For the past few years following the economic downturn, inside counsel have commiserated over the tightening budgets, smaller staffs and logistical challenges they confront each day in their legal departments.

While the extreme pressure can be exhausting, some in-house lawyers are standing firm in the face of adversity by focusing all of their energy on one thing: innovation.

On the following pages, InsideCounsel profiles legal leaders who have developed novel solutions for many of the obstacles that in-house counsel encounter. Perseverant and proactive, this year's IC10 winners are true pioneers who have a passion for improving not only their law departments, but also their companies. Their efforts triggered ingenuity, cut costs, strengthened morale and sparked success—and for that, they deserve the spotlight.

View a slideshow of the 2011 IC winners.

AGCO Corp.: Global Outreach

Although the recent recession is usually cast in a negative light, it turned out to be a positive time for Debra Kuper, VP, general counsel and corporate secretary at AGCO Corp., a Fortune 500 farm-equipment manufacturer. The downturn propelled her professional creativity, reduced AGCO's outside legal spend and united the company's law department on an international scale.

When Kuper joined AGCO in 2008, the company was looking to cut the amount of money spent on outside vendors. One of the ways for Kuper to do this was to sever ties with some of the 300 outside law firms the company was using.

“I inherited a bunch of outside counsel based on the company's growth strategy,” Kuper explains. “From 1990 to 2011, we had all these acquisitions, brands and small companies that we cobbled together, and along with that came business relationships with certain attorneys.”

Through the acquisitions, AGCO's businesspeople had taken on the responsibility of directing the outside firms. Kuper proposed change management processes so that she would manage the coordination of outside counsel.

Working with Ariba, a spend-management consulting company, Kuper created a preferred-provider network of law firms that were open to flexible billing. Kuper invited AGCO's existing outside firms and other North American firms to bid on projects involving commercial contracts, immigration, environmental health and safety, employment, and M&A. The initiative reduced the number of outside counsel to 100 and has saved AGCO an average of $4 million per year.

“We've really saved a lot of money just by being creative and choosing the right people for the right projects,” Kuper says, adding that the dismal market was a key factor in firms being open to alternative fee arrangements. “I don't know that if I had come [to AGCO] in 2005, whether I would have been able to do the same thing. Firms just weren't accustomed to anything other than hourly rates.”

While Kuper was focusing on managing AGCO's outside spend, she also was assessing the internal legal staff to make sure employees' skills would support the company's legal strategy going forward. The task was challenging—AGCO's 25 in-house attorneys and 12 support staff members are located in nine countries, and only three individuals are located in the U.S.

“They were kind of working in silos and had never met one another,” Kuper explains. “The Argentinians had never talked to the Brazilians, the Chinese had never talked to the French … we didn't even have a list of attorneys or legal staff.”

Determined to strengthen goals and relationships within the legal department, Kuper traveled across the world to meet her staff. In 2009 and 2010, she organized two regional legal summits so AGCO lawyers in different countries could meet. “It was a huge success,” Kuper says. “They shared best practices, met executives in these locations and just had a great time socializing.”

This year, Kuper took her teambuilding program a step further with the Global Legal Summit, which brought together all of AGCO's in-house attorneys at the company's Atlanta headquarters. The weeklong summit featured seminars and discussions on global legal issues, as well as meetings with AGCO's executives.

“The Ariba project and the regional and global summits made the executives realize that we're not just a cost center—we add value,” Kuper says.

Kuper currently is planning next year's Global Legal Summit, which will be held in Brazil. She also is working on expanding AGCO's legal department exchange program, which sends the company's international attorneys to different locations to work with other AGCO legal teams for a week to a month.

“This year, we've already had four or five people participate,” Kuper says. “It opens their eyes to the global legal strategy rather than just their local strategy, and it's been embraced by everyone—they all want to do it.”

Pfizer: Prescription for Change

Endless blog posts, webinars, legal magazine articles and panel discussions over the past few years have chewed on the question of whether there is a viable option to the billable hour for compensating outside counsel.

At Pfizer, the answer to that question is an emphatic yes. The pharmaceutical giant is in its third of year of a partnership with 19 law firms known as the Pfizer Legal Alliance (PLA), which goes far beyond other attempts at alternative fee arrangements. General Counsel Amy Schulman, architect of the PLA, sees it as changing the whole paradigm of the inside-outside counsel relationship by completely removing the billable hour as a measure of value.

The firms, which handle 75 percent of Pfizer's legal work, receive monthly payments equaling one-twelfth of a flat fee set at the beginning of each calendar year. They are assured of a long-term commitment, freeing them from the burden of having to repitch the business every year or two. Beyond that, they benefit from what Schulman describes as the opportunity to have fun practicing law by collaborating with other firms to reach creative solutions to problems.

For Pfizer, the PLA has brought cost savings estimated at between 10 percent and 15 percent. And because it builds deeper relationships between the company and its outside firms, the alliance results in higher-quality work, Schulman says. She believes that eliminating incentives for the firms to compete with each other enables them to focus on partnering to provide the best counsel.

“By de-emphasizing the economic part and focusing on the relationship part, we hope to bring back to the lawyer-client relationship the things that are really valuable,” she says. “Really valuing our outside counsel so they are not spending time pitching our business but problem solving thoughtfully and, most important, working collaboratively with each other—those are things we try very hard to do.”

That task is not without its challenges, however. Ellen Rosenthal, chief counsel of the PLA, who manages the relationships on a day to day basis, says Pfizer is forging a new model.

“The largest challenge is that nobody in the legal world has a new language by which to define value outside of hours worked plus expenses,” she says. “Nobody has new metrics for that. We are inventing it. One real challenge is being able to track the volume of work in relation to the fee without reference to hours.”

Rosenthal says that challenge is overcome by tapping into the experience of lawyers on both sides who can estimate what work should cost based on its complexity.

“We manage it through very deep and trusting relationships with the firms,” she says, and through close communication including monthly meetings.“

When they tell us they have too much work, we listen,” she says. “We review their portfolio together and come to a conclusion about whether it is too much work or whether it could be managed more efficiently.” On occasion, by mutual agreement, work has been moved from one firm to another.

Schulman says she is happy to share Pfizer's experience in developing a new way to measure outside law firm value with other general counsel. Her first piece of advice: You can't do it halfway.

“If you reject the billable hour, you really have to reject it,” she says. “Otherwise you are undermining the very thing you are trying to do.”

OfficeMax: Satellite Success

Relocating a family to another part of the country can be a wrenching experience. So can being part of a close-knit team that is dismantled after successfully working together for years. A legal department litigation group in Boise, Idaho, confronted both of those undesirable prospects in 2004 when OfficeMax Inc. sold off the manufacturing businesses of its predecessor company, Boise Cascade, and announced it would move its corporate headquarters to Naperville, Ill.

Over several years, the five litigators had developed an esprit de corps based in part on their success in taking a hands-on approach to resolving the company's litigation.

Moving to suburban Chicago wasn't appealing to the outdoors-addicted attorneys, who enjoyed the easy access to skiing, hiking and fishing that Idaho offers. Neither was the prospect of having to take another bar exam, which would have been necessary because they all appear in court. Beyond that, they faced the prospect of splitting up a group that also included experienced paralegals and support staff.

“We had a high-functioning team that enjoyed working together,” says Jeffrey Neumeyer, litigation team leader. “It would have been disappointing to see the group break into pieces.”

So Neumeyer asked Matthew Broad, a Boise Cascade attorney tapped to be general counsel of OfficeMax, to allow the litigation group to stay in Boise. Broad endorsed the idea, and as a result, the litigation team has remained intact for the intervening seven years, recently adding an additional lawyer. They work closely with an employment attorney and an environmental attorney who both temporarily joined the spinoff company but were rehired by OfficeMax to work in Boise. Eleven other attorneys are based in Naperville with Broad.

By supporting the satellite legal department office in Boise, Broad retained a highly experienced group of litigators, with deep experience in the company's issues, who are directly involved in all of the company's litigation.

“We don't have a law firm that takes the case and runs with it,” Neumeyer says. “All of the strategy, the direction on cases and a lot of the hands-on work is happening right here.”

The group uses outside counsel to handle some of the work, including matters requiring specialized expertise. “But we don't use the term 'we manage outside counsel,'” he adds. “Our relationship with outside counsel is a close partnership.”

Doing most of the litigation work in-house saves money and gets better results, the attorneys contend.

“The amount of knowledge that we carry from case to case is very instrumental in getting the good results,” says Kindra Hansen, associate general counsel. She points out that bringing the entire e-discovery process in-house has resulted in significant additional cost savings.

Handling litigation in-house also enables the litigators to move more rapidly when new matters arise, with the help of a team of four paralegals who also have been with the group for several years.

“When we have a new case, within 24 hours we can have our hands on the critical information to make an evaluation,” Neumeyer says. “There's not a week long delay while we wait for outside counsel to get on board.” When litigation is imminent, the ability to move quickly has enabled the group to avoid lawsuits altogether. The group has a goal of closing 60 percent of its cases within one year, avoiding the inefficiencies inherent in having cases drag on for months or years.

“It's been great for us to stay together, but it's also been a huge benefit for the company,” Neumeyer says.

Newegg Inc.: Small but Mighty

In-house counsel resoundingly agree that litigation is extremely expensive. Many companies opt for quick settlements as opposed to prolonged court battles that can rack up serious costs. But Newegg Inc., an online retailer of IT and consumer-electronic products, is a fighter—particularly against nonpracticing entities, commonly referred to as “patent trolls,” that sue companies for allegedly infringing upon patents.

“Newegg has a philosophy of not giving in to these entities,” explains Annette Kazmerski, litigation counsel at Newegg, which is headquartered about 20 miles east of downtown Los Angeles. “Newegg does not infringe these patents. The patents in many of these cases don't even apply to the Internet—they're stretched in interpretation. We often make it a point to stand firm and take our case to trial.”

More than 30 percent of Newegg's litigation work involves intellectual property and patent cases. But a decade after the company's founding in 2000, the seven-person legal department became more conscious of the financial burden of litigation.

“We found that even when we shopped around for firms with lower billable hours than Los Angeles, they still charged anywhere from $250 to $900 per hour,” Kazmerski says.

So under the leadership of its general counsel, Lee Cheng, the legal team set its sights on the biggest drain on time and money: the document-review process of the discovery phase. “We saw an obvious opportunity to cut costs by bringing that in-house and using our expertise to assist counsel instead of having low-level associates at the law firms do it,” Kazmerski says.

Newegg directly negotiated with an e-discovery vendor to process information and host data, which eliminated the inherent markup that occurs when outside counsel selects a vendor, Kazmerski says. It also allowed Newegg lawyers to monitor every piece of the process to ensure that the documents were reviewed according to the company's standards.

Newegg also worked with a local outside firm on a value-added basis to determine what tasks could be effectively completed in-house at a cost-savings without sacrificing quality. Kazmerski says Newegg's lawyers deferred to outside counsel's expertise to direct them on the standards and obligations they needed to meet, “but when it comes to actual document review and data collection, we have an in-house IT department, and our attorneys are members of the California bar, so we feel we're very experienced,” she says. “If there's any way that we can do some of the work, we like to take that on.”

All three groups—the Newegg legal team, the e-discovery vendor and the outside firm—collaborated to complete the document-review project. Newegg spent three weeks and approximately $13,000 on the task; an outside document-review provider had estimated that it would have spent a month on the project and charged Newegg $30,000.

“We've already seen that bringing this particular phase in-house worked well enough to do it again,” Kazmerski says. In December 2010, the company brought document review in-house again for a patent case.

Kazmerski says the clear cost-savings has motivated Newegg's legal department to strengthen its involvement in other litigation phases. “For example, when it comes to drafting discovery requests, many clients just let their outside counsel run with it,” she explains. “We review pleadings and give our input to outside counsel. We're involved in the filing of the papers, the filing of the responses and a member of the legal team will often attend depositions in the case so that we can provide real-time input. We have amazing outside counsel, but we're still the ones who know the company best.”

The Hartford: Plotting Policy

The rise of social media use for for businesses is akin to the rapid spread of Hellenistic culture during the reign of Alexander the Great—both conquered much of a known world in a few short years. But with the social media landscape still largely uncharted and unregulated, companies first must establish a viable, expansive social media policy before mobilizing the troops.

The Hartford butted against this issue in 2009, recognizing the need to use social media for marketing and brand awareness, to reach its employees and agents, and as a corporate recruiting tool. However, the Hartford, Conn.-based insurer couldn't just jump into the fray like many other businesses. Given the stringent regulations affecting the insurance industry, The Hartford needed to draw up a comprehensive social media strategy for its employees to ensure regulatory compliance.

To begin, the legal department assembled three attorneys with different backgrounds—intellectual property, privacy and technology—dubbed them “the Trio,” and set them to the task of forging a policy. Recognizing the magnitude of the task, the Trio's first act was to bolster its ranks—recruiting employment lawyers, line-of-business attorneys and compliance personnel to help navigate the precarious path.

“The Trio evolved,” says Kenna Daly, assistant GC and assistant VP. “We have a very large contingency now because so many areas of the business are interested in [social media]. The team is now a very large, cross-disciplinary group comprising business folks as well as attorneys.”

The team, which still meets every other week, discusses topics pertaining to The Hartford's particular lines of business and the enterprise as a whole. The benefit of this, Daly says, was hearing all of the different viewpoints from across the company—all of which have different reasons for wanting to use social media. “It gave us a much broader view of how The Hartford could best engage in, and use, social media,” she adds.

Once thoroughly engaged in the policy-formation process, the team quickly realized it faced numerous perils. To test the policy's provisions, the team posited “what if” scenarios to pit against its language. In doing so, they routinely refined the policy's wording to ensure it was written as it was intended, with language no broader or narrower than necessary. Additionally, because the social media landscape is still new, there are few interpretations of the associated emerging legal issues by regulatory agencies and the Federal Trade Commission, so it was a challenge to get the team to agree on what the policy should actually cover.

“We had a few comments and examples from states' attorneys general in terms of what they consider unfair trade practices, so we looked at these developments as we were creating the policy and tried to address them as we went along,” Daly says.

Another significant challenge for Daly and the team was determining the rules for employees' use of social media. Due to regulatory restrictions, employees are unauthorized to use the company's logo or trademark and cannot make general comments about the business without disclosing that they're employees of The Hartford. Compounding this, many employees also are prohibited from commenting on any of the company's regulated products. Casting its gaze inward, the team also needed to create standards for what constitutes inappropriate employee behavior, especially when targeting or harassing another employee online.

While all of these issues were eventually addressed, the policy still is under constant refinement. “Things are changing—some of the items that we had initially said employees wouldn't be able to engage in, we're now going to permit,” Daly says.

And now that the policy is in place, Daly says the team has begun online social media training for the business. “We're still in the process of developing guidelines for the lines of business when using social media, but training for the entire company is being launched now,” she adds.

Nationwide Mutual Insurance Co.: Regulating Reform

Perhaps no piece of legislation since the Sarbanes- Oxley Act of 2002 has spurred more consternation among financial services businesses than the Dodd-Frank Wall Street Reform and Consumer Protection Act. Having celebrated its one-year anniversary in July, Dodd-Frank has forced scores of businesses to reform their practices thanks to myriad new regulations.

To keep up with Dodd-Frank's changing rules and ensure an effective response to the regulations, Columbus, Ohio-based Nationwide Mutual Insurance Co. devised a coordinated group devoted to monitoring the regulatory playing field, directing advocacy plans and maintaining corporate compliance.

Given that the company plays across a breadth of industries, Nationwide realized early on that Dodd-Frank would significantly impact multiple areas of the business. The Office of Legal and Governance decided it needed to establish a distinct program manager position to ensure the disparate groups were properly aligned.

“Our program manager has been helping us to piece everything together to make sure that the right hand can effectively talk to the left hand,” says Managing Counsel Parag Shah. The program manager, he adds, helps the compliance group to understand what Nationwide is advocating for or against, and prepares the business unit for implementation and compliance with Dodd-Frank's rules as they become final.

Working in concert with the program manager is a core group of about 20 people from across the enterprise, including the project's executive sponsors, Nationwide's general counsel and CFO, who all meet on a monthly basis. The team also is closely intertwined with the company's public affairs group in Washington, D.C., which has been an integral part of the working group from Dodd-Frank's legislative phase to the rulemaking phase, and interacts with both Congress and the regulators.

The group itself is divided into six “buckets” that could be affected by Dodd-Frank: a tax bucket to deal with any tax implications arising from the Act; separate buckets for Nationwide's financial services organization, property/casualty business, investments floor, and banking and mortgage company; and the “enterprise” bucket, which is a catchall for any rules that could affect specific business lines.

“For those six broad categories, we identified initiative leads to take the overall support for those six areas and allow them the opportunity to pull in cross-functional, subject-matter experts to assess, analyze and advocate on behalf of Nationwide, from tax to accounting to compliance to legal to public affairs and finance,” Shah says. “For any discipline you can think of, we tried to empower its leads to have the opportunity to bring them to our attention at the right points in time to help us evaluate the true impact of the various areas across the enterprise.”

One of the major benefits to dedicating a coordinated group to Dodd-Frank is that it gives Nationwide the ability to identify areas of the business that could be impacted and allows them to organize a cohesive response across the enterprise. Therefore, the team proactively dispels any potential conflicts from different business areas advocating against one another, and creates transparency for senior management to plot Nationwide's position.

“The reporting structure also gives us a very disciplined way of communicating to the board of directors,” says Sandra Neely, senior vice president and deputy general counsel. “They and senior management read about [Dodd-Frank] all the time and want to know how this affects the company, so it's given us a very good cadence and process for reporting not only on the substance, but also on how many initiatives we're actually working on.”

CA Technologies: Compliance Comedy

Griffin Peabody is every employer's worst nightmare. He manages to violate just about every ethics and compliance standard, from trading on insider information to posting inappropriate anonymous comments on social media sites to bribing a foreign official with World Cup tickets. In the end, the clueless Peabody always gets caught.

Peabody is the central character in an innovative ethics and compliance training program at CA Technologies, a global computer software company. He stars in a series of short, humorous videos designed to engage employees in the often-boring process of compliance training.

“The challenge with compliance training is that you are teaching very serious topics and dry material, so you have to think out of the box to find an interesting way to present it,” says CA Technologies' Chief Ethics Officer Joel Katz. “We use Griffin's escapades to teach compliance lessons in a funny way.”

The program grew out of a realization that most ethics and compliance violations result from employees not knowing the rules, says Chief Compliance Officer Gary Brown. He points out that antitrust, insider trading and bribery laws involve complex regulations. “We realized there were certain areas where we needed to raise employee awareness,” he says.

The program also resulted from a trip that Katz took to CA Technologies' locations in the U.S., Israel, Germany, France, Japan and Australia in early 2010, where he heard firsthand that the existing training program was boring.

To spice it up, Katz hired a professional actor who became Griffin Peabody. For other roles, Katz's team held casting calls in various parts of the company, adding another element of fun for the employees.

Insider trading was the first issue tackled. “We are an acquisitive company—we buy a lot of companies,” Brown says. “People don't realize how important it is to keep that information confidential. They think they can tell a friend, 'Guess what I was working on today.' They have to realize it is a much bigger problem.” Peabody gets a visit from Securities and Exchange Commission investigators at the end of the video to drive that point home.

The videos provide an incentive for CA Technologies' 13,500 employees to complete mandatory online compliance training. But that's not the only motivator. Using the carrot-and-stick approach, the company has financial penalties for failing to complete the training by the deadline, and a “Race to the Finish” competition among executives to be the first to have all their employees finish. The program has been highly successful. In its first year, 99.9 percent of employees completed the training by the deadline.

“The videos got an outstanding response,” says Brown. “We found ways to tie them to substantive training, but even just watching the video gets employees thinking.” While there are no statistics to quantify a decline in ethics and compliance violations, “anecdotally, we have seen a reduction in the issues that we have addressed,” Brown says.

Katz and Brown both credit strong support from General Counsel Amy Fliegelman Olli and the CA Technologies board, one of the few corporate boards with a separate ethics and compliance committee, for the success of the program.

Peabody's fame is spreading: Several of the first-batch videos are posted on YouTube, and he will star in a new series on appropriate workplace conduct, recently filmed to keep the program fresh.

“I'm a big believer that the biggest risk to any compliance program is complacency,” Katz says. “It's easy for it to become a check-the-box exercise. Our goal has been to consistently find new ways to engage employees and keep compliance top of mind so it becomes part of the fabric of the company.”

Northeast Utilities: Pipeline Partnership

It's an age-old problem: Company works tirelessly to incorporate more diverse lawyers into its legal department, and then struggles to understand why it's so hard to find quality candidates with varying backgrounds. But legal departments are already looking within a small pool of possible candidates, so when that company is confined to hiring only experienced lawyers who understand specific industries, it's not surprising they continually fall short.

Northeast Utilities (NU), a Fortune 500 energy company, found itself in precisely this predicament. Recognizing its legal department could use some diversity, but also knowing it was limited to very experienced lawyers in a particular industry, it struggled. Then, during a monthly relationship meeting with one of its law firms in 2008, it stumbled upon the solution.

“We were talking about ways to improve the quality of the services we provide to our business clients and the legal climate in Connecticut,” says Duncan MacKay, deputy general counsel of NU. “As founding members of the Lawyers Collaborative for Diversity [which works to promote diversity in the legal profession], we have been active in supporting diversity efforts in the Connecticut bar, and we knew how beneficial it would be for our client.”

Part of the NU legal department's problem was its need for experienced in-house lawyers with knowledge of the utilities industry, so it traditionally doesn't hire new law school grads where it may be easier to tap into diverse lawyers.

So with the support of General Counsel Greg Butler and a partnership with law firm Carmody & Torrance, NU created the Diversity Scholar Program. The program works like this: For 10 weeks each summer, NU hires one or two first- or second-year law school students with diverse backgrounds as salaried interns. Half of that time, the intern works directly in NU's legal department on various legal matters; the other half of the time, the intern works in the Carmody & Torrance offices, usually assisting on NU legal matters.

To find qualified candidates, NU expanded the recruitment efforts it uses for its traditional internship program by reaching out to law schools that offered more diverse candidates, such as Howard University, Boston College and the University of the District of Columbia. In addition to diversity, NU looks for candidates with strong academic performance and also considers their extracurricular activities.

“It has multiple benefits,” MacKay says. “We are bringing more diverse lawyers into this particular work environment, and working with folks we wouldn't otherwise have the opportunity to work with. We're forging important relationships. It's good for the department, and it's good for the interns.”

The program has been a win-win for everyone—particularly the students who get both legal department and law firm experience in one internship. It has even provided more opportunities within the legal department. “Some of our in-house lawyers are getting more involved in administering the program,” MacKay explains. “They want to be more involved in diversity efforts. It has given them the opportunity to expand their social circles and make this a better profession to work in.”

The program has been in place for three years and is showing clear signs of success. “We have seen an excellent response from the community and strong diverse intern candidates interested in the program,” says Pam Tyrol, NU's legal department administrator.

Since its inception, the program has had four interns—two of whom were offered positions at Carmody & Torrance. One of those candidates accepted the offer and now works on NU matters.

“We take pride in these accomplishments and our ability to do our small part to help increase diversity in the legal profession,” Tyrol says.

Next year, NU hopes to expand the program into other states and partner with additional law firms.

Palace Entertainment: Safety First

The first thing that usually comes to mind when thinking about amusement parks is fun. But for Michael Baroni, it's safety. A year and a half ago, when Baroni took over as general counsel of Palace Entertainment—a company that owns and operates theme parks, water parks and family entertainment centers nationwide—he made instituting clear safety initiatives throughout Palace's 40 locations his top priority.

“You read newspaper headlines and you hear about accidents,” Baroni explains. “Safety was something I wanted to jump on very quickly. So I had to size up the situation.”

Baroni, the sole in-house lawyer at Palace, immediately got to work launching the company's Safety First initiative, a liability-prevention campaign that aimed to decrease the number of accidents at Palace parks and lower legal costs.

His first order of business was to start conducting secret investigations of each of the company's locations. But without a budget, he had to get internal staff involved—recruiting some of the company's other managers to show up at the parks as regular customers and take notes and pictures of clear safety concerns. Baroni himself also conducted nearly a dozen of these investigations. “To the normal person, a lot of things we would find wouldn't seem like safety issues, but oversized tree roots and grease on the floor, for example, may pose a serious risk,” he says. “I also tested employees—telling an operator, for example, that I had a heart condition before getting on a ride to see how he would respond.”

Within the Safety First program, Baroni also began requiring managers at each location to file daily incident reports. These reports included everything from a complaint about a menu item that the park's food vendors serve to mechanical issues with ride equipment. “I am able to track issues. If I see slips and falls in a specific area of a park or certain types of injuries from one of our rides, I notice it in the report right away,” he explains. “In the past, we were just relying on memory.”

The program is far-reaching, affecting every company employee. Under the initiative, park employees partake in refresher safety training workshops. Baroni also instituted signage, directed to both park employees as well as customers, to address each park's specific rules and regulations. Management is even more involved. Baroni conducts safety meetings every month with park general managers and presents a weekly safety review to the executive team.

With costs another ongoing concern, Baroni also instituted best practices around reducing them. First, he reached out to his law firms and asked for 20 percent off of any claim they handled for Palace. Most firms agreed, and the ones that didn't no longer do work for the company. Secondly, with the support of the executive team, he put an end to settling any frivolous cases, instead opting to take all of them to trial.

The Safety First initiative took three months to fully get off the ground, and it has made a remarkable difference in the past year—substantially reducing both Palace's safety incidents and associated legal costs.

“While shaving thousands of dollars off legal bills, there also has been a steep reduction in the number of safety incidents and, as a result, claims,” Baroni says. Additionally, the company's insurance broker, Marsh, has deemed Palace “extraordinary” in the area of safety.

What's particularly impressive is that Baroni was able to accomplish these goals as the company's sole attorney, and one of only three members of the legal department. “The amusement park business is all about family fun, but we must provide the absolute safest environment,” he says. “Above everything else, my ultimate goal is to make sure Palace never has a bad incident.”

NetApp: Innovative Interns

Late last year, when Matthew Fawcett joined NetApp as senior vice president, general counsel and secretary, he immediately noticed a problem. The global legal department at NetApp—a fast-growing provider of storage and data management solutions—was operating in silos. Each geographical region of the legal department had its own website, knowledge management was handled over email, communication between the lawyers throughout the organization was inconsistent and many of the in-house attorneys had never met NepApp lawyers working in other offices.

As one of Forbes magazine's most innovative companies, NetApp's legal department didn't seem to be living up to the reputation.

“Our team had been working so hard to manage the volume of work generated by NetApp's growth, we did not have time to invest in tools that could be community-creating and efficiency-producing,” Fawcett explains. “In order to scale smart, we needed to adopt new technologies that would deliver leverage and velocity.” The solution: streamline efficiency by incorporating Web 2.0 technology within the legal department.

Fawcett recruited Connie Brenton, NetApp's chief of staff and head of operations, to figure out the best way to implement the change. Brenton first considered outside vendors to help devise a department management system, but when their recommendations weren't aligning with NetApp's vision (or its budget), Brenton took a different approach: bring in law school students with an interest in web technology to manage the project and implement the solution over a summer internship program.

Brenton created the three-month plan before the Web 2.0 team started. She presented it to the five students recruited from two local law schools on their first day.

NetApp tasked the team with redesigning and updating the legal website and building an easy-to-use social network for all legal department employees. First, they met to assess each individual's strengths, then assigned themselves pieces of the project accordingly. Next, they assessed the strengths and weaknesses of the existing website, and figured out ways to populate the site with easy-to-find, valuable information and documents. Then they designed the network infrastructure, using a WordPress platform, so that it was in line with pre-existing IT standards but also allowed the legal department employees to easily make changes. Through all of this, several experienced in-house lawyers worked with the team to provide feedback and course corrections along the way.

“Essentially, the challenge was to make everything simple to use, easy to understand and sell people on the idea of changing to the new platform,” says Chris Brittain, one of the interns who worked on the project. “A part of this challenge was designing a social media structure in a way that enabled the entire department to utilize the tool as well as making the look and feel of the site aesthetically pleasing.”

While the new 2.0 initiative is still in its infancy, improvements within the legal department are already being realized. With the new system, in-house lawyers can create profile pages, communicate with other lawyers, easily find documents and better manage their overall workload.

Fawcett sees three key benefits. “First, we are helping drive decision-making further out into the field, so that creates leverage,” he explains. “Second, our responsiveness to some simple but important business needs has improved significantly, which frees up bandwidth for more complex work. Finally, we have improved transparency and information-sharing from my senior staff to the team, which is vital for teamwork.”

While the interns leading this project are young, their motivation and innovation is evident in the result, according to Fawcett. “They are fearless with cutting-edge technology, which opens up all kinds of possibilities for how we get our work done,” he says. “They bring enthusiasm and energy that is infectious.”

For the past few years following the economic downturn, inside counsel have commiserated over the tightening budgets, smaller staffs and logistical challenges they confront each day in their legal departments.

While the extreme pressure can be exhausting, some in-house lawyers are standing firm in the face of adversity by focusing all of their energy on one thing: innovation.

On the following pages, InsideCounsel profiles legal leaders who have developed novel solutions for many of the obstacles that in-house counsel encounter. Perseverant and proactive, this year's IC10 winners are true pioneers who have a passion for improving not only their law departments, but also their companies. Their efforts triggered ingenuity, cut costs, strengthened morale and sparked success—and for that, they deserve the spotlight.

View a slideshow of the 2011 IC winners.

AGCO Corp.: Global Outreach

Although the recent recession is usually cast in a negative light, it turned out to be a positive time for Debra Kuper, VP, general counsel and corporate secretary at AGCO Corp., a Fortune 500 farm-equipment manufacturer. The downturn propelled her professional creativity, reduced AGCO's outside legal spend and united the company's law department on an international scale.

When Kuper joined AGCO in 2008, the company was looking to cut the amount of money spent on outside vendors. One of the ways for Kuper to do this was to sever ties with some of the 300 outside law firms the company was using.

“I inherited a bunch of outside counsel based on the company's growth strategy,” Kuper explains. “From 1990 to 2011, we had all these acquisitions, brands and small companies that we cobbled together, and along with that came business relationships with certain attorneys.”

Through the acquisitions, AGCO's businesspeople had taken on the responsibility of directing the outside firms. Kuper proposed change management processes so that she would manage the coordination of outside counsel.

Working with Ariba, a spend-management consulting company, Kuper created a preferred-provider network of law firms that were open to flexible billing. Kuper invited AGCO's existing outside firms and other North American firms to bid on projects involving commercial contracts, immigration, environmental health and safety, employment, and M&A. The initiative reduced the number of outside counsel to 100 and has saved AGCO an average of $4 million per year.

“We've really saved a lot of money just by being creative and choosing the right people for the right projects,” Kuper says, adding that the dismal market was a key factor in firms being open to alternative fee arrangements. “I don't know that if I had come [to AGCO] in 2005, whether I would have been able to do the same thing. Firms just weren't accustomed to anything other than hourly rates.”

While Kuper was focusing on managing AGCO's outside spend, she also was assessing the internal legal staff to make sure employees' skills would support the company's legal strategy going forward. The task was challenging—AGCO's 25 in-house attorneys and 12 support staff members are located in nine countries, and only three individuals are located in the U.S.

“They were kind of working in silos and had never met one another,” Kuper explains. “The Argentinians had never talked to the Brazilians, the Chinese had never talked to the French … we didn't even have a list of attorneys or legal staff.”

Determined to strengthen goals and relationships within the legal department, Kuper traveled across the world to meet her staff. In 2009 and 2010, she organized two regional legal summits so AGCO lawyers in different countries could meet. “It was a huge success,” Kuper says. “They shared best practices, met executives in these locations and just had a great time socializing.”

This year, Kuper took her teambuilding program a step further with the Global Legal Summit, which brought together all of AGCO's in-house attorneys at the company's Atlanta headquarters. The weeklong summit featured seminars and discussions on global legal issues, as well as meetings with AGCO's executives.

“The Ariba project and the regional and global summits made the executives realize that we're not just a cost center—we add value,” Kuper says.

Kuper currently is planning next year's Global Legal Summit, which will be held in Brazil. She also is working on expanding AGCO's legal department exchange program, which sends the company's international attorneys to different locations to work with other AGCO legal teams for a week to a month.

“This year, we've already had four or five people participate,” Kuper says. “It opens their eyes to the global legal strategy rather than just their local strategy, and it's been embraced by everyone—they all want to do it.”

Pfizer: Prescription for Change

Endless blog posts, webinars, legal magazine articles and panel discussions over the past few years have chewed on the question of whether there is a viable option to the billable hour for compensating outside counsel.

At Pfizer, the answer to that question is an emphatic yes. The pharmaceutical giant is in its third of year of a partnership with 19 law firms known as the Pfizer Legal Alliance (PLA), which goes far beyond other attempts at alternative fee arrangements. General Counsel Amy Schulman, architect of the PLA, sees it as changing the whole paradigm of the inside-outside counsel relationship by completely removing the billable hour as a measure of value.

The firms, which handle 75 percent of Pfizer's legal work, receive monthly payments equaling one-twelfth of a flat fee set at the beginning of each calendar year. They are assured of a long-term commitment, freeing them from the burden of having to repitch the business every year or two. Beyond that, they benefit from what Schulman describes as the opportunity to have fun practicing law by collaborating with other firms to reach creative solutions to problems.

For Pfizer, the PLA has brought cost savings estimated at between 10 percent and 15 percent. And because it builds deeper relationships between the company and its outside firms, the alliance results in higher-quality work, Schulman says. She believes that eliminating incentives for the firms to compete with each other enables them to focus on partnering to provide the best counsel.

“By de-emphasizing the economic part and focusing on the relationship part, we hope to bring back to the lawyer-client relationship the things that are really valuable,” she says. “Really valuing our outside counsel so they are not spending time pitching our business but problem solving thoughtfully and, most important, working collaboratively with each other—those are things we try very hard to do.”

That task is not without its challenges, however. Ellen Rosenthal, chief counsel of the PLA, who manages the relationships on a day to day basis, says Pfizer is forging a new model.

“The largest challenge is that nobody in the legal world has a new language by which to define value outside of hours worked plus expenses,” she says. “Nobody has new metrics for that. We are inventing it. One real challenge is being able to track the volume of work in relation to the fee without reference to hours.”

Rosenthal says that challenge is overcome by tapping into the experience of lawyers on both sides who can estimate what work should cost based on its complexity.

“We manage it through very deep and trusting relationships with the firms,” she says, and through close communication including monthly meetings.“

When they tell us they have too much work, we listen,” she says. “We review their portfolio together and come to a conclusion about whether it is too much work or whether it could be managed more efficiently.” On occasion, by mutual agreement, work has been moved from one firm to another.

Schulman says she is happy to share Pfizer's experience in developing a new way to measure outside law firm value with other general counsel. Her first piece of advice: You can't do it halfway.

“If you reject the billable hour, you really have to reject it,” she says. “Otherwise you are undermining the very thing you are trying to do.”

OfficeMax: Satellite Success

Relocating a family to another part of the country can be a wrenching experience. So can being part of a close-knit team that is dismantled after successfully working together for years. A legal department litigation group in Boise, Idaho, confronted both of those undesirable prospects in 2004 when OfficeMax Inc. sold off the manufacturing businesses of its predecessor company, Boise Cascade, and announced it would move its corporate headquarters to Naperville, Ill.

Over several years, the five litigators had developed an esprit de corps based in part on their success in taking a hands-on approach to resolving the company's litigation.

Moving to suburban Chicago wasn't appealing to the outdoors-addicted attorneys, who enjoyed the easy access to skiing, hiking and fishing that Idaho offers. Neither was the prospect of having to take another bar exam, which would have been necessary because they all appear in court. Beyond that, they faced the prospect of splitting up a group that also included experienced paralegals and support staff.

“We had a high-functioning team that enjoyed working together,” says Jeffrey Neumeyer, litigation team leader. “It would have been disappointing to see the group break into pieces.”

So Neumeyer asked Matthew Broad, a Boise Cascade attorney tapped to be general counsel of OfficeMax, to allow the litigation group to stay in Boise. Broad endorsed the idea, and as a result, the litigation team has remained intact for the intervening seven years, recently adding an additional lawyer. They work closely with an employment attorney and an environmental attorney who both temporarily joined the spinoff company but were rehired by OfficeMax to work in Boise. Eleven other attorneys are based in Naperville with Broad.

By supporting the satellite legal department office in Boise, Broad retained a highly experienced group of litigators, with deep experience in the company's issues, who are directly involved in all of the company's litigation.

“We don't have a law firm that takes the case and runs with it,” Neumeyer says. “All of the strategy, the direction on cases and a lot of the hands-on work is happening right here.”

The group uses outside counsel to handle some of the work, including matters requiring specialized expertise. “But we don't use the term 'we manage outside counsel,'” he adds. “Our relationship with outside counsel is a close partnership.”

Doing most of the litigation work in-house saves money and gets better results, the attorneys contend.

“The amount of knowledge that we carry from case to case is very instrumental in getting the good results,” says Kindra Hansen, associate general counsel. She points out that bringing the entire e-discovery process in-house has resulted in significant additional cost savings.

Handling litigation in-house also enables the litigators to move more rapidly when new matters arise, with the help of a team of four paralegals who also have been with the group for several years.

“When we have a new case, within 24 hours we can have our hands on the critical information to make an evaluation,” Neumeyer says. “There's not a week long delay while we wait for outside counsel to get on board.” When litigation is imminent, the ability to move quickly has enabled the group to avoid lawsuits altogether. The group has a goal of closing 60 percent of its cases within one year, avoiding the inefficiencies inherent in having cases drag on for months or years.

“It's been great for us to stay together, but it's also been a huge benefit for the company,” Neumeyer says.

Newegg Inc.: Small but Mighty

In-house counsel resoundingly agree that litigation is extremely expensive. Many companies opt for quick settlements as opposed to prolonged court battles that can rack up serious costs. But Newegg Inc., an online retailer of IT and consumer-electronic products, is a fighter—particularly against nonpracticing entities, commonly referred to as “patent trolls,” that sue companies for allegedly infringing upon patents.

“Newegg has a philosophy of not giving in to these entities,” explains Annette Kazmerski, litigation counsel at Newegg, which is headquartered about 20 miles east of downtown Los Angeles. “Newegg does not infringe these patents. The patents in many of these cases don't even apply to the Internet—they're stretched in interpretation. We often make it a point to stand firm and take our case to trial.”

More than 30 percent of Newegg's litigation work involves intellectual property and patent cases. But a decade after the company's founding in 2000, the seven-person legal department became more conscious of the financial burden of litigation.

“We found that even when we shopped around for firms with lower billable hours than Los Angeles, they still charged anywhere from $250 to $900 per hour,” Kazmerski says.

So under the leadership of its general counsel, Lee Cheng, the legal team set its sights on the biggest drain on time and money: the document-review process of the discovery phase. “We saw an obvious opportunity to cut costs by bringing that in-house and using our expertise to assist counsel instead of having low-level associates at the law firms do it,” Kazmerski says.

Newegg directly negotiated with an e-discovery vendor to process information and host data, which eliminated the inherent markup that occurs when outside counsel selects a vendor, Kazmerski says. It also allowed Newegg lawyers to monitor every piece of the process to ensure that the documents were reviewed according to the company's standards.

Newegg also worked with a local outside firm on a value-added basis to determine what tasks could be effectively completed in-house at a cost-savings without sacrificing quality. Kazmerski says Newegg's lawyers deferred to outside counsel's expertise to direct them on the standards and obligations they needed to meet, “but when it comes to actual document review and data collection, we have an in-house IT department, and our attorneys are members of the California bar, so we feel we're very experienced,” she says. “If there's any way that we can do some of the work, we like to take that on.”

All three groups—the Newegg legal team, the e-discovery vendor and the outside firm—collaborated to complete the document-review project. Newegg spent three weeks and approximately $13,000 on the task; an outside document-review provider had estimated that it would have spent a month on the project and charged Newegg $30,000.

“We've already seen that bringing this particular phase in-house worked well enough to do it again,” Kazmerski says. In December 2010, the company brought document review in-house again for a patent case.

Kazmerski says the clear cost-savings has motivated Newegg's legal department to strengthen its involvement in other litigation phases. “For example, when it comes to drafting discovery requests, many clients just let their outside counsel run with it,” she explains. “We review pleadings and give our input to outside counsel. We're involved in the filing of the papers, the filing of the responses and a member of the legal team will often attend depositions in the case so that we can provide real-time input. We have amazing outside counsel, but we're still the ones who know the company best.”

The Hartford: Plotting Policy

The rise of social media use for for businesses is akin to the rapid spread of Hellenistic culture during the reign of Alexander the Great—both conquered much of a known world in a few short years. But with the social media landscape still largely uncharted and unregulated, companies first must establish a viable, expansive social media policy before mobilizing the troops.

The Hartford butted against this issue in 2009, recognizing the need to use social media for marketing and brand awareness, to reach its employees and agents, and as a corporate recruiting tool. However, the Hartford, Conn.-based insurer couldn't just jump into the fray like many other businesses. Given the stringent regulations affecting the insurance industry, The Hartford needed to draw up a comprehensive social media strategy for its employees to ensure regulatory compliance.

To begin, the legal department assembled three attorneys with different backgrounds—intellectual property, privacy and technology—dubbed them “the Trio,” and set them to the task of forging a policy. Recognizing the magnitude of the task, the Trio's first act was to bolster its ranks—recruiting employment lawyers, line-of-business attorneys and compliance personnel to help navigate the precarious path.

“The Trio evolved,” says Kenna Daly, assistant GC and assistant VP. “We have a very large contingency now because so many areas of the business are interested in [social media]. The team is now a very large, cross-disciplinary group comprising business folks as well as attorneys.”

The team, which still meets every other week, discusses topics pertaining to The Hartford's particular lines of business and the enterprise as a whole. The benefit of this, Daly says, was hearing all of the different viewpoints from across the company—all of which have different reasons for wanting to use social media. “It gave us a much broader view of how The Hartford could best engage in, and use, social media,” she adds.

Once thoroughly engaged in the policy-formation process, the team quickly realized it faced numerous perils. To test the policy's provisions, the team posited “what if” scenarios to pit against its language. In doing so, they routinely refined the policy's wording to ensure it was written as it was intended, with language no broader or narrower than necessary. Additionally, because the social media landscape is still new, there are few interpretations of the associated emerging legal issues by regulatory agencies and the Federal Trade Commission, so it was a challenge to get the team to agree on what the policy should actually cover.

“We had a few comments and examples from states' attorneys general in terms of what they consider unfair trade practices, so we looked at these developments as we were creating the policy and tried to address them as we went along,” Daly says.

Another significant challenge for Daly and the team was determining the rules for employees' use of social media. Due to regulatory restrictions, employees are unauthorized to use the company's logo or trademark and cannot make general comments about the business without disclosing that they're employees of The Hartford. Compounding this, many employees also are prohibited from commenting on any of the company's regulated products. Casting its gaze inward, the team also needed to create standards for what constitutes inappropriate employee behavior, especially when targeting or harassing another employee online.

While all of these issues were eventually addressed, the policy still is under constant refinement. “Things are changing—some of the items that we had initially said employees wouldn't be able to engage in, we're now going to permit,” Daly says.

And now that the policy is in place, Daly says the team has begun online social media training for the business. “We're still in the process of developing guidelines for the lines of business when using social media, but training for the entire company is being launched now,” she adds.

Nationwide Mutual Insurance Co.: Regulating Reform

Perhaps no piece of legislation since the Sarbanes- Oxley Act of 2002 has spurred more consternation among financial services businesses than the Dodd-Frank Wall Street Reform and Consumer Protection Act. Having celebrated its one-year anniversary in July, Dodd-Frank has forced scores of businesses to reform their practices thanks to myriad new regulations.

To keep up with Dodd-Frank's changing rules and ensure an effective response to the regulations, Columbus, Ohio-based Nationwide Mutual Insurance Co. devised a coordinated group devoted to monitoring the regulatory playing field, directing advocacy plans and maintaining corporate compliance.

Given that the company plays across a breadth of industries, Nationwide realized early on that Dodd-Frank would significantly impact multiple areas of the business. The Office of Legal and Governance decided it needed to establish a distinct program manager position to ensure the disparate groups were properly aligned.

“Our program manager has been helping us to piece everything together to make sure that the right hand can effectively talk to the left hand,” says Managing Counsel Parag Shah. The program manager, he adds, helps the compliance group to understand what Nationwide is advocating for or against, and prepares the business unit for implementation and compliance with Dodd-Frank's rules as they become final.

Working in concert with the program manager is a core group of about 20 people from across the enterprise, including the project's executive sponsors, Nationwide's general counsel and CFO, who all meet on a monthly basis. The team also is closely intertwined with the company's public affairs group in Washington, D.C., which has been an integral part of the working group from Dodd-Frank's legislative phase to the rulemaking phase, and interacts with both Congress and the regulators.

The group itself is divided into six “buckets” that could be affected by Dodd-Frank: a tax bucket to deal with any tax implications arising from the Act; separate buckets for Nationwide's financial services organization, property/casualty business, investments floor, and banking and mortgage company; and the “enterprise” bucket, which is a catchall for any rules that could affect specific business lines.

“For those six broad categories, we identified initiative leads to take the overall support for those six areas and allow them the opportunity to pull in cross-functional, subject-matter experts to assess, analyze and advocate on behalf of Nationwide, from tax to accounting to compliance to legal to public affairs and finance,” Shah says. “For any discipline you can think of, we tried to empower its leads to have the opportunity to bring them to our attention at the right points in time to help us evaluate the true impact of the various areas across the enterprise.”

One of the major benefits to dedicating a coordinated group to Dodd-Frank is that it gives Nationwide the ability to identify areas of the business that could be impacted and allows them to organize a cohesive response across the enterprise. Therefore, the team proactively dispels any potential conflicts from different business areas advocating against one another, and creates transparency for senior management to plot Nationwide's position.

“The reporting structure also gives us a very disciplined way of communicating to the board of directors,” says Sandra Neely, senior vice president and deputy general counsel. “They and senior management read about [Dodd-Frank] all the time and want to know how this affects the company, so it's given us a very good cadence and process for reporting not only on the substance, but also on how many initiatives we're actually working on.”

CA Technologies: Compliance Comedy

Griffin Peabody is every employer's worst nightmare. He manages to violate just about every ethics and compliance standard, from trading on insider information to posting inappropriate anonymous comments on social media sites to bribing a foreign official with World Cup tickets. In the end, the clueless Peabody always gets caught.

Peabody is the central character in an innovative ethics and compliance training program at CA Technologies, a global computer software company. He stars in a series of short, humorous videos designed to engage employees in the often-boring process of compliance training.

“The challenge with compliance training is that you are teaching very serious topics and dry material, so you have to think out of the box to find an interesting way to present it,” says CA Technologies' Chief Ethics Officer Joel Katz. “We use Griffin's escapades to teach compliance lessons in a funny way.”

The program grew out of a realization that most ethics and compliance violations result from employees not knowing the rules, says Chief Compliance Officer Gary Brown. He points out that antitrust, insider trading and bribery laws involve complex regulations. “We realized there were certain areas where we needed to raise employee awareness,” he says.

The program also resulted from a trip that Katz took to CA Technologies' locations in the U.S., Israel, Germany, France, Japan and Australia in early 2010, where he heard firsthand that the existing training program was boring.

To spice it up, Katz hired a professional actor who became Griffin Peabody. For other roles, Katz's team held casting calls in various parts of the company, adding another element of fun for the employees.

Insider trading was the first issue tackled. “We are an acquisitive company—we buy a lot of companies,” Brown says. “People don't realize how important it is to keep that information confidential. They think they can tell a friend, 'Guess what I was working on today.' They have to realize it is a much bigger problem.” Peabody gets a visit from Securities and Exchange Commission investigators at the end of the video to drive that point home.

The videos provide an incentive for CA Technologies' 13,500 employees to complete mandatory online compliance training. But that's not the only motivator. Using the carrot-and-stick approach, the company has financial penalties for failing to complete the training by the deadline, and a “Race to the Finish” competition among executives to be the first to have all their employees finish. The program has been highly successful. In its first year, 99.9 percent of employees completed the training by the deadline.

“The videos got an outstanding response,” says Brown. “We found ways to tie them to substantive training, but even just watching the video gets employees thinking.” While there are no statistics to quantify a decline in ethics and compliance violations, “anecdotally, we have seen a reduction in the issues that we have addressed,” Brown says.

Katz and Brown both credit strong support from General Counsel Amy Fliegelman Olli and the CA Technologies board, one of the few corporate boards with a separate ethics and compliance committee, for the success of the program.

Peabody's fame is spreading: Several of the first-batch videos are posted on YouTube, and he will star in a new series on appropriate workplace conduct, recently filmed to keep the program fresh.

“I'm a big believer that the biggest risk to any compliance program is complacency,” Katz says. “It's easy for it to become a check-the-box exercise. Our goal has been to consistently find new ways to engage employees and keep compliance top of mind so it becomes part of the fabric of the company.”

Northeast Utilities: Pipeline Partnership

It's an age-old problem: Company works tirelessly to incorporate more diverse lawyers into its legal department, and then struggles to understand why it's so hard to find quality candidates with varying backgrounds. But legal departments are already looking within a small pool of possible candidates, so when that company is confined to hiring only experienced lawyers who understand specific industries, it's not surprising they continually fall short.

Northeast Utilities (NU), a Fortune 500 energy company, found itself in precisely this predicament. Recognizing its legal department could use some diversity, but also knowing it was limited to very experienced lawyers in a particular industry, it struggled. Then, during a monthly relationship meeting with one of its law firms in 2008, it stumbled upon the solution.

“We were talking about ways to improve the quality of the services we provide to our business clients and the legal climate in Connecticut,” says Duncan MacKay, deputy general counsel of NU. “As founding members of the Lawyers Collaborative for Diversity [which works to promote diversity in the legal profession], we have been active in supporting diversity efforts in the Connecticut bar, and we knew how beneficial it would be for our client.”

Part of the NU legal department's problem was its need for experienced in-house lawyers with knowledge of the utilities industry, so it traditionally doesn't hire new law school grads where it may be easier to tap into diverse lawyers.

So with the support of General Counsel Greg Butler and a partnership with law firm Carmody & Torrance, NU created the Diversity Scholar Program. The program works like this: For 10 weeks each summer, NU hires one or two first- or second-year law school students with diverse backgrounds as salaried interns. Half of that time, the intern works directly in NU's legal department on various legal matters; the other half of the time, the intern works in the Carmody & Torrance offices, usually assisting on NU legal matters.

To find qualified candidates, NU expanded the recruitment efforts it uses for its traditional internship program by reaching out to law schools that offered more diverse candidates, such as Howard University, Boston College and the University of the District of Columbia. In addition to diversity, NU looks for candidates with strong academic performance and also considers their extracurricular activities.

“It has multiple benefits,” MacKay says. “We are bringing more diverse lawyers into this particular work environment, and working with folks we wouldn't otherwise have the opportunity to work with. We're forging important relationships. It's good for the department, and it's good for the interns.”

The program has been a win-win for everyone—particularly the students who get both legal department and law firm experience in one internship. It has even provided more opportunities within the legal department. “Some of our in-house lawyers are getting more involved in administering the program,” MacKay explains. “They want to be more involved in diversity efforts. It has given them the opportunity to expand their social circles and make this a better profession to work in.”

The program has been in place for three years and is showing clear signs of success. “We have seen an excellent response from the community and strong diverse intern candidates interested in the program,” says Pam Tyrol, NU's legal department administrator.

Since its inception, the program has had four interns—two of whom were offered positions at Carmody & Torrance. One of those candidates accepted the offer and now works on NU matters.

“We take pride in these accomplishments and our ability to do our small part to help increase diversity in the legal profession,” Tyrol says.

Next year, NU hopes to expand the program into other states and partner with additional law firms.

Palace Entertainment: Safety First

The first thing that usually comes to mind when thinking about amusement parks is fun. But for Michael Baroni, it's safety. A year and a half ago, when Baroni took over as general counsel of Palace Entertainment—a company that owns and operates theme parks, water parks and family entertainment centers nationwide—he made instituting clear safety initiatives throughout Palace's 40 locations his top priority.

“You read newspaper headlines and you hear about accidents,” Baroni explains. “Safety was something I wanted to jump on very quickly. So I had to size up the situation.”

Baroni, the sole in-house lawyer at Palace, immediately got to work launching the company's Safety First initiative, a liability-prevention campaign that aimed to decrease the number of accidents at Palace parks and lower legal costs.

His first order of business was to start conducting secret investigations of each of the company's locations. But without a budget, he had to get internal staff involved—recruiting some of the company's other managers to show up at the parks as regular customers and take notes and pictures of clear safety concerns. Baroni himself also conducted nearly a dozen of these investigations. “To the normal person, a lot of things we would find wouldn't seem like safety issues, but oversized tree roots and grease on the floor, for example, may pose a serious risk,” he says. “I also tested employees—telling an operator, for example, that I had a heart condition before getting on a ride to see how he would respond.”

Within the Safety First program, Baroni also began requiring managers at each location to file daily incident reports. These reports included everything from a complaint about a menu item that the park's food vendors serve to mechanical issues with ride equipment. “I am able to track issues. If I see slips and falls in a specific area of a park or certain types of injuries from one of our rides, I notice it in the report right away,” he explains. “In the past, we were just relying on memory.”

The program is far-reaching, affecting every company employee. Under the initiative, park employees partake in refresher safety training workshops. Baroni also instituted signage, directed to both park employees as well as customers, to address each park's specific rules and regulations. Management is even more involved. Baroni conducts safety meetings every month with park general managers and presents a weekly safety review to the executive team.

With costs another ongoing concern, Baroni also instituted best practices around reducing them. First, he reached out to his law firms and asked for 20 percent off of any claim they handled for Palace. Most firms agreed, and the ones that didn't no longer do work for the company. Secondly, with the support of the executive team, he put an end to settling any frivolous cases, instead opting to take all of them to trial.

The Safety First initiative took three months to fully get off the ground, and it has made a remarkable difference in the past year—substantially reducing both Palace's safety incidents and associated legal costs.

“While shaving thousands of dollars off legal bills, there also has been a steep reduction in the number of safety incidents and, as a result, claims,” Baroni says. Additionally, the company's insurance broker, Marsh, has deemed Palace “extraordinary” in the area of safety.

What's particularly impressive is that Baroni was able to accomplish these goals as the company's sole attorney, and one of only three members of the legal department. “The amusement park business is all about family fun, but we must provide the absolute safest environment,” he says. “Above everything else, my ultimate goal is to make sure Palace never has a bad incident.”

NetApp: Innovative Interns

Late last year, when Matthew Fawcett joined NetApp as senior vice president, general counsel and secretary, he immediately noticed a problem. The global legal department at NetApp—a fast-growing provider of storage and data management solutions—was operating in silos. Each geographical region of the legal department had its own website, knowledge management was handled over email, communication between the lawyers throughout the organization was inconsistent and many of the in-house attorneys had never met NepApp lawyers working in other offices.

As one of Forbes magazine's most innovative companies, NetApp's legal department didn't seem to be living up to the reputation.

“Our team had been working so hard to manage the volume of work generated by NetApp's growth, we did not have time to invest in tools that could be community-creating and efficiency-producing,” Fawcett explains. “In order to scale smart, we needed to adopt new technologies that would deliver leverage and velocity.” The solution: streamline efficiency by incorporating Web 2.0 technology within the legal department.

Fawcett recruited Connie Brenton, NetApp's chief of staff and head of operations, to figure out the best way to implement the change. Brenton first considered outside vendors to help devise a department management system, but when their recommendations weren't aligning with NetApp's vision (or its budget), Brenton took a different approach: bring in law school students with an interest in web technology to manage the project and implement the solution over a summer internship program.

Brenton created the three-month plan before the Web 2.0 team started. She presented it to the five students recruited from two local law schools on their first day.

NetApp tasked the team with redesigning and updating the legal website and building an easy-to-use social network for all legal department employees. First, they met to assess each individual's strengths, then assigned themselves pieces of the project accordingly. Next, they assessed the strengths and weaknesses of the existing website, and figured out ways to populate the site with easy-to-find, valuable information and documents. Then they designed the network infrastructure, using a WordPress platform, so that it was in line with pre-existing IT standards but also allowed the legal department employees to easily make changes. Through all of this, several experienced in-house lawyers worked with the team to provide feedback and course corrections along the way.

“Essentially, the challenge was to make everything simple to use, easy to understand and sell people on the idea of changing to the new platform,” says Chris Brittain, one of the interns who worked on the project. “A part of this challenge was designing a social media structure in a way that enabled the entire department to utilize the tool as well as making the look and feel of the site aesthetically pleasing.”

While the new 2.0 initiative is still in its infancy, improvements within the legal department are already being realized. With the new system, in-house lawyers can create profile pages, communicate with other lawyers, easily find documents and better manage their overall workload.

Fawcett sees three key benefits. “First, we are helping drive decision-making further out into the field, so that creates leverage,” he explains. “Second, our responsiveness to some simple but important business needs has improved significantly, which frees up bandwidth for more complex work. Finally, we have improved transparency and information-sharing from my senior staff to the team, which is vital for teamwork.”

While the interns leading this project are young, their motivation and innovation is evident in the result, according to Fawcett. “They are fearless with cutting-edge technology, which opens up all kinds of possibilities for how we get our work done,” he says. “They bring enthusiasm and energy that is infectious.”