Michael Donahue, SVP, general counsel, and secretary of LogMeIn. Courtesy photo LogMeIn in-house lawyers initial public offering Corporate Counsel: How large was LogMeIn and its legal department when you joined? Michael Donahue: I joined a little over 11 years ago now and, at the time, we had somewhere between 100 and 150 employees. I was the only lawyer, the first GC, and the company was planning to make an attempt to go public and needed a lawyer to come in and put the appropriate policies and protections in place. We were off to the races after [I was hired] and went public probably 18 to 24 months after I started. It's been a great growth rate since then. I was the first lawyer to join and now we have about 12 lawyers on the legal team in about three different locations. Can you walk me through your role in the company's IPO? I played a large role, alongside the finance team, in not only preparing the company for the “go public” process, but also preparing the company to be a public company, and to be able to make the appropriate filings and the appropriate disclosures. There's a lot of governance after the fact. Then, with finance, I led the “go public process” of preparing the necessary documents with the SEC, filing them, going through the SEC comment process and then ultimately going public. Were you still the only in-house lawyer during that time? Did you use outside counsel? I was the only in-house lawyer at the time. We got our second lawyer shortly after we went public. Obviously we did have significant help from outside counsel, outside auditors, investment banks ... it's an extremely burdensome process that requires a lot of different hands to be in the mix. Part of my role was to manage outside counsel, and manage the cost and ensure that all the while outside counsel's work was consistent with the work we were doing internally to help drive us through that process. It takes a village for sure. This was your first in-house role. How did you learn to lead the company through an IPO and manage outside counsel so quickly? I think that really starts with what I did right out of law school. I started at a large law firm in Boston called Hale and Dorr, now Wilmer Cutler Pickering Hale and Dorr, and it was a significant law firm in the technology space. I was there for about seven years as corporate counsel and I worked with companies looking to go public or be acquired. That was really great preparation for me. There's a big difference between how inside counsel approaches a transaction versus outside counsel. Inside counsel has to weigh the business benefits and costs while outside counsel is more focused on legal risk and government issues. They don't necessarily have the color or context inside counsel does. Did the difference between outside counsel and inside counsel's role come naturally when you made the transition to in-house? Or how did you adapt? I think it takes some time to adapt. As I've hired lawyers and grown the team throughout the years, you can tell some people are better at it when they join and others struggle with adapting, especially if they were in a larger law firm. I don't think it's totally natural. I think it takes some work and it takes the mindset that you're here as part of a broader team with goals to grow this business. And it takes hiring the right people. How did the legal department and your role change after the merger with Citrix GetGo's subsidiary? There are a lot of employees who came over with the GetGO merger. The legal group added three lawyers at that time, as well as a paralegal. I think the major challenges were that the legal team became more dispersed at that time. There were several more offices across the world. There was a legal team in California that we didn't have as LogMeIn, and we also added another lawyer in Germany. So the team became more geographically dispersed, which presented challenges in managing that team that weren't there before. The bigger challenge is that as LogMeIn grows, the legal team needs to grow so we can support it, but we can't grow at the same rate as the company. We are understanding how to be more efficient and better utilize the resources we have, both internal and external. We need to be able to scale our people and our skill set to support a growing business without growing at the same rate. What non-legal hats have you had to wear at LogMeIn as the company grows? First, I'm a member of the broader executive leadership team, which deals with lots of issues, not just issues specific to one person's expertise. I also run the facilities team, the team that supports all of the offices globally in the day-to-day aspects of operation and strategic planning. That includes the management and negotiation of leases, the build out of those locations and the design and maintenance. It's a pretty significant group of about 50 people, much larger than the legal team. I have facilities experts that really lead the day-to-day aspects, but they do report to me and it is ultimately my responsibility. How did you balance those duties with your GC role? Sometimes it's hard. I view myself first as an executive of the company and I need to do what is best for the company. I use that as the guide. That's what I focus on first. I want to go back to the strength of the team. I have two deputy GCs who have been with me for a long time. They provide a lot of support in dealing with those day-to-day issues. Without the support of this team, it would be difficult to balance all those different responsibilities. This was your first in-house role, and the company's grown a lot since you joined. Do you have any advice for in-house lawyers who might be in that position today? Focus on being practical and being a partner to the business. That is so important. I've tried really hard to not have the legal team viewed as, "Oh my god, we have to go to legal." I want people to trust that my team is going to help them and be a partner and get business done. Also, when you hire a team, make sure you are taking that partnership into account and hire people you believe share that same mindset because not all lawyers do. You want to make sure other people you hire can support the same work culture, because that team is an extension of you.