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The search for a general counsel can be difficult. Many companies may go months without appointing a top lawyer after one leaves.

"In my experience, when a general counsel leaves and there is not a succession plan in place and the company needs to conduct a search, there is usually an announcement that someone will be stepping in during the interim," Dimitri Mastrocola, a partner at Major Lindsey & Africa, said in an interview.

Mastrocola said a company should name a successor as soon as possible because investors know how important the general counsel/chief legal officer is to business strategy.

"I think most public companies recognize the marketplace would take a dim view of a gap in leadership," Mastrocola said.

Oftentimes it takes months to find a permanent general counsel. If there's no succession plan in place, companies may find a contracted replacement who will be in the running for the final job.

"The person on the contract is, in most cases, going to be a candidate for the permanent job," Mastrocola said.

How do you think the lack of a clear general counsel or chief legal officer impacts investors' view of a company? Let me know by emailing me at [email protected].

What's Happening

Looming Threats

The rapid changes in technology across the globe present national security challenges, according to Glenn Gerstell, the general counsel of the U.S. National Security Agency. Gerstell, who will be stepping down from his role later this year, detailed in a speech at an American Bar Association event what he thinks will be the upcoming threats to national security.

● China. The Chinese government has leveraged intellectual property theft from American businesses to "rapidly rise to threaten not only our economic hegemony but also, at least in certain places around the globe, our military position."

● Advancements in Tech. Global attacks will worsen as technology such as 5G and artificial intelligence expands. He said with the advancements in technology, the private sector will have more personal data than any government. "As the private sector assumes more responsibility, the public interest will require greater burdens and scrutiny placed on that sector's ability to perform, with restrictions on everything from data management to foreign supply chains."

● Foreign Influence on Campaigns. Gerstell said because of the widespread availability of the internet foreign actors can more easily spread misinformation. "Anonymity is the gateway drug to cyber maliciousness. But the rights to privacy, anonymity and unfettered speech can clash with the need to keep our society safe, and our nation will have to attain the right balance, reflecting our core values."

Assistant Corporate Secretary

When an attorney is appointed general counsel or chief legal officer, they are also often made the company's corporate secretary. Many times, an attorney in that position will have corporate experience and will slide into the role easily. However, attorneys who come from different legal backgrounds will often appoint someone in the legal department to do most of the secretarial work under the title assistant corporate secretary, experts said.

"Oftentimes it is a securities attorney [in-house] doing the work," Mike Evers, founder of Evers Legal, an in-house search firm in Chicago, said. "The minutia and back-office work is almost never done by the general counsel."

Or for even smaller companies with smaller legal departments, the general counsel will often dictate a lot of that work to outside counsel.

Becoming a corporate secretary takes a certain skill, John Gilmore, the Rochester, New York-based co-founder of the legal search firm BarkerGilmore, said in an interview.

"Even something as simple as taking minutes [during board meetings] is not as trivial as it seems," Gilmore said. "Over time a newly appointed general counsel sitting in enough board meetings will get the hang of it."

In many cases, companies are now looking for attorneys to serve solely as corporate secretaries and general counsel are OK with that, Gilmore said.

"I would say more general counsel are comfortable with having someone else take up the [corporate secretary] title," Gilmore said.

What I've Been Reading

Jeffrey Hunt was considering law school after getting his bachelor's degree when a Navy recruiter asked if he ever wanted to fly jet fighters, according to a profile story in the Dallas Business Journal. Hunt chose to delay law school and become a fighter pilot in the U.S. Navy. Hunt is now senior counsel at the military contractor Raytheon. In his time at Raytheon, he has handled military contracts worth hundreds of millions of dollars.

The founder of Google Ventures, Bill Maris, told Axios in a statement that he was pleased to see that David Drummond is stepping down from his role as Alphabet Inc.'s chief legal officer. Drummond is stepping down following a sexual misconduct probe. "David Drummond is the reason I left Google. I simply could not work with him any longer. It's that simple. We have very, very different ideas about how to treat people, and this was a long time coming," Maris said.

When it comes to climate change and finding ways for companies to leave a minimal impact on the environment, GCs need to have a seat at the table, Veta Richardson, president of the Association of Corporate Counsel, wrote in Ethisphere Magazine. She said every department has a role to play but legal should be coordinating those tasks.

Don't Miss

Tuesday, Feb. 4, 2020 to Thursday, Feb. 6, 2020 – Law.com will be hosting the annual Legal Week conference at the New York Hilton Midtown. The featured keynote speakers this year include former deputy attorney general Rod Rosenstein and Bettina Warburg, co-founder and managing partner of Warburg Serres Investments.

Friday, February 21 – The Villanova University Charles Widger School of Law will be hosting the Sixth Annual Fashion Law Symposium. Speakers will include Maryann Lawrence, associate general counsel at Chanel Inc., Shane St. Hill, associate general counsel at Rent the Runway, and Gail Wheeler, general counsel at Hermes of Paris Inc.

Thursday, March 5 – Corporate Counsel Business Journal will be hosting a Legal Operations Executive Forum at the Tarrytown House Estate in Tarrytown, New York. Speakers will include Andrea Colby, former IP counsel at Johnson & Johnson; Darren Guy, AIG global head of legal operations; and Brian Liss, senior vice president and deputy general counsel at Leidos.

On The Move

✦ Toll Brothers ✦ John McDonald will be leaving his role at the home building company to return to Cozen O'Connor. McDonald will be working as a shareholder in the firm's Philadelphia office.

✦ Coty ✦ Kristen Blazewicz has been named the new chief legal officer and general counsel of one of the world's largest beauty products companies. She will begin her role on March 15, according to the company. Blazewicz previously served as corporate counsel for Keurig Dr. Pepper Inc.

✦ Michigan State ✦ Paulette Granberry Russell, who was a key in-house attorney during the Larry Nassar sexual abuse scandal, has moved from her role as a senior adviser to be the school's president for diversity and director of the Office for Inclusion and Intercultural Initiatives.