Managing Through Crushing Litigation and Disruptive M&A

Strategic Advisor and Coach Mike Williams, formerly EVP, CLO & Secretary of Staples, Inc., is joined by Lisa Ropple, Partner, Practice Leader Cybersecurity, Privacy & Data Protection of Jones Day and formerly VP, Associate GC of Staples, Inc. to discuss how to effectively and efficiently manage multiple high-profile matters and/or large strategic transactions simultaneously. Overseeing litigation and supervising deals — mega-mergers, failed say on pay votes, activist shareholders, data breaches, or multi-billion-dollar divestitures — are part of an in-house lawyer’s DNA. Certainly, any one of these issues can be handled in due course, but dealing with a number of them at the same time can be overwhelming when in the midst of it all

Below are highlights from the webinar. To learn more, the video recording, slide presentation, and podcast are available on this page.

Mike and Lisa encountered a number of significant litigation and government enforcement matters during their in-house careers, including matters that were making headlines in the U.S. and the E.U. During that time, they also confronted high-profile cybersecurity incidents that were not technically part of their job description. Having faced these demands head-on, they now share some of the battle-tested lessons that they learned and practical tips to help navigate and manage crises.

“Know thyself”and thy organization— assess, assess, assess.

It’s imperative to understand what you and your department are capable of handling when litigation and large-scale strategic transactions arise. Do you have what it takes, for example, to handle a data breach, an activist shareholder campaign, and a mega-merger all at the same time? Start off by assessing yourself and the organization. This will allow you to determine how to best handle different types of events. Most important of all: be honest and be critical.

“The first question that I ask myself is what is my experience in the area. Secondly, who in the legal department can help me navigate these problems. The third question to ask yourself as a sitting GC is who have we retained — and is on speed dial.”
— Mike Williams

Do you know your audience and what they need to know?

Different audiences need to be addressed and kept informed differently based upon the issue at hand. The audience for a mega-deal may include the CEO, CFO, Board of Directors, customers and others, while the audience for big-time litigation can be quite different. Understand that not all audience members are equal and some are more equal than others. Be aware that not all audience members need to participate all the time, so be disciplined. Appreciate your audience’s perspective because perception is reality.

“If you have a data breach, everyone in and outside of the company will want to know about it. Figure out who really needs to be involved. Whether they say so or not, each individual has a question about their personal exposure or the potential impact of the incident on them. Put your antenna up and try to address the perspectives of the different constituencies in a way that allows you to build trust and confidence with each of them.”
— Lisa Ropple

Adopt these behaviors and attitudes to get you through it.

How we act and interact can make all the difference. Managing a variety of multiple high-level events can be made easier by investing in these hard-earned tips that Mike and Lisa learned over the years. They will help you keep your sanity and make you a successful legal leader:

1. Fix the problem, not the blame.
   1. Don’t engage in the blame game.
2. I would rather do it right than right away.
   1. Set and maintain high standards for yourself in everything you do.
3. When given a task, look at your watch and not your calendar.
   1. A good plan executed today is better than a perfect plan executed tomorrow.
4. When you are dying of thirst, it’s too late to think about digging a well.
   1. Be proactive, think ahead, and look around the corners.
5. When the customer asks you what time it is, don’t tell them how to build a clock.
   1. Efficient communication is key.
6. Trust your people to do their job.
   1. Do not micromanage them.
7. Set and maintain your priorities.
   1. “If you are working from your Inbox, you are working on other people’s priorities.” Donald Rumsfeld
8. Even monkeys fall out of trees.
   1. Everyone makes mistakes. Admit your mistakes, learn from them, but do not repeat them.

Mike Williams and our team of professionals are happy to help accelerate the initiatives that you’re already pursuing or to supplement your current strategic thinking to help you realize your vision. Please reach out if you or your organization may benefit from our recruiting, leadership development and coaching, or legal and compliance department consulting services.