My Approach

At heart, I believe that directors solve high-level business problems — at least I do. Typically these problems involve questions of business strategy and leadership as well as advising the CEO on management and tactics. And the job of the board is to sort through the facts, assumptions, and courses of action and help the CEO know what to expect and to balance the risks inherent in that analysis. In my decades as a corporate lawyer, I was usually asked to solve problems before they came up, such as when structuring a deal or drafting a contract, but sometimes I had to solve them afterwards, by negotiating a workable outcome or litigating when the incentives line up against reason.

But I’ve often said to pre-law students that they should think of law school as an education, not a vocation. What do lawyers really do? We analyze and define problems — you have a tax problem or a corporate governance problem or a signature problem, not just a “problem with this contract.” We identify sources of risk, and when we really understand what we’re doing, we point the way toward alternatives for managing certain risks by substituting different risks.

This experience, this mindset, is what I bring to boards.

I confront business problems by identifying and defining them, determining the constraints involved, making hardline judgments, and thereby describing a solution space. By examining the different dimensions of the possible solutions, I create opportunities for organizations to understand and decide what risks they want to take and what risks they want to avoid. It’s the board’s job to weigh the tradeoffs inherent in every set of alternatives — and then I go the extra step to help make sure that those choices get implemented. When I engage in this level of decision-making, I make company-specific recommendations about those decisions based on industry experience, personal knowledge, and full-spectrum intuition. In fact, it was my willingness to make considered business recommendations for clients that signaled to me that I was different from the long-lived litigators and skilled corporate lawyers — I understood management and leadership then, not just law, and my business skills have only grown over the past 20 years to surpass my legal skills.

Ultimately, my core skill in service to companies is decisiveness: I structure problems and define viable solutions to create opportunities for decisions.

Other notes

• Since someone will ask, I’m making a flat policy: nonprofits get a 20% fee reduction.
• If these plans don’t fit your needs, I will certainly try to make  recommendations. I am happy to answer general questions in the context of blog posts, open Q&A (don’t send me any information you want to remain confidential), and in public forums such as Quora, LinkedIn, or even Twitter.
• All plans are billed quarterly in advance. That’s the termination/cancellation timeframe. If you retain me, I make sure my schedule has enough open time to provide you the services we discuss. That means I don’t double-book my time. That’s what availability means: you get more, I take less.
• Guarantee: I’ve used a version of the H&K Commitment to Corporate Counsel fee guarantee in the past. I said I’d accept any fee decision made by a client if there was a dispute. Sometimes that meant that we’d no longer work together; sometimes it meant we clarified things going forward. As I see it, if we’re working together under these new models, we already know each other and we’re already clear that we’re of the same mind.