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FEBRUARY/MARCH 2022 Volume 19 / Number 1
4 EDITOR’S DESK LEGAL TECHNOLOGY
7 GOLDEN OPPORTUNITY TO BUY LEGAL TECH IN 2022 CFOs want to spend on the legal department. By Nicholas d’Adhemar GENER AL COUNSEL INTERVIEW
10 Q&A WITH LISA ANN COONEY, GC OF DAY & ZIMMERMAN Analyzing legal trends, bringing work in-house. COLUMN/PRIVILEGE PLACE
12 WILLING TO TAKE AN OATH? Do you solemnly swear that this memo is “for legal purposes only”? By Todd Presnell FEATURE
14 DAOs CAN REVOLUTIONIZE CORPORATE GOVERNANCE Quick and accountable decision-making. By Heather Meeker FEBRUARY/MARCH 202 2 TODAYSGENERALCOUNSEL.COM
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EDITOR’S DESK
E
nergy prices are poised to hit historic highs. Some global supply chains that were already damaged by the pandemic could be severed following the Russian invasion of Ukraine,
and low-cost, high-quality Russian software, which has significant market share and widespread use in U.S. corporations, is now “technologia non grata,” according to business tech news site ZDNet. In other words, the cost of doing business is going to rise. Smart GCs and CLOs are trying to do more with less, and in this issue of Today’s General Counsel we interview one of them, Lisa Ann Cooney, the head of a large defense and construction company’s legal department. Identifying talent in-house that can handle work that formerly was outsourced is one way she’s coping, but she has other methods as well. In other articles, columnist Todd Presnell explains what kind of declaration may be necessary to maintain attorney-client privilege over inter-office memos, Heather Meeker speculates about the potential role of blockchain in corporate governance, and Nicholas d’Adhemar says that CFOs and CEOs are pleased by the way their legal departments performed during the pandemic and are ready to spend on legal tech.
Bob Nienhouse, Editor-In-Chief bnienhouse@TodaysGC.com
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All rights reserved. No part of this publication may be reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopy, recording, or any information or retrieval system, without the written permission of the publisher. Articles published in Today’s General Counsel are not to be construed as legal or professional advice, nor unless otherwise stated are they necessarily the views of a writer’s firm or its clients. Today’s General Counsel (ISSN 2326-5000) is published ten times per year by Nienhouse Group Inc., 30 S. Wacker Drive, Suite 2200, Chicago, Illinois 60606 Image source: iStockphoto | Copyright © 2022 Nienhouse Group Inc. Email submissions to editor@todaysgc.com or go to our website www.todaysgeneralcounsel.com for more information.
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Golden Opportunity To Buy Legal Tech in 2022 By NICHOLAS D’ADHEMAR
T
he Legal Spend Landscape for 2022, a recent survey of financial services firms commissioned by Apperio, indicates that in-house legal teams have a great opportunity to invest in the technology that their departments need next year. The survey polled 300 senior legal and financial professionals who have responsibility for legal spending across the United States and the UK. Collectively, respondents work for or with legal departments that employ an average of 22 in-house lawyers and oversee $14.28 million in annual outside legal counsel spending.
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FEBRUARY/MARCH 202 2 TODAYSGENERALCOUNSEL.COM
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Legal departments are highly valued. Seven in 10 respondents polled said their in-house legal team was “more valued” (38 percent) or “much more valued” (33 percent) today because of their work during the pandemic. Finance leaders such as chief financial officers (CFOs) were even more generous in their assessment. An analysis of these responses by title shows that 40 percent said the law department was “much more valued,” compared with just 29 percent of respondents with roles such as general counsel and chief legal officer. As one chief counsel for a private equity firm wrote in the open-ended comments, “the business had to face challenges it had never seen before.” The goodwill gained is being converted into additional investment in the legal department to continue delivering the desired legal outcomes in these uncertain times. CFOs support the resources for legal tech projects. Nearly three-quarters of respondents indicated that their organization’s budget for legal tech tools would grow over the next year. As with the findings on value, CFOs and other financial leaders were even more bullish on legal tech within their organization. Eighty-two percent said spending on legal tech would grow in the next year, compared with 67 percent of their peers in legal. It’s not just the budget that’s needed to make the most of legal technology, but also the right talent. Accordingly, the survey found that 85 percent of respondents said their legal department has a person or team charged with leading innovation. About half of respondents said this was a fulltime responsibility. These roles are often filled by
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allied professionals — people with the skills and experience to help lawyers put process and technology in place. Here again, financial leaders such as CFOs (50 percent) were more likely to favor hiring allied professionals than their peers in legal (43 percent).
The goodwill gained is being converted into additional investment in the legal department. CFOs are the arbiters of corporate spending and have earned a reputation for questioning budget increases. However, they’re inclined to put their finite resources into those areas they think will deliver the most benefit to the firm. A tech-enabled legal department in these times of uncertainty meets that qualification. There is a well-defined need for legal tech. Most successful tech projects begin with one key element: a well-defined need. To that end, two findings in the survey help provide such a rationale. First, workload, headcount and legal costs have all grown over the last three years: 70 percent say the legal workload has grown; 66 percent say the legal department’s headcount has grown; and 67 percent say legal costs have increased. Second, respondents said the top priority for their law department over the next 12 months is controlling costs (60 percent). The only way to get more work done while also controlling costs is to find a more efficient way to do the work. That indicates a clear need for enabling legal tech projects. The survey highlights a list of BACK TO CONTENTS
tools that lawyers in financial services aim to implement next year. These suggest that there are numerous strategic opportunities, ranging from data and analytics to matter management, and tactical opportunities like contract management, all of which bring automation to the legal workflow. The uncertainty brought on by the global pandemic has caused businesses to realize, to a greater degree, the crucial role the in-house legal team plays in successfully navigating risk. As the volume of work has grown, business leaders are more than willing to provide the resources their legal departments need to improve operations. In-house teams are well positioned to parlay the goodwill they have earned, and the willingness of their organizations to continue investing in the department, to take their
legal departments to the next level of maturity.
Nicholas d’Adhemar is the founder and CEO of Apperio, a legal spend analytics and matter tracking platform for in-house counsel. Before starting Apperio, he spent six years working as a lawyer, one year as in-house counsel, and another three years as an investment manager with a private equity firm.
FEBRUARY/MARCH 202 2 TODAYSGENERALCOUNSEL.COM
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General Counsel Interview with Lisa Cooney
L
isa Ann Cooney is Senior Vice President, General Counsel and Corporate Secretary for
Day & Zimmermann, a maintenance and construction services and defense sector company. She was appointed General Counsel in 2020, and is the first woman in the company’s history to hold that post. Previously, she was General Counsel for the business unit, focused on staffing for technology. She serves on the Leadership Committee for the Forum for Executive Women and is a member of the National Association of Women Lawyers, the Association of Corporate Counsel and the Philadelphia Council for Business Economics.
How big is your department, and how is it organized? Day & Zimmermann has four business groups, with each having a division general counsel, or DGC, and a team of attorneys and professionals. The DGCs report directly to me, and I report directly to the CEO. I know firsthand about the DGC’s duties. For the first 13 years of my career here, I was DGC for Yoh, the division that specializes in recruiting and staffing for the technology sector. My entire global team comprises 27 attorneys and legal professionals.
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How do your duties as General Counsel of the corporation differ from those you had when you served as DGC? Yoh onboards and offboards thousands of employees and consultants annually, so my day-to-day matters involved employment law, contract negotiation and management. In my current role, I spend time analyzing legal trends and claims, honing strategy in major litigation matters, ensuring that my team has what they need to be successful, and participating in company policy and strategy discussions as a member of the Leadership Council. BACK TO CONTENTS
Can you give us an example of the kind of legal trend analysis you do? I look to see if there are patterns using a number of data points, including subject matter of claims, geographic location and overall legal spend. For example, if I see a growing number of wage and hour claims across a division, my next question would be whether those claims are being filed in a single state, under a single management team or at a single client site. Answers to these questions will help both the leadership team and me determine what mitigation measures to put in place. I also look at overall legal spend and slice that data in a number of ways.
What do you look for in a legal department attorney and where do you look for those people? We recruit attorneys from top firms across the country who are subject matter experts, but are willing to learn and take on responsibilities outside their expertise. That allows them to continue to develop as leaders and attorneys. In addition, our attorneys have to thrive in an entrepreneurial environment. The company’s core is its government and commercial businesses, but it continues to enter new markets and acquire new clients, which means that the legal support needed keeps changing.
Any new market experience recently? We recently moved Canada into our footprint. Our department didn’t run out and hire attorneys licensed to practice law in Canada, but we did partner with Canadian law firms to educate and advise us. As our internal team gets more and more comfortable with the common legal issues for our business there, we will lean less and less on outside counsel. Another example of leaning less on outside counsel is real estate advice and counsel. Historically, the company outsourced negotiation of its real estate leases to outside counsel, but due to the pandemic more and more employees are working from home, which means that less office space is required. That resulted in a growing need to renegotiate office space leases. One of the department’s in-house attorneys volunteered to expand her role and support our supply chain organization in those negotiations. The result was that we avoided a lot of legal fees to outside BACK TO CONTENTS
counsel. My thinking is to pivot and put our highly skilled lawyers where they are needed the most.
What, besides malfeasance, will get an attorney in your department fired? I expect attorneys to be constructive partners to the business. They need to talk with colleagues in other departments to better understand their goals while also discussing risks. There isn’t any place for an attorney who says “no” and thinks his or her job is done.
What are your duties as senior official for the company’s Insider Threat Program? Because it is a federal contractor, Day & Zimmermann has an Insider Threat Program to deter, detect and mitigate actions by insiders — employees, visitors to a company site, independent contractors working for the company — who represent a threat to national security. Along with other members of the Insider Threat Program Working Group, I take very seriously the requirement to safeguard information provided by the United States government. Our company-wide program includes, among other things, training of insiders, monitoring of information that requires protection, as well as assessing and analyzing what circumstances might constitute an insider threat and what to do about it. I provide management, accountability and oversight for the program and ensure that the Working Group is fully engaged.
Do you have a go-to firm for class action lawsuits? We generally use two firms for class action work — Morgan Lewis and Bockius, and White and Case.
Any thoughts on legal technology, the tech you’ve adopted and what, if any, you’ve rejected? We were an early adopter of Legal Tracker, a Thompson Reuters tool for e-billing and analytics. It’s been invaluable for organizing legal billing and tracking legal spend, plus spotting trends in litigation and claims.
FEBRUARY/MARCH 202 2 TODAYSGENERALCOUNSEL.COM
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COLUMN / PRIVILEGE PL ACE
Willing to Take an Oath? By TODD PRESNELL
A
lthough the subject of academic debate, many scholars agree that the privilege against self-incrimination arose in part from growing opposition to the ecclesiastical oath during the 17th century. Invoking the Latin phrase nemo tenetur prodere seipsum, meaning no one is bound to accuse himself, criminal defendants began refusing courts’ mandate that they take an oath and answer the prosecution’s questions. This opposition evolved into a common-law evidentiary privilege and, ultimately, a constitutional right embedded in the Fifth Amendment. Fast forward to the 21st century, courts want in-house lawyers to take an oath — not to answer questions about criminal wrongdoing but to prove with specificity that the attorney-client privilege
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protects their communications with corporate employees from disclosure. The oath in these situations surfaces in the form of an affidavit or a sworn declaration, and the in-house lawyer should consider at the time of asserting a privilege objection whether she is willing to supply a sworn statement in defense of the privilege. The answer is often pivotal to securing protection. The corporate attorney–client privilege protects from discovery a confidential communication between a company’s in-house lawyer and its employee when conveyed for the primary purpose of rendering legal advice. In the view of many courts, and often in actuality, employees frequently communicate with in-house lawyers for businessrelated reasons, whether directly
TODAYSGENERALCOUNSEL.COM FEBRUARY/MARCH 202 2
or by copying them for no apparent legal reason. Many courts therefore apply a heightened standard when assessing an in-house lawyer’s privilege claim and require the lawyer to make a “clear showing” that the putatively privileged communication was indeed for legal advice purposes. This clear showing standard typically means that the court wants specific, non-conclusory testimony from the in-house lawyer on this point. In one case, for example, a company’s in-house lawyer created a form spreadsheet and requested that a business manager complete it. The manager completed the spreadsheet and stored it on the company’s server as the in-house lawyer directed. In later litigation, the company’s adversary moved to compel production of the report, BACK TO CONTENTS
but the company objected on privilege grounds. The manager — not the lawyer — submitted a declaration stating his “understanding” that the lawyer would access the report on the server for legal advice reasons. He also averred that, “to the best of his knowledge,” the lawyer would access the information for the sole purpose of conducting a legal analysis. The court found the declaration insufficient because a non-lawyer’s understanding of the lawyer’s reasons for seeking the information falls short of the level of proof necessary to secure privilege protection.
In-house lawyers cannot make a communication privileged by fiat. This decision is not an outlier. Following an explosion at one of its manufacturing facilities, a company’s public relations employee sent a draft press release to two in-house lawyers seeking feedback. When those injured by the explosion sued and moved to compel the emails and drafts, the company submitted the employee’s declaration stating that she sent the draft to ensure that it was consistent with the company’s emerging legal strategy. The court found the declaration inadequate and ordered production of the communications and drafts. While we will never know for certain, it is reasonable to assume that these companies would have greatly increased their chances of securing privilege protection had the in-house lawyers, not just the business employees, submitted sworn declarations explaining why the communications involved BACK TO CONTENTS
legal advice — but not just any declarations. In-house lawyers cannot, as some courts say, make a communication privileged by fiat. A conclusory declaration is the same as no declaration at all. Courts require fact-specific statements from in-house lawyers to prove the legal advice component. In a federal court case, for instance, a company objected on privilege grounds to producing an email from an employee to an in-house lawyer seeking comment on a regulatory strategy. In defending the motion to compel, the in-house lawyer filed a sworn declaration stating that the email was not a business discussion but rather an attorney–client communication in which the employee requested legal advice. The court found the declaration too conclusory to support a privilege objection because the lawyer submitted no supporting information that would allow the court to reach the same conclusion. The takeaways here are that in-house lawyers should stand ready to support their outside counsel’s privilege objections through sworn testimony, and that testimony must unambiguously explain why the privilege applies. But there is also an important threshold consideration. Is the communication really privileged, or was it put into the pile simply because an in-house lawyer took part in it? Too often, outside and in-house lawyers contemplate the contents of a supporting declaration after opposing counsel files a motion to compel. This timing can lead to in-house lawyers making conclusory privilege claims because the communication occurred long ago, or because it is difficult to actually explain why the privilege applies. In other words, lawyers
over-designate emails as privileged, and then seek support from the in-house-lawyer author who may have little to no supporting information. A solution, perhaps, is that in-house lawyers should consider the contents of a future declaration at the time of creating a putatively privileged document. While it is unnecessary to draft a declaration at that time, the lawyer could ponder questions such as Is this communication really privileged? Why is it privileged? What is the legal advice at issue here? If the answers are difficult, then perhaps the privilege does not apply and lawyers should not assert a privilege objection. But if the answers are clear, then signing a non-conclusory, specific — and winning — declaration when the time comes will be much easier. Thankfully, we no longer live in an era where an ecclesiastical or any other court can force a criminal defendant to provide sworn testimony. Civil courts cannot force an in-house lawyer to provide sworn testimony to support a privilege claim, yet that is often necessary to secure protection. So, the next time an in-house lawyer marks one of her communications as “privileged,” perhaps she should also ask herself, “Am I willing to take an oath?”
Todd Presnell is a trial lawyer in Bradley’s Nashville office. He is the creator and author of the legal blog Presnell on Privileges, presnellonprivileges. com, and provides internal investigation and privilege consulting services to in-house legal departments. tpresnell@bradley.com
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FEATURE
DAOs Can Revolutionize Corporate Governance By HEATHER MEEKER
E
ntrepreneurs are experimenting with a new form of organization called a DAO — a blockchain-based structure that draws upon the transparency of blockchain technology and the community participation of open source software development. Recent years have brought increasing focus on corporate responsibility and democratization of capital markets; and, on face, DAOs dovetail nicely with these goals. A decentralized autonomous organization (DAO) is an organization that is collectively owned by its members and governed by “smart contracts,” which are
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simple rules implemented in a blockchain. Smart contracts are logic elements (computer programs) that take actions automatically when certain conditions are met. Think about a vending machine — you put in money, you get a snack. It’s not a legal contract in the conventional sense, but once you take the required action (put in money, choose your item), the transaction proceeds without human intervention. While traditional corporations are run via bylaws, voting agreements and board meetings, DAOs operate largely without human decision making. While corporate boards are usually small
TODAYSGENERALCOUNSEL.COM FEBRUARY/MARCH 202 2
elites, DAOs can be governed by many participants — possibly hundreds or even thousands. The policies and finances of a DAO can be verified via publicly visible transactional activity on a blockchain. DAOs replace the legal power of corporate bylaws with a “zero-trust” system that ensures transparency and makes it hard to break the rules. In other words, DAOs are bottom-up decision making, and corporations are top-down. There are other differences. Ownership of a DAO can change fluidly. Tokens representing voting rights in a DAO can be traded without centralized permission BACK TO CONTENTS
on an exchange, similar to the way corporate stock can change hands. But corporations usually limit the rights of investors to trade interests via restricted stock purchase agreements. Free trading of corporate shares only comes about after a public offering — a step most corporations never reach. On the other hand, DAOs voting rights can be earned by work, much like employee stock options. Corporations are time-honored structures that offer many advantages: limited liability, liquidity for investors and a stable structure to operate a business. A corporation benefits from a corporate veil, a legal construct by which the owners cannot be held liable for the actions of the entity. For instance, if a corporation goes into debt or gets into legal trouble, the owners’ personal assets are insulated from loss. This is a significant incentive to invest. If you start a business and don’t create any formal entity, the baseline relationship between the principals is a legal partnership. But in a partnership, each of the partners is liable for the actions of the business, including the actions of the other partners. So partnerships are a risky way to do business, and forming a corporation is a common way to formalize control of the entity and allow investors to participate without great risk. DAOs, without any formal entity, are essentially partnerships. Corporations also offer stability. Many DAOs implement in their smart contracts a function called “ragequit,” where any investor can withdraw and receive its pro rata share of DAO assets on demand. In most corporations, exiting is not so easy, because businesses want to avoid sudden withdrawal of capital BACK TO CONTENTS
Corporation
DAO
Transparency
Decisions made in confidential settings
Decisions are transparent and auditable
Investment
Investors prefer corporations
A pure DAO may have trouble attracting professional investors
Liability
Limited liability and corporate veils
Partnership liability
Decision- making
Human decision making is inefficient and enforced by law
Automated decision making is quick and accountable
Banking
Traditional corporate accounts
Crypto/Token Transactions
Documentation
Prose formation documents
Smart contracts
Regulation
Stock issues regulated
Token issuance regulated
that can hamstring operations. Running a DAO also incurs other risks. Tokens sold by DAOs are subject to SEC regulation, just like shares of a corporation. Most private corporations raise capital via a private placement legal exemption. But that requires qualifying accredited investors, which is a far cry from the anonymity and egalitarianism of a DAO. Investors participating in unregistered offerings of a DAO can be liable for token sales that violate the securities laws.
misleading statements in its registration filings. Another alternative is a DAO corporation, which states in its formation documents that certain decisions will be delegated to a DAO, and that the corporation will abide by those decisions. In a sense, this is nothing radically new. Corporations often have voting agreements on behalf of minority owners. But DAO corporations are a very new structure, and still uncommon.
HYBRID ORGANIZATIONS
Heather Meeker is a General Partner at OSS Capital, which invests in companies engaged in commercial open source development. Her practice focuses on intellectual property and technology, with a particular focus on open source software, including open source-related business models. She is a former M&A Partner in the Silicon Valley office of O’Melveny & Myers LLP.
To cherry-pick the old and the new, entrepreneurs and investors have begun creating alternatives to pure DAOs. Wyoming, long a crypto-friendly state, in 2021 became the first U.S. state to recognize DAOs as a special kind of LLC. Unfortunately, the first DAO LLC registered under this law has already run into trouble. The SEC recently began administrative proceedings against the DAO company due to allegedly
FEBRUARY/MARCH 202 2 TODAYSGENERALCOUNSEL.COM
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