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In-House Counsel: Where Prioritization Outweighs Perfection

Nov 23, 2015
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Jessica Morgan discusses her areas of responsibility as vice president of Legal for Boulder Brands, a public company that owns a variety of food manufacturers. Jessica oversees a team of regulatory experts, manages outside counsel and company’s intellectual property portfolio, negotiates contracts, and continues to automate as many legal processes as she can to save and make her company money. Jessica is a graduate of the University of Colorado Law School.

Transcript

Host:

From Law Hub, this is I Am The Law, a podcast where we talk with lawyers about their jobs to shed light on how they fit into the larger legal ecosystem. In this episode, Debby Merritt interviews an in-house lawyer for a food manufacturer who helps her company save and make money.

Debby Merritt:

We're joined today by Jessica Morgan, a 2012 graduate of the University of Colorado Law School. Jessica is Vice President of Legal at Boulder Brands, a publicly traded food manufacturing company with brands like Smart Balance and Glutino. Jessica, you landed in-house without first working for a law firm, which is somewhat unusual. Why did you choose that path?

Jessica Morgan:

When I graduated from my undergrad, I'd studied business and fully intended to kind of practice in the business arena, and after about seven or eight years doing various things in the business realm, the opportunity to go to law school sort of popped up for me. I had a vision going into law school that I really did want to end up in-house, I just felt it was a great fit for me to be more of a generalist, being able to really draw on my business acumen that I developed over the years before going to law school. In my time in law school, I explored different things just to make sure that that was really what I felt strongly about. So I felt like I did a nice sampling of a few things, but really felt strongly through law school and then as I neared graduation that in-house really was the best fit for my skills and interests, so I pursued that pretty aggressively.

Debby Merritt:

Now, how did you persuade a company to hire you so quickly out of law school? Traditionally, companies have hired in-house lawyers only after they've had several years at a firm.

Jessica Morgan:

My first job out of law school was actually in a quasi-legal role, so it was intended to be kind of split business and legal. They were really interested in the fact that I had some business experience and they had some legal needs, but that wasn't going to be sort of the focus of my position. But I took the job knowing that that would at least get my foot in the door and allow me to have something on the resume that was in-house even though the legal side of things wasn't my primary responsibility when I took the job. Then I was able to actually leverage that into the role at Boulder Brands, which it was a very startup environment here, and so I think that they valued that I had some business experience in my past.

And they saw from my resume and the courses that I sought out or the activities that I was very serious about being in-house and trying to be as well versed in the issues relevant to an in-house position as you possibly can be without having years of firm experience. And I think they really saw value in having someone that had a very practical approach to legal issues in a company. I think it can be equally hard to leverage into an in-house position if you have really specialized skills. This company was interested in someone that had pretty broad generalist sort of point of view.

Debby Merritt:

I've actually noticed a little bit of that in terms of the career paths of my own graduates, that some companies are now hiring people right out of law school because they're finding that generalist approach, especially if the person has the kind of business background you have, and they don't want the person who spent five years at a big corporate firm because they're very specialized and not what they're looking for.

Jessica Morgan:

I would actually absolutely agree with that and I'm seeing that here. We're located, headquarter in Boulder, Colorado. There are a number of companies here that have hired my peers. Maybe they've had a year of firm experience, but some without firm experience at all, for that reason. They've got a senior attorney that's running the department, but they want someone that can quickly learn a variety of different things and they're willing to train in certain areas, but they're really focused on flexibility and curiosity.

Debby Merritt:

Jessica, despite this trend, you did bring some rather unusual experiences to the workplace when you graduated from law school. Tell us a bit more about the type of business experience you had.

Jessica Morgan:

It's funny, I don't have just one sort of experience. I kind of had a spiderweb approach to my career prior to law school. I started out in a consulting firm in Boston doing IT consulting of all bazaar things. It allowed me to leverage into a product and project management role, that's really kind of where I stayed throughout the rest of my pre-law school career. So I worked in publishing, doing more of marketing project management, and then I actually ended up in the real estate development field. So I was working for some large developers that owned hotels throughout the United States and we would develop the project with them and then do a lot of the licensing work. So we built Ritz Carleton Hotels, so I dealt a lot with Marriott Corporation that owns Ritz Carleton now doing a lot of licensing deals, real estate deals. So that's actually where the light sort of went on for me for law school thinking, "This is really interesting and fun to me." It just segued into the law school experience.

Debby Merritt:

Tell us now how you've put that into play. What kinds of things do you do day to day?

Jessica Morgan:

Well, it changes every day. I would say the general sort of buckets, one of the big parts of my job is managing our regulatory department. So we make food products, so we're governed by the USDA and the FDA. We have manufacturing facilities, so we've got OSHA issues, health and safety issues. So the regulatory and compliance side of the work that I do is the most varied and I think can be really interesting. I have a couple of employees that report up to me that work on our labels, making sure they're compliant and that they're not deceptive.

That sort of spans out to advertising. How do we talk about our products? Our websites? Making sure that we're not running afoul of FCC regulations. I work on a lot of our HR issues. So we have internal manufacturing and then we also manage external manufacturing partners. So we have a lot of employees that work in manufacturing facilities and then corporate employees as well. We have a board of directors because we're a public company, so there's a lot of executive comp issues and just general comp issues that I work on.

Debby Merritt:

In both of these areas, I suspect that you work with a number of non-lawyers that, as you mentioned, there are some people who report to you on compliance, and there may also be people who do HR. How does that interaction go between lawyers and non-lawyers in a company who are working on law-related issues?

Jessica Morgan:

Our regulatory and HR people are just fabulous. In a lot of ways, it's sort of like the relationship that we have with our outside counsel experts on certain issues. There's no way as an in-house lawyer that you can be deep and versed on every issue. You understand the issues globally and you become an expert at issue spotting, but you really rely on your partners in the company to be the deep subject matter experts. I rely on my team to be up to date on how regulations are changing or what's going on, and then I do additional training to make sure that I am comfortable that they're on top of things, but really it's a partnership and they're teaching me more than probably I'm teaching them because they're versed in it every day and really working with the issues on a granular level,

Debby Merritt:

You mentioned that this is similar to your relationship, in some ways, with outside council. That must be a third bucket that you work in, your relationship with outside council.

Jessica Morgan:

For example, we rely on our outside council for litigation and a lot of our securities work. As a public company we take those two areas very seriously. They are the deep subject matter experts. We rely on them to really get granular but report up to us and then we work with them on kind of decision making. Ultimately, we make the decisions with our business partners on which direction we want to move with something or if there's a risk associated. Our job as the in-house team is to really educate our business partners and our CEO and the board in their decision making, knowing what risks are out there, what the legal ramifications might be.

Debby Merritt:

Do you find that the outside council are too cautious? From a business perspective?

Jessica Morgan:

We've carefully selected our outside council. They are very practical. We've worked with folks in the past that aren't and we tend to not work with them again. We're not afraid of paying bills and we're happy to pay for very good work, but if answering a simple question becomes a full scale memo unnecessarily, we're probably not going to work with that firm again. Over the years, we've worked with the same people on a daily basis. Once you really find that good partner, it doesn't make sense for us to really shop legal services around if we're comfortable with what we're getting.

Debby Merritt:

So you don't do those beauty contests for representation? You've found people that work well for you.

Debby Merritt:

People in the legal field talk about how power has shifted over the last generation from law firms to in-house counsel, that you're really in the power seat now deciding who gets the business. Do you have that perspective and if so, how do you feel only three years out of law school calling the shots?

Jessica Morgan:

I would tend to agree with that, especially in a company our size. I mean, we have a pretty sizable legal spend. If we don't enjoy working with a firm or don't feel like we're getting good quality work, that could be a sizable amount of business that we would move away from a firm. So there is some element of, "Power," in that. I think that you can have a pretty deep understanding quickly of how you're going to work with someone. Even though I might not have extremely long tenure outside of law school, knowing the chemistry and the quality of work that we're getting out of a firm typically becomes apparent pretty early. We need someone that understands our business deeply and we don't have to kind of reiterate the same points over and over, but we can pick up a call and have a pleasant conversation with, but that quickly gets to the point. Those are the firms that are very valuable to us.

Debby Merritt:

Moving back to your job, in-house, tell us about some of the other buckets of your work. I think we've covered regulatory work and supervising outside counsel. What else is making up your week?

Jessica Morgan:

We have a pretty robust intellectual property portfolio, so keeping up with our trademark filings, and licensing agreements, trademark agreements related to advertising. It's not as time-consuming, but it's really fun and there's a lot of interesting issues there. A fair bit of co-branding with other companies, so there's a lot of actually in-house to in-house interaction there, which has been really fun over the years.

Debby Merritt:

That sounds like a particularly interesting aspect of your work. Give us an example of how you've worked with in-house council at another company.

Jessica Morgan:

A pretty recent deal that we worked on was with Pizza Hut and it's public now so I can talk about it. But we did a big co-branding project with Pizza Hut. So Pizza Hut started using our gluten-free crusts that our Udi's brand makes and markets. We worked with the folks over there for months and months and months. You really want to establish a cordial and proactive relationship because your business partners want to get a deal done. You don't want to be the roadblock, but at the same time you need to make sure that both sides are protected in the way that they need to be. You can't just come in as an adversary from the get-go, entrenched in your point and not willing to move, because at the end of the deal you need to get a deal done. It's not litigation. You want to come out with something that both sides feel happy with.

Debby Merritt:

It sounds like one of the things you really like about your job is the variety.

Jessica Morgan:

I really thrive on that variety and having ... each day really is quite unique. You have to be flexible or you'll lose your mind.

Debby Merritt:

So what drives you crazy about your job? What's the downside?

Jessica Morgan:

I would say volume. There's just so much going on all the time. Lawyers, just by nature, are very fastidious, and type A, and you want to have everything perfect, and you don't want there to be anything left undone. And as an in-house lawyer, I think you have to give up on a little bit of that and sometimes give yourself a break, because dealing with the volume is just too overwhelming. You just have to be a ruthless prioritizer. But that would be one thing that does get frustrating is I just wish there was more time in the day.

Debby Merritt:

So the old story that when you go in-house, you could work just from 10 to five, no longer holds?

Jessica Morgan:

I think that is a myth. From what I understand from other in-house lawyers they would also agree that that's a myth. I think that those jobs still are out there, but my experience and the folks that I talk to, you're not at the whim of clients necessarily. Maybe you get to be more selective about when you work. You can plan your work a little more predictably. I do think that's a benefit of being in-house, but I still think it's on par with any law firm as far as the hours go.

Debby Merritt:

And you're with an exciting company that's growing and doing new things. I think it would be hard to put the work down. It sounds fun.

Jessica Morgan:

Yeah, it really is.

Debby Merritt:

In fact, you mentioned earlier that there's a bit of a startup mentality at your company. Tell us a little bit what you mean about that.

Jessica Morgan:

Our company has really grown through acquisition. When I started, which now is about three years ago, we were in a small little house actually, a few miles away from our big corporate office now. We were in the process of doing one of our bigger acquisitions, and so that was actually why I was brought on was kind of to help with that. There was a lot going on there. With that, having this sort of acquisitive nature, we acquire a lot of brands that have folks in there that are just entrepreneurs at heart. They want to try things, they want to take risks on different things, and that's just been a characteristic that's very valued here. Our former CEO, that was something that he just drilled into everyone, was to really have that entrepreneurial spirit and try to think outside the box and be the fastest to market and really push on some of those things that conventional food companies can't do.

We also actually established, about two and a half years ago, a small venture capital fund inside the company modeled after the Google Ventures model where the company set aside some money, and we have actually another partner in the fund, and we do small equity investments in other startups. The theory and the thought has always been to number one, stay connected to entrepreneurs that are just in the very beginning stages of growth. But then number two, it could be a breeding round for companies that we may want to acquire in the future. So you get some off the wall things that come your way to evaluate, but it makes it really interesting and there's a lot of passion behind it too, which is great. But with that too, you need some disciplining mechanisms too, which is something that we've had to work on in the past as well.

Debby Merritt:

We've talked about a lot of the areas in which you work as in-house council. What else rounds us out? We've got IP, we've got supervising, outside counsel. Tell us about any other aspects of your job.

Jessica Morgan:

I'd say the other area that really takes up a bulk of my day would be just general contract negotiations. We work with external manufacturing partners, ingredient suppliers, marketing agencies, any vendor/supplier relationship you can think of, we probably have. The contract side of that is something that I'm working on all the time. We do have a lot of standard form contracts. I think that's one of the tricks of the trade for the in-house lawyer is to get really great form agreements that you can empower your business teams to negotiate, and then when they get stuck they can come to you, or if the other side requests changes. There's a lot of great contract management software out there. We're in the process of rolling out a contract management program.

Debby Merritt:

So lawyers today have to understand not only how to create a contract from scratch in case that is something they need to do or they need to evaluate a new contract, but also how to work efficiently with form contracts and modifying those contracts.

Jessica Morgan:

Absolutely, and I think that's a really important part of being successful in-house from what I've observed, is that project management piece. Something that I think every in-house lawyer deals with is just the little details of, in the end, is the contract signed by both parties? Seems so ridiculous, but things are moving quickly and if you don't have a system or a process for making sure that little details like that get taken care of, all your hard work negotiating a beautiful document sort of goes out the window if you don't have the management piece set. And we rely on our paralegal, who is fantastic, but automation is just huge for some of these very standard things. There's no reason to be taking additional resources if there's an automated way to deal with it.

Debby Merritt:

We used to live in a world where each company negotiated only a small number of contracts a year and people actually met in a room and signed them. But when you're sending things out by fax and email and people are signing at different times there's got to be a way to manage it all.

Jessica Morgan:

Yep, exactly.

Host:

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