Liberty Media LLC signage in front of the company's headquarters in Englewood, Colorado on Oct. 23, 2015. Photo: Matthew Staver/Bloomberg

Since Rich Baer first became a general counsel, he said the role has grown to much more than telling executives what they can and cannot do.

He has been in general counsel roles since 2002 when he became the general counsel for telecommunications company Qwest Communications International Inc. After leaving Qwest, Baer became the chief legal officer at UnitedHealth Group and landed the job as the top lawyer at Liberty Media in 2013.

Rich Baer, CLO and CAO of Liberty Media. Photo: Joel Silverman

In July, Baer took on the additional role of chief administrative officer at Liberty and has worked with the company's founder, John Malone, and CEO, Greg Maffei, on what that role will entail and how it may look different from other companies that have a chief administrative officer.

Baer spoke with Corporate Counsel about his new role, working with the C-suite and how the legal department at Liberty Media operates. This conversation has been edited for length and clarity.

Corporate Counsel: What does the role of the chief administrative officer at Liberty Media entail?

Rich Baer: We're still trying to put our arms around what the role should be. I've been a chief administrative officer before when I was general counsel at Qwest, so I have some insight into what it could be. We want this role to have a focus on talent identification and talent development across our portfolio companies. That is going to be the first area of focus. The beauty of Liberty is that because of our nimbleness and the fact that we're so small by way of the number of our employees, we can kind of create and modify this role over time to make it anything we want it to be.

CC: What are some of the challenges of transitioning from chief legal officer to chief administrative officer?

RB: They are very different roles. I don't think the legal profession is known for its ability to develop talent. I've had to learn about this over the years. I've had the benefit of working with some immensely talented CEOs and boards over the years who have taught me how to think about talent, hiring, development and leadership. That has been a challenge just too simply learn it.

Another challenge has been to see what works for me and what works for the organization. Qwest was a very traditional company telecom company that has been around for 100 years. They're highly structured. Liberty is probably as opposite to a telecom company as you can find. We're tiny, we're entrepreneurial, and we're innovative. So the CAO role at Liberty is going to be dramatically different then it was at Qwest.

CC: How did you first break out of the lawyer mentality and begin to learn how to work with the C-suite?

RB: When I first became a general counsel I had no idea what the role was supposed to be. I worked with an amazing CEO at the time, Dick Notebaert at Qwest, and he really helped me think through how the role could be so much broader. If you thought not as a lawyer but as a business leader within the organization. He helped train me to develop those skills.

CC: Is there anything that you can take from the CAO role into your role as Liberty's CLO?

RB: You have to practice what you preach. I can't be out there focusing on talent development without doing that within my own organization. I want to make sure that whatever I'm learning and whatever we're developing more broadly, the legal function has the benefit of that as well.

You have to give your talent within the legal organization other opportunities. Those many times may involve lateral moves or lateral areas of experience that you give them exposure to.

CC: What is the size of the legal department at Liberty?

RB: Liberty is one of the most unique companies in the world in that our market cap compared to our number of employees; that ratio is probably the highest of any company. Our market cap on any day given day, collectively, is probably $50 [billion] to $60 billion.

We only have 85 employees and we only have four lawyers in the legal department. We have a unique model where we have a huge, complex company but very few in-house lawyers. We have an outsourcing model where we use principally one law firm, Baker Botts, to handle much of work. They function in many ways as part of our law department.

CC: Are there any plans in the future to expand the legal department at Liberty?

RB: Our lawyers work really hard. We have five public companies where we are the legal department for those companies. Those companies also own other companies, so there are a lot of legal issues at the Liberty level and at the portfolio company level with a limited number of lawyers at Liberty. If the volume of work continues to increase, we may bring on a lawyer or two.

I like the outsourcing model. I've always struggled with the role of the in-house lawyer versus the role of the outside counsel. I think the balance we've struck, while unique, is a model that works extremely well for our type of company.

CC: Do you have any alternative fee arrangements with Baker Botts?

RB: I don't think alternative fee arrangements are all they're cracked up to be. They might give a company a little bit more visibility into what its legal fees will be in the future, but that doesn't mean they're going to save money or make their legal spend more effective or efficient.

I also think they're a creature of law firms. I don't think the partners at law firms that came up with them went to their partners and said: "hey I have a way we can make less money." They're quite aware that these fixed fee arrangements are, oftentimes, a higher margin strategy for them as well.