, you’ll go to jail–that’s a ridiculous idea!” This approach has the advantage of laying your position out on the table quickly and succinctly, but has little else to speak for it. The second alternative is a bit more subtle: “Gosh, I think you’ve got a great idea to make more money for the company…but there are one or two things that perhaps we should discuss concerning your method of implementation and some legal implications.” By all means, proceed with the legal analysis, and straighten the deal out. Just start with a “yes,” not a “no.”
3. Legal Counsel are Business People–Hone and Use Your Business Judgment: Lawyers can develop a solid toolbox of broad-based, referential knowledge and business acumen that can be quite useful to the client in a way that often exceeds the more narrow legal advice. When we do not share in addressing the wider angles, we do our client—and ourselves–a big disservice. Per Douglas: “Operate with a broad field of vision. Don’t limit yourself. [However, the] corollary of this rule is to make sure you still give good legal advice; if you don’t do so, no one will.”
4. Return Phone Calls Promptly: One of the single largest recurring complaints made to the Tennessee Board of Professional Responsibility concerns failures to return calls and communicate on an adequate and timely basis with clients. If such is true for law firm lawyers working with multiple clients, it can also be true for in-house counselors in their internal dealings with corporate hierarchies, even if the in-house lawyer has but one corporate client.
5. Learn about Problems Early: To quote an old expression: “Bad news never gets better with age.” As Douglas noted: “It is much easier to convince a client to revise a proposal in its incipient phase than it is to curb it once it has begun to gather momentum or supporters who develop a personal investment in its success.”
6. Get to Know Your Clients as People: There’s simply no better way to build trust and increase effectiveness of communications—as well as to better anticipate many needs and goals–than getting to know your clients and attending their trade shows, weekly meetings, and even social events. Sometimes, even asking them out for an informal coffee break can work magic in “breaking the ice.”
7. Learn the Business: To my thinking, this is Rule One for any lawyer serving a client: we will simply be unable to maximize our advice, acumen and legal skills if we do not get to understand the relevant business aspects and context affecting the client’s existence.
8. Try Spending a Portion of Your Day Wandering the Halls: “Arrange some time to simply run into people. [S]ome of my most productive time at Reebok has come from hallway meetings that have been completely unplanned on my part or on the part of my clients.” From my own experiences, I could not agree more. It is simply amazing, the kinds of things a roving lawyer can learn on the fly by walking around. Plus, walking the halls and periodically visiting the executive C-suite greatly helps to improve client “face time” and better enables the lawyer to get recognized and identified as an optimal on-the-spot problem solver.
9. Avoid Memos: Communicate Orally: Douglas described formal legal papers and memos as “a cool method of communication [that] don’t allow the give and take that can occur in an oral exchange. Avoid memos unless written memorialization is absolutely essential to avoid miscommunication or because of scheduling conflicts.” (Needless to say, in the days of electronic discovery, this applies equally as strongly to e-mail: while e-mail has evolved into a necessity, it is one of the most overused–and most dangerous–forms of modern business communications in my opinion.) Within reason, make phone calls or hold face-to-face meetings instead of overly relying on the documentary side of our business. “In this way, you will establish yourself as their lawyer, and not just another office bureaucrat,” Jack concluded.
10. Integrity is Crucial: This point should be readily clear enough to all legal professionals; enough said.
11. Make the Coffee: As noted at the outset, one of the things that impressed Jack the most—and which led to his rules–was finding the CEO “making the morning brew in the coffee room during my first week on the job. It certainly delivered a message to me – and, I’m sure, to other employees–that no job is too unimportant.” Not to mention, an action as simple as the boss’ making the coffee—or in this day and age, refilling the Keurig machine–can help display a sense of appropriate leadership humility and servant-leadership in a very literalistic sense.
12. Be a Problem Solver: Whether the problem is purely legal or more of a business-judgment decision, Jack counsels legal counsel to “help the client solve the problem, even if it requires your help or action outside of the traditional ‘limits’ of legal advice.” (Otherwise, the failure to counsel might erroneously convince the client that self-help is the way to go.)
13. Stay Focused on What’s Really Important: Jack’s explanation of this rule is worth quoting:
I remember being in a meeting at a large, prestigious Boston law firm….We were discussing our strategic plan for the transaction and other details when someone suggested that, “of course, we would need to get a fairness opinion.” [The CEO] asked about the nature of a fairness opinion and what it would cost. One of the senior partners at the firm said, “Well, fairness opinions generally run less than one percent of the deal, so it wouldn’t be that much…probably about $400,000.” [The CEO] leaned forward: “Oooohhhhhh, Wait a minute–do you realize what you just said? Does your mother know you talk like this? You just spent $400,000 as if it was nothing.” This senior partner turned as bright a shade of red as I’ve ever seen.
[The Lesson:] Four hundred thousand dollars is a lot of money at any time.
14. Be a General Practitioner: Douglaslikened his role to that of the medical profession’s general practitioner: “If I can perform some specialty functions–fine, but my most important job is to make sure that [the client] gets the legal services it needs, when it needs them, and at the most reasonable cost.”
15. Do “The Legal Thing”: Jack’s marching orders from Reebok’s CEO were broad: simply “to do The Legal Thing – whatever that might be. What a powerful job description! The freedom that directive gives me in addressing the problems of the company is enormous.” Douglas encouraged allowing others in law departments to “create and fulfill their own goals” to the greatest degree possible.
Thus, by this thinking, one of the enlightened senior lawyer-leader’s roles should be to help her or his lawyers and paralegals achieve their own career goals by “helping to eliminate external or internal obstacles that are inhibiting them from achieving what they want to achieve.” (One might call this the “Be All You Can Be” school of lawyer career development.)
16. Be Available: An open door policy and accessibility “24/7”—not actually working all those hours, but being available—helps solidify many of the matters cited in Douglas’ rules. Let’s face it: modern technology, for better or worse, has enabled this to become a real way of life for so many of us, with fewer practical impediments.
17. Legal Work & the Bell Curve–Not Every Job Requires an “A” Effort: This is perhaps a very hard thing to grasp for many of us who make the transition from law firm to in-house life and perhaps, for law firm lawyers to appreciate as a key parameter affecting in-house counterparts. This tension is perhaps understandable in part based on many firms’ billable-hour and risk-management dynamics, on one hand, and the need to maximize efficiency and just “get the job done,” on the other hand. Per Douglas: “If you micro-analyze every project and treat the resulting opinion as a law review article, you are not allocating your time to its best use. If you fail to prioritize your workload, you will [be unable] to respond appropriately to the important projects, and you may find yourself missing the forest for the trees.”
Simply stated: for many of us, there are indeed times when the quest for “the best” is the enemy of the good.
18. Avoid Titles: Jack opined, “[T]itles are unnecessary and probably promote more ill-will than good. At Reebok, we have no titles… [thus,] we avoid competition and complaints, and we promote teamwork and solidarity.”
19. Be Proactive: Educate Your Client Groups: “At Reebok, we hold regular educational programs” in various areas of law, Jack commented. “Your company [or law firm] might require different programs, but they surely require some education, perhaps in antitrust issues, officer and director liabilities, environmental concerns, etc.”
20. Move Routine Work Outside the Department: By standardization of forms and making various tasks routine, Reebok’s legal staff was able to achieve a high degree of efficiency without engaging in “empire-building”:
We first move this [routine] work to a paralegal. We then move the paralegal to the business department where that person functions as a manager of contracts. This is good for the individual and for the legal function and the business department…. By routinizing functions and moving people into the business departments that house their workload, we keep the legal function more focused on areas truly requiring our expertise. Our goal is to get the job done in the best possible manner, not to create the largest department.
21. Be Enthusiastic: “Nothing gets you ‘invited in’ and ‘invited back’ quite as well as plain old enthusiasm,” Jack noted.
22. Give Answers, and Get to the Point: Few things annoy a busy and stressed-out client more than receiving a technical, highly detailed analysis of a problem that provides no clear answer or path-forward. (Professor Pat Hardin, my Legal Process instructor at UT Law, might have flunked me for omitting the conclusion and answer from the “Issue/Rule/Analysis/Conclusion” legal memorandum format.) Jack’s advice: “Always make a recommendation or provide requested information and be clear about it. Your client may disagree and that’s ok, but make sure you answer the question.”
As noted in Rule # 5 above, bad news is not like fine wine or cheese: it does not get better with age. Deal with bad news quickly, responsibly and decisively, and have as many of the answers available as practicable when you deliver the news.
23. Hire People Better Than You Are: This is a tough one for many of us, as following its precepts truly forces us to subsume our lawyerly egos and self-doubts, but it is ultimately a mark of true leadership. Jack states forcefully:
Always hire people whose intelligence and capabilities scare you because they might be better than you are. Then allow them to succeed. This is the sign of a good manager and you will flourish as a result…. A team made up of inferior people will drag you down. The high level of competence of my lawyers always makes me a little nervous, but my client benefits. [T]hat’s a better reflection on me than I could ever engender on my own.
The “Reebok Rules” are not necessarily something every lawyer will fully understand or agree with, but there are solid seeds of advice and wisdom in them.
*The opinions and viewpoints contained in the article are those of the author and are not to be imputed to his employer or the U.S. government. Portions of this were previously printed in the Knoxville Bar Association Corporate Counsel Section’s newsletter, The Consigliere.