On LinkedIn, REI Associate General Counsel Jolene Wall describes herself as a “strategic business partner” and recommendations from her peers say she is “skilled at building consensus among stakeholders,” “a very strong and adaptable professional,” and “a refreshingly direct and intelligent presence [in] a ‘tough’ crowd.”
I spoke with Jolene, who also served as REI’s interim GC this past year, about how she effectively works with other departments at a company with more than 10,000 employees.
1. Don’t tell your business partner “no.”
“Obviously the legal aspect of our job is paramount to what we do – that’s why we’re here, but I’ve always viewed my job as the business partner committed first and foremost to the success of the business,” Jolene says. “It’s not uncommon that I include in a conversation with a business partner: ‘I’m going to take off my legal hat and give you my business perspective.’”
When there’s a legal concern about a certain business tactic or project, she never says “no.” At the end of the day, the business owns their decisions but they need to have a holistic understanding of the risks and rewards associated with the project and she believes it is her job to help educate them – on both legal and business risks. To do this, Jolene will help her colleagues think creatively about how they can get the same end result within the bounds of business and legal parameters.
“I’m going to take off my legal hat and give you my business perspective.”
“The answer is always ‘yes and…,’” Jolene says. “If the answer is that you can’t do something, make sure you help them understand why and then always give, or help them come up with, alternative solutions that work.”
“I make sure the company meets legal requirements but I also ensure that we are meeting the business objectives at the same time,” she adds.
2. Internal relationships will make or break you.
“If you don’t have a trusting relationship with your business partner, the last thing they will want to do is talk to the lawyer,” says Jolene.
When asked how in-house counsel can build strong relationships with their business partners, she answers: “Time. Your time.”
When Jolene first started at REI 10 years ago, one of the first things she did was sit with one of the business units that she supported at least one day a week.
“Don’t hole yourself up in your office,” Jolene says. “It’s easy to sit in your office at your computer, but it really makes a big impact on your success as in-house counsel if you don’t.”
Jolene tells her team to mix up the dynamics as well: get lunch, go for a walk around the block, or grab coffee with cross-divisional partners. She adds that it’s important that this time isn’t always focused on the work at hand.
“Take the time to connect with your colleagues on a deeper level than knowing what they do at work.”
“Take the time to connect with your colleagues on a deeper level than knowing what they do at work,” Jolene says. “Everyone leaves the office to return to another life that isn’t REI-centered. Do they have kids? Are they involved in their community? What do they like to do outside of work?”
“And don’t feel like you have to hide everything about your personal life at work,” she adds.
Jolene says that her colleagues really know her – they know about her kids and her spouse, what her and her family spend their free time doing. They know more than her face, name and role at REI.
“Getting to know my business partners on a personal level helped build a sense of my being part of their teams,” Jolene says. “They trust that I’ll do whatever it takes to help them succeed because I care not only about the business but about them as individuals as well.”
They also know that she and her team won’t create blockers to keep a project from moving forward.
“It’s important that we’re in the loop on big projects so that we can help anticipate risks or potential obstacles early in the process,” Jolene says. “It is not uncommon that our business partners invite us to key meetings, because they trust us and they know that we’re not going to create blockers for the project. They know our goal is to be better advocates for them and the work that they are doing.”
She says this trust also helps her be more effective in her role, because her colleagues feel safe providing her with feedback.
“Feedback is always welcomed and appreciated,” Jolene says. “My job is to help the business move forward so if a business partner has feedback for me about what worked well, what hasn’t work well, and what I or my team could have done differently, it helps me be a better business advocate and lawyer.”
3. Create a process for working with legal.
“It is imperative that business units think of us as a team member.”
The legal team created a document titled “Getting the Most out of Working with REI’s Legal Team,” which she gives to new cross-divisional partners when she meets with them.
The document outlines the legal part of the relationship and the business part of the relationship.
The role of the legal team is:
- We would like to get to know you, and build a relationship.
- We like to attend key business and staff meetings – it builds our knowledge of the business, builds trust, and gives us context so we can better help you.
- We are better able to help if we get involved early.
- Our goal is to help you implement plans in a risk intelligent way – we are not about being a roadblock.
- We need facts to give us critical context for the law – that’s why lawyers ask so many questions.
- We’ll do our best to provide clear guidance, answers and/or recommendations to inform your business decisions (in RDM/RASCI speak, we are an “S”).
- We find that phone calls or face-to-face discussions (rather than emails) can frame the discussion, remove roadblocks, and speed resolution.
- We’ll return calls and emails promptly – even if just to say let’s figure out timing.
- We can put together training on legal topics for you – and we’ll also look for those opportunities on your behalf.
- We like ongoing feedback – tell us how we can work with you better.
- Our professional/ethical duties are owed to the co-op, as represented by the Board and executive management. We are duty-bound to keep the broad interests of the co-op first.
The document also outlines what the legal team expects of the business team:
“It’s important that we’re in the loop on big projects so that we can help anticipate risks or potential obstacles.”
- Treat us like we are part of the team – engage with us on a regular and ongoing basis, and build the relationship.
- Engage us early – if a course correction is advisable, it’s easier to do before a deal/project has gathered lots of momentum.
- Own your deal/project and take an active role – and know that we are here to help you achieve your business objectives.
- Be accountable and familiarize yourself with the REI Chart of Authority and Contract Review Policy.
- Understand who the decision maker is and the criteria for the decision. Know your key stakeholders – and involve them along the way as appropriate.
- Be aware of other business units that may be impacted by your decision or by anticipated contractual obligations; consult with them in a timely manner.
- Allow reasonable time in the project schedule for advice, review, negotiations, and/or related work.
- Communicate the specifics and provide context around the big picture – much of what we do depends on those things because we have a duty to put the co-op’s broad interests first.
- Read – if it’s a contract or some other document, please read it before asking us to review it (even better, add comments or redline proposed changes); if it is a notice relating to a legal claim or litigation matter, please understand your obligations. Contact us if you have any questions.
- Do your best to understand the general legal environment relevant to your division, area, or discipline – it’s an integral part of doing business and an essential part of your job.
- Make yourself available when working on a deal/project with us.
“My goal is to put a process in place at the front of a project to avoid anything popping up as a problem on the back end,” Jolene says.
“I want to help business partners understand where we’re coming from on the legal side so that we can work together in a productive and efficient way,” she says. This not only saves time, it also has financial benefits.
“My goal is to put a process in place at the front of a project to avoid anything popping up as a problem on the back end.”
“The age old reputation is that legal is the big black box and things get lost there,” Jolene adds. “That’s the last thing that we want our business clients to view our department as.” So for example, to help expedite the contract review time, Jolene shared that she and others on her team educate the business teams on what the legal team needs from them and also provides them tools upfront to handle certain things themselves.”
Part of this education includes identifying portions of an agreement that are truly legal issues versus what are the business terms. It is also important that the business understands the implications of the legal terms of an agreement, for example, what ‘indemnification’ means, how it can impact them, and what it means to the business as a whole.
“We give them the ability to quickly articulate REI’s legal point of view without having to pull in the legal team,” she says.
Jolene advises business units that they can expedite the legal process by first doing the following before sending a contract for review:
1. Read the contract and have a keen understanding of what it is you’re sending for review.
2. Provide comments and/or highlight areas of concern.
3. Tell me when you need it.
4. Take care of the fire drills but make sure they don’t happen again.
The third question (“tell me when you need it”) is more nuanced than the others.
“Everybody needs something done yesterday,” Jolene says. “I’m transparent about what’s on my plate and who else is waiting on something, so that everyone is clear on expectations and turnaround time. My business partners typically understand that they need to provide legal with a project as quickly as possible, and we can work together to find a date that works for both of us.”
“I’m transparent about what’s on my plate, so that everyone is clear on expectations and turnaround time.”
But of course, there are real fire drills that cross her desk.
“A classic example is a business partner says, ‘I have a 50-page contract that needs to be reviewed today because we’re going to sign it tomorrow.’ That doesn’t work very well, especially if there are exhibits and attachments I don’t have,” Jolene says.
How does she not say “no” in a case like this? Jolene handles this one of two ways: 1) She sends the contract to outside counsel, or 2) She puts a letter of agreement or memorandum in place that documents the key deal points so that the partnership can move forward while she supports her business partner in negotiating the contract. She also ensures than an NDA is in place.
“We create a short-term bandaid to get the end result without putting the contractual relationship at risk or signing something that doesn’t accurately reflect the intended business relationship,” Jolene says.
“More often than not, if they need it yesterday, it’s because they have been sitting on it,” she says. “It happens, we are all human and get busy. My job is to do the best that I can with the time that I do have.”
Again, trust plays a key role in her ability to be successful. Jolene says she’s empowered to have a conversation with the person after the fire drill is over and talk about what could have been done differently the next time around. Including the amount of time needed by the Legal team to provide their review.
“I’m clear with them that their procrastination doesn’t lead to an emergency on my desk,” Jolene says.
5. Assume everyone is well intended.
Jolene says that mutual respect is critical at any company and in any department.
“I try to view everything through the lens that we’re all trying to push the business forward in a meaningful and productive way,” she says. “Making the assumption that everyone is well-intended goes a long way.”
“I’ve found that at REI, unlike other places, everyone really, truly is well intended,” she adds. “So when things get stressful, or there’s a time crunch, I try to remember everyone is pushing for the same thing.”