GC Forum: David Brill (Past-President, Association of Corporate Counsel Greater New York Chapter (ACC-GNY))

by Amy Lemel on March 17, 2015

Brill David 2015Our newest feature, the GC Forum, will feature interviews with General Counsel to get a better understanding of their thoughts and interests, as well as their perspectives and insights on legal industry trends and marketing.  Our first guest, David Brill, chairs the ACC-GNY’s Corporate and Securities Committee.  David, a seasoned General Counsel, has expertise in-house at both privately-held and Fortune 500 companies.  His specialties include M&A, securities, IP, corporate employment/HR, and regulatory matters.  He is a senior advisor to management and boards of directors on operational and strategic issues.  

David Brill took time out from his busy schedule to share some of his thoughts with Amy Lemel about how law firms and legal service providers can be of most value to their corporate clients.  David is in a position to speak from his own vantage point at ACC-GNY as well as that of its member corporate companies. 

How have you seen the role of the General Counsel change in the last few years?

The role of the General Counsel has evolved in the last few years as General Counsel are increasingly seen as strategic business advisors to both senior management and boards of directors and have an active role in legal and operational issues affecting their companies. General Counsel are now more focused on running legal departments like business units with a greater focus on efficiency, cost control and managing their P/L’s. In-house lawyers are increasingly handling more work internally and General Counsel are making more strategic hires to bring core competencies in-house. For example, some companies of varying sizes are hiring litigators to not only provide litigation support but also to provide pre-litigation advice to their business colleagues and weigh in on litigation risks in corporate transactions.

As a GC, what two or three issues keep you and your member GCs up at night?  And how can your law firms help? 

While there are many issues that keep General Counsel up at night, three issues that rise to the top are: (1) risk management; (2) increased regulatory risk; and (3) the increasingly global nature of our businesses.  

Among a General Counsel’s many tasks, advising senior management on risk across the enterprise, foreshadowing potential risks and overseeing and responding to regulatory matters are some of the most critical issues facing General Counsel today. Some of the most effective strategies law firms can employ to assist General Counsel is to proactively update their clients on matters that relate to our business. Examples of this include impending regulatory changes, court cases and litigation that affect our businesses.  Additionally, for acquisitive companies, outside counsel can keep their General Counsel clients apprised of different structures being employed in acquisitions, macro trends in their industries as well as what they see as market regarding deal terms. A key for outside counsel to add value is not only to provide high-quality work, but work product in form and substance that can be easily deployed by General Counsel.

What do ACC member GCs have in common? 

A great thing about the Association of Corporate Counsel is that by having its membership consist solely of in-house lawyers, it creates a place where General Counsel can interact with their peers across business lines and organizational size. While ACC’s member General Counsel face similar challenges whether it may be regulatory developments, pressure to reduce outside legal costs and higher levels of accountability, member General Counsel are able to leverage ACC’s wealth of services including Chief Legal Officer Roundtables, benchmarking tools and white papers on a variety of topics. General Counsel benefit from ACC’s community of Chief Legal Officers as a forum to discuss best practices in law department management, enhancing the partnership with outside counsel and other timely issues facing General Counsel. 

How have you addressed concerns of C-Suite or the Board regarding the level of outside legal fees? 

Outside counsel spend is something that the C-Suite is acutely focused on and one of our roles as General Counsel is to show the value of the work product provided. Both the C-Suite and the Board want transparency about costs, which takes the form of budgets for corporate transactions or major litigations, fixed-fee arrangements and to leverage law firms across size and geography to receive the most value for outside counsel spend.  Personally, it starts with evaluating the type of matters we have and where we will get the best work product and value for our legal spend. Legal matter management requires a creative approach and I am an advocate of leveraging regional firms and boutiques where we can get high quality work at more competitive rates.  Of course there are complex matters that require the breadth and depth of large firms and there I have implemented rules for billing discipline which include not paying for 1st and 2nd year associates and insisting that matters are staffed appropriately.  The partnership with outside counsel remains critical and I believe that open and frank conversations about my expectations when retaining an outside firm is key to a successful working relationship. 

How do you like to receive content and what type of content do you believe is most in demand from law firms? 

While valuable content comes in multiple forms, there is a preference among my peers for electronic material that is easily shared with other members of the legal department or certain business colleagues. While a general summary on a broad topic is helpful, an executive summary of why the content is relevant to me is particularly useful. Some examples include, bulletins from regulators that affect or potentially affect our business, pending legislation or matters up for comment where we may have an opportunity to advocate for a particular outcome. 

You have vast experience in M&A.  Do you have a story that you would like to share about working with opposing counsel?

A number of years ago I was involved in an ongoing acquisition where I inherited outside counsel. The deal was far enough along that a change was not practical. As the transaction progressed, it became clear that counsel for the seller was superior. At the time it was a source of irritation, but after the transaction closed, I made a note to myself that given the opportunity I would retain opposing counsel. Several years later, I did another acquisition in that jurisdiction and reached out to the attorney representing the seller and retained her. Having watched her overall demeanor and her skills in negotiating and reviewing multiple drafts of deal documents, I was confident she would do an excellent job for us. We retained her and she and her firm did an excellent job representing us in a challenging transaction. The moral here is that in-house counsel are always scrutinizing work product and where outside counsel adds value. 

Before serving ACC as past-president of the Greater New York Chapter and current chair of the Corporate and Securities Committee, you held positions with securities related firms as well as Thomson Reuters.  Tell us about your experience and how does that help ACC and its members? 

I’ve been fortunate to be in-house for almost 15 years and my experience working in both a dynamic public company and growing private companies give me a broad perspective on issues facing large and small legal departments. In particular, I’ve had extensive experience in securities law and M&A from forming a broker-dealer to spearheading a variety of domestic and global acquisitions. As past-president of the Greater New York Chapter, I leveraged my varied in-house experiences to lead the chapter to winning the Chapter of the Year award where we were recognized for our innovative programming and service to our members. As chair of the Corporate and Securities Committee, working with our law firm partners we will endeavor to have cutting-edge programming handling timely issues affecting our membership. 

What would you like us to know about you personally? 

I believe a good work-life balance is key to performing at a high level both inside and outside of work. I am very active, and enjoy playing basketball, skiing and CrossFit. An avid sports fan, I am a longtime New York Rangers and New York Jets fan.  I had the good fortune of attending Game 4 of the Stanley Cup last year and still hold out hope that the Jets will win a championship in my lifetime. 

Amy Lemel is Director of Marketing & Business Development for the Metropolitan Corporate Counsel and an independent marketing consultant specializing in professional services

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