As corporate law stretches and changes under the weight of new business structures, so too has the role of the General Counsel. Tasked with overseeing the legal footprint of their companies, General Counsels are playing a decisive role in the way companies grow and change within their industries. We’re sitting down with General Counsels around the country to learn more about their roles, how they balance their in-house resources with outside counsel, and what’s coming in legal in 2016.
This is the first General Counsel interview in this series.
A Little Background
Melissa Tidwell joined Reddit as General Counsel in 2015 following 8 years as an attorney for Google. Founded in 2005, Reddit is the front page of the internet with over 200 million unique visitors per month and over 8 billion pages of content on the web. As General Counsel, it’s Melissa’s job to help Reddit redefine the internet media industry.
Melissa, you have experience working for both law firms and the companies they support. Why did you choose to work in-house over continuing at a law firm?
At a firm, you work on a wide variety of projects for different clients and it was hard for me to give really good advice when I was only just breaching the surface. I found myself wanting to invest more into one particular client and better help them across the board. I’d rather advise one company and do deep dives into their issues than advise ten different companies, jumping around from one client to the next.
As a General Counsel, you oversee your company’s legal department. I imagine once you scratch below the surface that your role is far more detailed. What do you wish that more people understood about the role of General Counsel within a company?
I had this conversation with another GC of a startup and the joke was that it's not all it's cracked up to be. It's a lot broader than you would ever anticipate. When you’re the GC of a startup, you have to deal with a lot of little things as well as the big things. At a smaller company, I’m not just advising on huge esoteric issues that have been vetted by a number of people like I would be at a larger company — you’re really just trying to explain the basics like why you sign contracts and why you don’t do deals over email. There’s a lot more that you have to do in terms of groundwork, in terms of educating the company about the role of law in technology.
As GC you're now responsible for everything. Trademark policy, employment issues, employment agreements, all of the corporate work, the board work, figuring out what needs to be done to comply with general regulations, 409A issues... there's a lot broader depth of issues and unless you like jumping from topic to topic on a daily basis, it's a very different role.
For people wondering if being GC is right for them, the question is, do you enjoy the wider variety of things that go on in a business? If you have a team of people that are dealing with employment issues, dealing with trademarks, dealing with copyright, from the top down, you have to have an understanding of what’s going on and be able to advise from a company perspective.
No wonder you're so busy! What lessons have you learned during your time as a General Counsel and what would advice would you give someone just starting out in your position?
I would say that you're always going to make mistakes, because again, you're practicing across such a wide variety of areas. You won’t be as knowledgeable about privacy law as the partner who has been practicing for 20 years or the person who necessarily knows the most about everything. That’s just a fact of life. You’re one person. You need to be able to take what you’ve learned, launch and iterate off of what you’ve done and continue to move forward.
I think that I've been very lucky having practiced at Google for eight years. The number of people that I met during that time, and also the number of groups in the Bay area that facilitate communication amongst each other has been really helpful in learning and sharing best practices. Building a network is important. For example, I just got an email today from another GC of a startup saying, “Hey, do you guys have a policy on X and how did you approach A, B, and C?”. I think the key takeaways are that 1) you’re going to make mistakes and 2) you can’t do it all on your own.
In smaller in-house departments like yours I would imagine automation plays a huge role in the effectiveness of your team. We know you use SimpleLegal, but what other systems do you use to make your life easier?
Legal-tech is interesting, but there’s a lot of work to do. There aren’t enough cloud systems, and the products are not always easy to use. Right now we're thinking about contracts database management. Though as a startup, I think some of these tools are luxuries as opposed to necessities. We’re always building, looking at best practices, and figuring out what tools exist and which are better than others. I would say by and large though, it just doesn’t feel like the legal tech space has a ton of options like there are on the finance side or the people side of things.
At SimpleLegal, we see a variety of approaches by General Counsels to getting the best out of their outside counsel. How do you manage your relationships with outside counsel?
I like to be clear with them, but I don’t have endless pockets. I have an overall budget for outside counsel that I like to stick to. I like to agree up front in regards to what’s being done and from there, I’m very precise in the questions I ask. For small projects, I generally set tones that I don’t want memos. I want a quick and dirty answer over email. I don’t need case law cited, I just need a general understanding of what’s going on in the market. I try to be specific off of the bat to limit any sort of unknown question marks. For big projects, especially in the Bay Area, the firms are very attune to having to manage costs. They’re also very creative in terms of how they do that. It’s important to figure out different creative ways to budget so that costs don't escalate.
In-house teams and the legal-tech they use every day are constantly changing. What are some trends in the legal industry that you anticipate seeing over the next few years?
There are so many. Depending on what day it is, I could probably choose a different topic. One obvious huge thing for a lot of companies is figuring out where the intermediary stands in the context of both the U.S. and globally. In the U.S., you have section 230 and abroad, you don't necessarily have those rules. As a company you face different risks, depending on which countries you're operating in, so I think international is always a big concern.
Also, I'm anxiously awaiting what's going to happen with Safe Harbor and the new privacy shield and how the European DPAs are going to react. Employment is another big one. The employer/contractor relationship, and in general, how companies treat their employees. President Obama just made a statement about fair pay for men and women and San Francisco just passed a mandatory parental leave law. There are a lot of changes in the employment space that are relevant for tech companies.