If there's one general counsel who has earned the right to call himself a veteran of the in-house bar, it's Marschall Smith.

After graduating from Princeton in 1966, Smith joined the U.S. Marine Corp. and six months later was shipped out to Vietnam. After one tour of duty there, he returned stateside and enrolled in law school in 1973. After graduation, Smith, who was a major in the reserves until 1977 and a consultant for the CIA for a year, spent the first five years of his legal career in Debevoise & Plimpton and then Paul, Weiss, Rifkind, Wharton & Garrison in New York.

But law firm life didn't appeal to Smith, who joined the U.S. division of Imperial Chemicals Industry Ltd. as an M&A lawyer in 1978. He then went to work for Illinois-based Baxter International Inc. where for the next 12 years he served in both legal and business roles. His next stop was American Medical International Inc. in Dallas (AMI is now part of Tenet Healthcare Corp.). But after only two years as the GC of this hospital chain he returned to Illinois in 1993 to become the general counsel of IMC Global Inc., a chemical manufacturer. He then moved to Boston in 1999 to help the ad agency Digitas Inc.

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Two years later, he returned to Illinois as the GC of Brunswick Corp., a manufacturer and distributor of boats and engines, as well as bowling, billiards and fitness equipment. Smith replaced Dustan “Dusty” McCoy, whom the company had promoted to president of the boating group. But when Brunswick's former CEO George Buckley left to take the helm of 3M in 2005, McCoy was tapped as the new chairman and CEO.

Q: Is it tough working for the person who used to have your job?

A: It's been wonderful. It's so nice to walk into my boss's office and be able to shorthand a discussion about my budget, a litigation outcome, or whatever the issue is. And frankly, it's sometimes helpful to be able to go and talk to an experienced in-house lawyer about certain issues.

Q: Does he have a tendency to want to get too involved in legal decisions?

A: I haven't seen it. In some ways maybe less so.

Q: How is the legal department at Brunswick structured?

A: We have a pretty interesting structure here. We have five autonomous divisions. Each has a general counsel who reports to the president of the division. They don't report to me.

Q: And you are OK with that?

A: I'm fine with it. I think it is the right way to do it. Each division is a very different business. I have always thought that the guy who knows the most about things makes the right decisions. So we've got an able GC sitting at each one of those business units that knows what the business demands are.

Q: Do you have your own staff?

A: I do. I have two patent and trademark lawyers reporting to me. I have a securities and finance lawyer who reports to me. And I have a generalist–a deputy general counsel–who handles human resources and lot of corporate work. And I have a lawyer in Asia and one in Europe who report directly to me. They oversee our international divisions.

Q: So what is your role?

A: My job is to be quarterback and team captain. Basically, I give legal advice to the corporate staff, CEO and board. My other role is to work with the five division GCs to make sure that corporate ethics standards, for instance, are accurately administered in all the divisions. I am also responsible for Sarbanes-Oxley reporting and environmental compliance. So it's a coordinating role to make sure all those requirements are met through the division GCs.

Q: Who makes the decision on hiring outside counsel?

A: Most of it is up to me. I have to approve the retention of any counsel. I tend to defer very strongly to the lawyer who is going to be handling the matter. They have got to be able to explain why they want to use a certain law firm–though I think they ought to be entitled to have a major voice in the process.

Q: What's the toughest legal challenge you have had to deal with so far?

A: Sarbanes-Oxley.

Q: Besides that.

A: It would be the development of our international business. We have opened a plant in China and we are building plants in Moscow and Poland. We also have a joint venture to manufacture engines in Japan. We are undergoing a lot of international expansion and that brings very different legal challenges.

Q: Is China as big a market for you guys as it is for the automobile industry?

A: It will be. However, the boat business over there is going to move much slower than automobiles. There are a lot of rivers and lakes in China and we think that in time it will be a great place for recreational boating. But we make a product everybody wants, but nobody needs.

Q: Why did you go in-house after only five years at law firms?

A: I liked the two firms. But my skills and ability lay less in the technical aspects of the law and more in organizing and using the law to accomplish business purposes.

Q: Would you ever go back to a firm?

A: I don't think so. I have a friend who worked in a law firm for 25 years and then became an in-house counsel. He said when he was at the firm it was like swimming laps. He came in every morning and he'd swim his laps back and forth, back and forth. When he went to a corporation, it was like swimming in the ocean. And I like swimming in

the ocean.

Q: What don't you like about your job?

A: I like using law and the legal process to help grow our business and create jobs. I will confess I don't like the administrative and personnel management part of my job nearly as much. They are really important, but I sometimes wish I could get someone else to do them.

Q: For a few years you were the president of a subsidiary at Baxter. Did you enjoy it?

A: It was a really difficult transition. I was going to say shocking, but that's maybe too strong. I enjoyed the legal side of things because there are parameters. You could sit down and study the facts. It's a fairly well bounded set of information and I could run through it and make what felt like rational decisions. In the business job it was a lot more open-ended. I felt like I was doing things where we didn't have all the facts. And besides, I really liked being a lawyer.

Q: Has that experience helped you in your current role?

A: I learned the way I can help the business folks is to come to them with clear recommendations. The thing that was most annoying to me in my business job was when lawyers would describe the law to me in excruciating detail and then leave it up to me to know which way to go.

Q: How did your experience in the U.S. Marines and Vietnam help you

as a lawyer?

A: The main lesson I learned in the Marines is that you can't push people, you can only lead them. If you want to take a group of men and women toward a goal, you have to be out in front. And I will be forever grateful to the Marines in bringing that lesson home.

Q: Did you see combat in Vietnam?

A: I was in combat for about four months with the 9th Marines. But we were primarily in a garrison situation. I got shot at occasionally, but I don't think I ever shot back in anger.

Q: Why didn't you make a career out of the Marines?

A: That was a tough time for the U.S. military. Although I was a pretty good Marine, I thought I'd make a

better lawyer.

Q: What's your favorite Brunswick product?

A: My boat, which is 34-foot Sea Ray Sundancer. I keep it in Burnham Harbor in Chicago.

Q: Do you get out on your boat a lot?

A: Not as often as I would like because of my work schedule. I would like to take it across Lake Michigan for a week. We keep planning it but never seem to get the time.

Q: I understand you have five kids, three cats and three dogs. Is that yours of your wife's doing?

A: I think we are jointly culpable.