David Huberman is general counsel of Minneapolis-based enterprise security company Code42, which produces software that helps organizations detect, investigate and respond to insider data security threats. All types of data security threats are increasing with the rise in remote work due to the COVID-19 pandemic.

The company's data security solutions, which detect unsanctioned use of file-sharing applications, and data exfiltration by employees, are used by more than 50,000 organizations. Cloud-based platforms and collaboration tools increasing use, both authorized and unauthorized, present a growing risk of data and intellectual property loss to companies. 

Code42′s cloud-based software looks for file activity and movement and tracks files as they are attached to emails, uploaded to web applications and moved to cloud accounts, USB sticks and external hard drives. It preserves a copy of all versions of files on a user's computer so that data can be recovered after theft, ransomware attacks, and hardware and software failures, the company said.

"We were already seeing businesses across the world adopt collaboration tools like Slack and Google Drive and Dropbox and these tools are terrific, but what happens is that data becomes increasingly more portable as employees use these tools and companies and security and [information technology] teams lose visibility as to where the data is going and how it is potentially being manipulated," Huberman said in the interview.

"It creates opportunities and threat vectors for data to be used in an unauthorized way or to get out of the enterprise. Our solution provides visibility involving file activity and data movement within and outside an enterprise," he added.  

Corporate Counsel interviewed Huberman recently about the challenges and opportunities facing the legal team of the 500-employee company founded in 2001, and his role as a general counsel during this extraordinary crisis. While Code42 is based in Minneapolis, Huberman works in its Broomfield, Colorado, office and the company also has employees in San Francisco and offices in London and outside Washington, D.C., he said.

Other members of the legal team are Paul Shoning, assistant general counsel in Colorado, and Ashley Marschel, corporate counsel in Minneapolis.

Huberman's answers have been edited for clarity and brevity. 

Corporate Counsel: Is your legal team having to do anything differently at your company because of this pandemic?

David Huberman: I think about it in two buckets: One is how do we work, and the second is what are we working on? In the first category, how we work, our legal team, as a small part of the organization, we were pretty well prepared for this shift. We've adopted collaboration technologies.

We have about 400 folks in Minneapolis, but we have people all over the place and our executive team is particularly dispersed. We don't all sit together in the same place. Our legal team is also in a couple of spots, in the Denver-Boulder area and Minneapolis, and we are on chat and video all the time. We are good at this and a lot of companies aren't. A lot of companies have been suddenly thrust into this world, and those are the companies that we are helping with all their employees working remote and on sanctioned and unsanctioned collaboration tools. We are trying to help companies get their arms around that problem.

The pace of our innovation hasn't slowed down. All teams are doing daily stand-up meetings to make sure they have connection. The CEO is in contact through email and Slack and now video, and all-hands meetings. We have put a premium on communications. [Yet] there are little things that people have to overcome, like I spent a couple of hours last week just trying to get my home printer and scanner to work, and I'm not alone. Lots of people are trying to figure that out and you can't just pop in next door and ask someone a question about it. Those dynamics have changed. And we are adjusting.

CC: Did your legal team or the company have to make a lot of adjustments to work entirely virtually? 

DH: Human beings are social beings so there is no substitute for being in-person with people. That said, you can accomplish a lot from a business and professional and human and personal perspective using video and chat. In the course of our day, there is a lot of interpersonal interaction. You can absolutely leverage these. We are doing a lot of supporting of each other across the organization. It is a challenging time for everybody, and we are doing a lot using these tools. When 9/11 happened I remember, we didn't have all these tools. There were email and phone calls and while there is no substitute for being in person, being able to see someone in video is great and doing one-off chats is great, you really do feel connected. We are a technology company so we really like this stuff and have a collaboration culture.

My thinking is that we have had a mass migration to remote working, and there is a percentage that will remain in remote working. I have a hard time believing that 100% of people who are now remote are going to go back to being not remote.

CC: Have any special legal problems cropped up in connection with this pandemic? 

DH: In the immediate response to COVID-19, I spent time with [human resources] and marketing figuring out how and how to communicate to our employees and customers about it—it seems like a lifetime ago and I remember before trying to figure out what's the trigger? What's the time frame? We did a lot of work just to figure out how to make sound, proactive decisions and communicate those decisions in the face of this whole unprecedented situation, and hopefully, we don't have to deal with another time. It's surreal and very real at the same time. 

We are dealing with the specifics of COVID-19, interpreting new legislation around sick leave and [Family and Medical Leave Act] benefits, communicating that information to the workforce, and understanding the impact of economic stimulus actions taken by Congress. It's all pretty unique to this time.

Also, we are still doing commercial work and working with internal stakeholders on what they should expect from vendors they rely on. Some things continue uninterrupted, while other things like trade shows and marketing events are impacted and people have to work through the issues.

As a legal team, we have always positioned ourselves as enablers of the business and that is particularly important now with general uncertainty in the marketplace and in the world. This is not the time for legal theory, but instead for focusing on where the rubber meets the road to keep the business moving. It is particularly important to get our message out and let companies know that we have ways to help them. It's not necessarily what we went to law school for and it may be out of our comfort zone but we need to help.

CC: What would you be doing in a normal year, around this time?

DH: In a normal year, around March 25 we are in the last stretch of the first quarter and would be focused on end-of-quarter sales activity, contract negotiations and that sort of thing and we are still doing that, but now we have a whole other set of things we are thinking about. Now we are at the end of the quarter and dealing with a whole set of other work, and employment law implications for everyone being home, but fortunately there are resources like yours and others where people are sharing best practices and that's super helpful.

CC: Do you have any parting takeaways for in-house counsel at other companies working through this challenging time?

DH: I think one of the more important things that we have been talking about internally is to accept the situation right now for what it is. It is really challenging on so many levels, but we need to have confidence and faith that there is a better outcome on the other side. And that is not intended to minimize the situation. We also want to err on the side of over-communicating and reserve time to communicate, because if you don't, the events of the day will take over.

And the last thing for a company like ours, which is a progressive entrepreneurial company, is to put on different hats and be a business enabler. There is nothing that says the only thing you can do is legal work. Raise your hand and be part of those discussions.

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