Adrianna Bisogni, the general counsel at McMillan Shakespeare, talks about how a lawyer needs to balance providing advice on what they know with listening to experts in unfamiliar fields.
How did you come to be the GC in your present role and what advice can you offer to aspiring in-house lawyers/General Counsel?
I joined McMillan Shakespeare after being ‘tapped on the shoulder’ by my now-boss who worked with me when I was GC of IOOF . Building the trust relationship within the corporate is key and the reputation you build within the organisation is as significant as the reputation you build outside it.
The other advice I would offer to those who wish to work in-house is that, while what you know is important, recognising what you don’t know is crucial. There is no shame in a skilled lawyer admitting that they lack knowledge in certain subject areas. Trying to bluff your way through advice in the corporate context is especially perilous. Unfailingly, any lapse will eventually be detected – by your successor, external advisors, auditors or the regulator.
The role of the General Counsel is diverse and multi-faceted. In light of the James Hardie case, where/how does your GC role fit in with the business?
To a great extent, where the GC role fits within any particular business is a matter that should be clarified with both the CEO and the Board. In my experience, chairs have different expectations of the role of the GC and where that role sits with management.
The most recent governance principles require that the company secretary of a listed entity report directly to the Board and the GC is often lauded as the ‘conscience of the Board’. The reality for most GC’s is that the GC operates within the business and reports to either the CEO or CFO. The expectations of all parties need to be carefully navigated.
In your opinion, what do you consider to be the main challenges you face in your particular industry sector in the year ahead?
As with other sectors, ours faces the challenge of complex and ever changing regulation. Given legal departments within corporates are often lean operations, this absorbs most of the legal resource giving rise to the danger that the legal department adopts a reactive approach rather than a more proactive role in the business.
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