General Counsels are often tagged as the always risk-averse ‘fun police,’ quashing ideas and innovation that even smell like they may operate close to the boundaries of what is legal. As a General Counsel, it’s important to understand internal and external pressures on your company’s growth, giving your team the confidence and guidance they need to push boundaries (without overstepping) and encourage positive change in your industry.
Stephanie King joined AdRoll, a performance marketing platform, in 2014, tasked with overseeing the legal division of what was voted one of the fastest growing companies in America in 2013 by Inc. Magazine. Formerly, Stephanie occupied a role as Associate General Counsel at Zynga after several years in-house at Gilead Sciences and as outside counsel at Latham & Watkins. As the GC of AdRoll, Stephanie’s role is to play the legal devil’s advocate while facilitating high-growth in what is a new and developing industry.
During your career you’ve worked for both outside counsel and the in-house teams they support. Ultimately, what was it about in-house legal that lead you to make the switch?
After undergrad, I deferred grad school for two years and worked in strategy consulting for biotech, pharma and medical device companies. I really loved working with business partners who were struggling with challenging strategic questions.Once in law school I decided to pursue a joint degree and ended up with a JD/MBA. I always had it in my mind that I would go to a law firm, get trained really well, learn from the wide landscape of different clients and the issues that they come across, and then hopefully go to a really great in-house job and get to use that business acumen. As outside counsel, you are advising businesses but often not knowing what the ultimate outcome is or why. However, inside you are living and breathing the business day in, day out and your advice (and its consequences) have a direct impact not only on the business but you as an employee and (often) a stockholder. For me, that seemed like a really good fit.
As a fourth-year associate, I started to get the calls from the outside recruiters. Always having believed in exploring new opportunities, I would say, "Hey, I'm not interested in moving firms, but if you have an in-house job, I would love to hear about it." My odd background of corporate and life sciences transactional work ended up being a good fit for Gilead and I took the leap (which was a little scary at first). The move turned out to be a good transition out of the firm because it was a larger, more established in-house department. I was able to learn a lot and figure out how risk is different when you're in house versus when you're outside counsel and how to work with different groups that have different incentives to solve problems. I loved it. I am really grateful for my training at Latham and my outside counsel today (I surely need their expert counsel!) but I believe the way I operate is a good fit for in-house counsel.
The role of a General Counsel seems to take different shapes at different companies. What do you wish that more people understood about the role of the General Counsel within AdRoll?
I think it depends on who is asking that question. I think it’s important to figure out legal's role for that company given its history, industry, culture, and point in its lifecycle. If you are in-house counsel, you are going to be very different if you're working somewhere large like an Oracle or an HP, where you have legal specialists and other support teams (like procurement) who don’t even sit in legal. At a startup you have to wear many hats as there is a lot of grey area and often little or no process. We are constantly balancing being a partner with the business and being a control and a risk function. While you are not trying to be Team Buzzkill, which we joke we are here, we do understand the business needs to move forward. If you are too conservative, there may not be a business left to advise. One of our main jobs is to be a connector between and among teams and to be able to translate complex legal issues (and their business ramifications) into business speak. Because of where we sit, we see a lot of the business and not just the narrow issue with which our internal client may be dealing. We try to bring broader perspectives and different experiences, especially at a start-up, where we have seen stuff go sideways. We’re trying to think about how we can best protect ourselves while keeping the business moving forward.
Most importantly, I want our business partners to really know that we are on their team and we want to work together with them. We expect and welcome pushback (it makes us better lawyers), but we have a different perspective and a different role in the company, which is also important for the business to grow in a sustainable healthy way.
What lessons have you learned during your time as a General Counsel that you would share with yourself when you first began the role?
There is never enough time in the day to do everything you want to do. For me, four things have been especially important: making a real effort to learn the business, building really meaningful relationships with different people across the business, learning how to breathe, and having more empathy.
Learn the business and what the levers in the business are so that you can help make better risk assessments. If you sit just in legal and don't talk to the business very much, you rely on "this is what I learned at the law firm” or “this is what the firm says” or “this would be the perfect contract," and you are not going to move things forward. People will go around you and continue to find a way around you if you are a blocker all the time. Being able to combine an understanding of the business with the legal ground rules can move you from blocker to value-add business partner-- and you get your way more!
Make those meaningful connections. Yes, we are legal and we are this control function, but I think to be able to do appropriate risk assessment and really understand the business, you need to build those relationships early and spend the time and effort to do that. I have some of my best conversations in the lunchroom, sharing an elevator, or going up and down the stairs with people. Bonus - it makes work and life much more fun and rewarding, too!
Breathe. There is a lot coming at you when you are in-house and in a role like General Counsel, especially as the first person on the ground. You cannot possibly get to everything. Finding the space to breathe and prioritize what issues are really big and what can kind of wait. As a Type A problem-solver, this remains a constant battle for me. Deciding what not to look at can be very hard when you are a lawyer.
And finally, having more empathy for my clients and others. We live and breathe contracts and risk all day, every day. Our internal clients do not. By the time they get to us they have been through a grinding sales process, and we are one more hurdle. But, going back to #3, it does wonders to take a breath and try to see their point of view. Which can de-escalate stressful situations and actually lead to effective teachable moments. You can convert challenging folks to your biggest allies, which is good for everyone.
We’re lucky to live in a time when computers are taking on so many of the processes that absorb our time. What systems do you use to make your life easier?
We are an ad tech company and our platform is built on automating as much as we can to provide solutions to a lot of people. One of the great things about coming to a company like this is that our legal team is able to embrace that approach as well. Over the years I have found two challenges to technology solutions:
(1) From working on contract management systems at three different companies, I’ve noticed software is either simple for the end user or simple on the back end. It is rarely (if ever) both. I lean towards trying to make it easy for the business. This means it is complicated on the backend and takes a little longer to think through the logic and get solutions up and running.
(2) There are many great point solutions, but it can lead to system overload. We are trying to find systems that reduce touch-points for our business people so (1) they actually follow the process, which helps us, and (2) they can spend more time building and selling great products.
With that in mind, early on we hacked together a contract queue using a Wufoo form on our intranet for intake which automatically routes to Asana, which houses our queue. This duct tape and glue provides some level of internal tracking and some reporting (numbers are always helpful!).
We are now looking at Zendesk (which much of the company already uses). Zendesk has not traditionally been used the way we want, but there are a lot of good pieces and we are trying to see if we can weave them into a system that meets our legal needs and has lower friction for the business.
As a company we use Slack to communicate a lot. Slack is scary, very scary, as a lawyer. But, as a legal team, we have decided that’s how our company is communicating now and we want to be effective in our communications. Over a third of the company has subscribed to our legal channel, including folks in our international offices, and I am pretty proud of that. We proactively post articles, updates, and guidance in our channel and in other channels such as sales and product. We also lurk in a lot of channels so we have a finger on the pulse of the company and can react in real time to questions or issues. Our engineers and others will post trigger words in their channels to “summon” legal, like the Bat-Signal.
We also try to integrate with existing systems wherever possible to reduce friction for the business. For example, we have tried to build a lot of flows in Salesforce because that is where our sales team is. We want to reduce the need for them to log into other systems to get paperwork completed.
We have integrated DocuSign with Salesforce for form revenue agreement and we use Docusign for more complex agreements and spend side to automate the signature process. We also set up Box so that completed documents sent through DocuSign can go into this platform.
Done properly, the relationship between in-house and outside counsel can be beneficial to everyone. What is your secret to managing relationships with outside counsel?
Over the years, I have gone back and forth on the balance between doing work in-house and sending it to outside counsel. I am constantly trying to manage my team’s workload so they don’t get burned out and also have an interesting mix of work. The challenge with outsourcing is that you still need to manage outside counsel and act as a translator, especially around the risk assessment for your specific business under the circumstances. Great outside counsel helps get you a lot of the way there, and this becomes easier for them as you work with them over time and give them access to and visibility around your business. But you still have to get the ball over the last yard because you are the one on the ground, living it and breathing it every day. Your good outside counsel works very hard to get there.
In terms of having one main outside counsel versus a stable of experts, I have also gone back and forth. Having one point of contact can be helpful in managing information flow, billing, getting one firm really up to speed on your business and risk profile, but over the years I have actually moved to a system where I go to the best outside counsel I can find for that issue. I try to give them as much information as I can about the context for the problem. Beyond just “legal” advice, I will ask "What would you do in this situation?" I am not a fan of legal memos unless I really need them. I want advice to be in context and digestible because it has got to help me with my job, which is communicating legal risk to the business. We have found some really great outside counsel who operate this way that we work closely with.
I think we have really good relationships with our outside counsel. I absolutely value, and I am grateful for, their expertise because they go deep. I would rather go to an outside counsel and pay a higher per-hour dollar amount for somebody who lives and breathes whatever the issue is so they can give me a thoughtful answer quickly, versus paying a lower hourly rate for somebody who does 10 hours of research and gives me a memo that doesn't make sense or address our unique business needs.
AdRoll is leading the charge by innovating the way people advertise online. We’re seeing similar growth across all industries as startups push for new regulation and ways to reach their market. What are some trends in the legal industry that you anticipate seeing over the next few years?
Automation is coming into play more and more. We have had e-billing for a while but the move to the cloud is newer. The cloud can be scary for lawyers. Is data coming in, will I be able to access it in a timely manner, what about security? I think lawyers are getting more comfortable with the cloud so you are seeing more and more legal services there.Seeing value in your outside counsel beyond the immediate legal advice requested is also really, really important. Firms are providing blog posts, articles and webinars to help keep us updated. It’s great marketing for the firms. We go to those people that we see as experts in that area when we have a problem.
The role of in-house counsel has also expanded a lot. They are not just a little department that doesn't interact with anybody and just gets brought in when something has gone sideways or to read the terms of service no one wants to read. We still do all that, but we also come up with creative ways to solve problems because in the tech industry you are so far ahead of the regulation. There is no book to look up the right answer. Often there are myriad ancient regulations, new regulations somewhere in the legislative process but not approved, self-regulatory guidelines, best practices, and stories of what NOT to do. With business changing at a mighty clip, we have to be able to build a ship with limited resources as we are sailing across the ocean in a storm.
A really positive move is increased collaboration among lawyers who may be in the same industry to help figure out these complex problems. Technology has helped enable this. Trade associations like ACC and the Bar associations are not new, but I am seeing more informal networks, like the Women’s General Counsel Network (WGCN) and local roundtables. People are really open to trying to solve shared problems together. That collaborative atmosphere has been really positive and certainly helps me navigate an ever more complex job and myriad legal issues.