We Are All in This Together

1. We Are All in This Together Shared Challenges for Inside and Outside Counsel

2. Today hiring outside counsel is often a negotiation. The negotiation process does not necessarily foster cooperative work. Both inside and outside counsel need to transition from negotiation to cooperation as quickly as possible. From Adversary to Ally 2

3. Different Jobs Same Problems • "Big Picture" issues • People can be Strange • The Unexpected and the Unwanted 3

4. Bad Start = Bad Result • Expectations/Goals • Budgets, Billing and Timing 4

5. What’s the Plan? • The difference between a success and a failure is often expectations. 5

6. Managing Expectations • Many aspects of legal projects are resistant to predictability • Lawyers expect unpredictability – Business people may not 6

7. Never Assume • Executives can be legal sophomores • Why? Because many don’t know what they don’t know 7

8. Communication Coordination • Goal – • Consistent message • Message understood 8

9. View from In-House • All In-house is not the same. • One size solutions – rarely fit any company. 9

10. View from In-House (cont’d) • Managing your relationship with inside counsel means giving inside counsel what they need to manage their internal clients • What they need • Not what you think they need 10

11. Who’s on First? • Executive wants to be very involved or barely involved • Inside counsel or Outside counsel • When is it the Legal Dept.’s problem • When the Business Unit is making the call. 11

12. Plans Have to be Flexible “No plan survives contact with the enemy” Murphy’s law “We plan, God laughs” If it weren’t true there wouldn’t be so many ways to describe it 12

13. Budgets are Your Friend • Lawyers despise budgets • But corporate accounting departments demand them • Low detail budgets don't help anyone except the accounting department 13

14. Winning May Not be Everything • There is often more than one way to resolve the claim – Give me options. • Sometimes we need to fight – often we don’t • Mediation and Arbitration need to be part of your game plan from the beginning of the case 14

15. Budgets Can be Something More • Detailed budgets can be planning tools, can set expectations, and can help the business people understand the expected pace of the case 15

16. Detailed Budgets • Legal budgets need to address all probable scenarios • By definition, not all scenarios will actually occur • A detailed budget can’t be added up; you need to choose pieces to create alternate “realities” • If timing is an issue let us know 16

17. Two Things You Need to Know About Managing Corporate Employees • No good deed goes unpunished • 10/90 rule: 10% of your employees will cause 90% of your employment problems; 17

18. Why Good Deeds Go Bad • Failure to follow policy/rules and document • If you give an inch, someone will take a mile • “..and this time I really mean it!” Get your house in order early and often You may be able to correct/change course by coordinating good cop/bad cop with HR or outside counsel 18

19. Who Are the Ten Percent? • Untouchables • Vigilantes • Reality-resistant individuals 19

20. Untouchables • Who they are: • Top executives • Top performers • P/politically connected • Those who know where bodies are buried 20

21. Untouchables (cont’d) • What you can do: • Isolate • Physically • Area of responsibility; • Emphasize financial consequences • Demonstrate appreciation • Timing is everything 21

22. Understand the Corporate Context • Each Company has its own culture and it’s very important • Respect the culture with your advice 22

23. Vigilantes • Who they are: • Inflexible people • Crusaders • Looking for $$$ 23

24. Vigilantes (cont’d) • What you can do: • Establish clear reporting channels • Insist on details • Be consistent with all employees • Beware of the NLRB 24

25. Do What We Can’t Do • Help us see what we are too busy to see • Remember we live here – every day – you do not. 25

26. Reality-resistant Individuals • Who they are: • Overinflated sense of self: personally and/or professionally • Skewed view of the world • Legitimate psychological problems 26

27. Reality-resistant Individuals (cont’d) • What you can do: • Make expectations clear • Provide regular guidance & correction • Assess risk of violence or sabotage • Follow ADA protocols 27

28. Nothing Ever Goes As Planned • Surprise Documents • Disappearing Key Witnesses • Inter-Company Squabbles/Dirty Laundry 28

29. I Didn't Think That Counted • Accusing parties of hiding/destroying documents is the latest discovery game • Dedication of business unit and IT/IS resources and well thought out and documented searches are your best defense 29

30. He Doesn't Work Here Anymore • Can be worse than a surprise document • Is easier to prevent or remedy 30

31. Fix it NOW • Trouble will happen in litigation • It’s your opponent’s job to make life miserable for you • Quick, Aggressive responses to the unexpected and the unwanted are the most effective. 31

32. Engineering vs. Sales and other InterMural Matches • Cover my department emails, memos and procedures • Killing my rival in my deposition • Litigation Strategy vs. Good Corporate Policy 32

33. Jack Walsh314.719.3728jwalsh@salawaus.comCaryl Flannery314.719.3730cflannery@salawaus.comPat Sanders314.288.2990patricksanders@mungenast.com 33