A Chief Lawyer’s Guide to Launching a Legal Department

Stephanie Harris Issue 09 - Jan/Feb 2014, Legal Leave a Comment

General Counsel Mark Stachiw is NxGen Partners’ first in-house lawyer. Here, his recipe for startup success.

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By Stephanie Harris

Mark Stachiw knows a thing or two about being the first lawyer for an organization, having found himself in that position several times throughout his career. Currently Stachiw serves as Managing Partner, General Counsel and Secretary for NxGen Partners LLC, a startup private equity fund comprised of a number of senior executives from Fortune 500 companies. In this role, he is the company’s first General Counsel.

Prior to joining NxGen Partners, Stachiw served as the Vice Chairman, General Counsel and Secretary for MetroPCS Communications Inc., a $5-billion New York Stock Exchange public listed wireless telecommunications company in Richardson, Texas. He joined MetroPCS as its introductory in-house lawyer in October 2004, and was responsible for all legal, regulatory and external affairs for the company’s 14-state operations. In early 2013, MetroPCS combined with T-Mobile USA to form T-Mobile US Inc. Stachiw left the company after the acquisition was complete.

Before he supported MetroPCS, Stachiw acted as Senior Vice President and General Counsel of Allegiance Telecom Co. Worldwide, a $1-billion wholly owned subsidiary of Allegiance Telecom Inc., which had operations in 20-plus states; here he oversaw legal and state regulatory affairs. And prior to Allegiance, Stachiw was the Chief Legal Officer for Verizon Wireless Messaging Co. (formerly AirTouch Paging), the third largest national wireless messaging company, with operations in more than 40 states and Canada.

While in college, Stachiw worked as a Computer Systems Analyst and became involved in starting and growing several startup firms, including a software company that developed several packages for business. As a result of Stachiw’s experience as an undergraduate entrepreneur, he concluded that he wanted to launch and grow a legal career working in house rather than at a private firm. After receiving his juris doctor degree from the University of California – Davis, Stachiw immediately began his legal career with Pacific Telesis Group, a Regional Bell Operating Co., and he has worked in the telecommunications industry ever since.

Stephanie Harris: Before joining MetroPCS in 2004, you successfully led legal teams at AirTouch Paging and Allegiance Telecomm. Can you talk about transitioning from established legal departments into a position where you were the first lawyer on the scene?

Mark Stachiw: The transition from either being in a large legal department—like Pacific Telesis—or leading a department—like at Allegiance and AirTouch—to being the first lawyer is not easy. Many of the internal legal support systems that you have in an established department from other in-house attorneys obviously are not available to you when you are a sole practitioner. For example, you do not have someone right next door that you can bounce an idea or a problem off.

Two things that made that transition easy for me are that I had an established network outside the company of lawyers I could talk to about issues that might arise, and I focused on being a practicing lawyer even when I was managing a department—not merely a manager. As a result, it wasn’t a difficult transition to go from a department where I was managing a couple of lawyers to being the sole lawyer.

My advice to lawyers who are contemplating becoming the first lawyer at an organization if to build a support network with other general counsel and outside counsel so that if you go “solo” you have someone you talk with and bounce ideas and issues off of. In addition, if someone is thinking of being a sole or first lawyer at an organization, I would encourage them to keep their practicing skills up since they will be very important in a sole practitioner role.

Harris: What did you do to prepare yourself for your role at MetroPCS?

Stachiw: Before I joined MetroPCS I learned through a study of the job description, discussions with senior management and MetroPCS’ public documents—such as their annual report, website and customer literature—what legal skills and knowledge were going to be necessary to be successful at MetroPCS. In doing so, I realized that the role initially would require a knowledge of securities law and corporate governance—something that I did not have much of at that time.

Therefore, before I joined, I asked some of my legal support system to provide me a primer on both of those areas. Learning these new areas of the law wasn’t a significant problem for me because one of the things I like about being an in-house attorney is that I get to learn about new areas of the law and become experienced in those areas. Indeed, this served me well, as my learning did not stop after I joined. Although I was an experienced telecommunications lawyer with almost two decades of experience prior to joining MetroPCS, the position nonetheless required me to learn a number of other areas of the law, such as intellectual property, financial transactions and consumer class actions, during my nine years with the company.

Harris: What were some of the first things you need to do to establish the legal department at a company from a strategic standpoint? 

Stachiw: There are a couple things you need to do when you are the first lawyer in a company to establish a legal department. First, you need to communicate with senior management. Out of these discussions, you should get an understanding of what your role is in the company and what their expectations are for your role. At the same time, you need to communicate with management your needs and what the special role as a lawyer within the company entails. This is also a checkpoint to make sure that the company is the right fit for you. For example, if management’s view of compliance is lax and you do not believe that you can change it, you should seriously consider whether you want to continue.

One of the things business people are often not that familiar with is the concept that the lawyer represents the corporation and not management. So one of the things you need to do when you go in as a first lawyer is make sure it is clearly understood who you represent, what you are expected to do and what does management see your role as at the company. Does management see your role purely to be a lawyer? Do they want you to have cross-functional roles in terms of both law and business?

At MetroPCS, for example, I had additional roles beyond just a Chief Lawyer. At times I was a Chief HR Officer and a Chief Corporate Developmental Strategist. You need to know what management’s expectations are of your role. That way, you can meet their requirements and at the same time make sure they understand your role in the organization.

The next thing you need is to understand what the business people want—senior management especially. One of the things I always talk to my team about it is that, as lawyers, we don’t have business power. We need to help the client achieve their goals, but what you don’t want to do is spend time doing things senior management ultimately is not going to want to pursue. You just don’t have the time. You need to understand from a senior management perspective what it is they want to do and get as close to them as possible to understand their business philosophy, what it is they are trying to accomplish and what is the mission of the organization, so that the legal work you do supports that effort.

With any in-house position, your clients are everybody from the officers down to first-level managers within the organization, and in many cases you have a broader breadth and visibility within the organization than senior management does. So you need to understand at a very significant level what senior management is expecting and what they want to have happen within the organization. So when you talk to a first-level manager, you are not only speaking as a lawyer but you are speaking as an intermediary for senior management.

Harris: How have you worked with executive teams to align strategies for your legal department with those of the company?

Stachiw_Mark_quoteStachiw: You need to be a good listener, learn the business and ask senior management what they are trying to accomplish and then build your team around the company’s objectives. One piece of advice I have for people looking to join an organization as a first general counsel is to understand that the business people are immersed in business problems, and what they want is to help to solve their business problems and find business solutions.

In many cases they don’t care how the business problem is solved, they just want it solved. If they have a problem, they want to know how you’re going to get it solved for them and not be an impediment for their particular way of solving it. So the more you understand the business and the more you understand their goals, the more likely it is when they propose something that is not going to work from a legal or regulatory standpoint, you can propose something that in fact is legal and will solve the issue.

The second thing I do is to start learning and understanding the language of the business because the last thing you want to do is be involved in something you really don’t understand. Understand the language, speak the business. The more you can understand the business and anticipate its needs, the better you will serve your client and the more you will be able to participate in helping them make decisions.

Harris: How have you gone about structuring a legal department, and what was your process for seeking lawyers to build your legal team? 

Stachiw: As an initial matter, in structuring a legal department you need to understand the business and where the issues are going to arise. There is no substitute for learning the business in order to figure out where the issues are going to arise and where you will need staff. For example, MetroPCS was a consumer-focused business, so having legal staff to do customer contracts was not necessary. However, MetroPCS outsourced a significant number of its functions, so having a lawyer who understands transactional work and outsourcing was important. In addition, you need to build a flexible structure since the nature of the legal work and the needs of the business will invariably change over time.

In addition to making sure that you have the right skills, there are a couple of additional things I think are important when forming a legal department. One is clear areas of responsibility for everybody in the organization. What you do not want is to have two or three people responsible for the same area because that tends to lead to confusion and the potential for clients who do not like an answer they’re hearing from one lawyer to go and shop around and get a better opinion from another lawyer.

The second thing that is important to me when I structure a legal team is to make sure anybody I bring into the department has a clear area of responsibility: There is an area for which they are largely responsible up to a certain point, and they have a certain level of authority so they can make the call. That is important for two reasons. One, I’ve always thought that lawyers, or anybody, should have ownership of their job, and the way I try to facilitate that on the legal team is to give them a certain level of authority so if there is a problem they can handle it without having to come talk to me. The second reason for giving them ownership is that it allows me to focus on the things that are important to the senior management of an organization.

As I thought about it at MetroPCS, there were a couple of major areas that needed legal work, and initially it was transactional work—contracts, etc. Therefore, the first lawyer I brought on did transactional work. Then, additional areas of work started picking up. For example, I was the Corporate Secretary, and as that area of work started to pick up, I wanted a lawyer to help me with that but also do a certain amount of transactional work. When we were getting ready to go public, I thought it would be a good idea to bring in a securities lawyer. Then, as our human resources and employment matters became more numerous, I decided to have one more lawyer focused on that.

So our department was functional in nature and everybody had a functional area for which they were responsible, and they also had a client for which they were primarily responsible. This also was more cost-effective. In some areas, I looked at bringing on an outside counsel—for example, in the securities area—and saw that very quickly outside counsel was going to far exceed the amount of money I would need to bring someone in house.

Where did I find these lawyers? In many cases I turned to my network to get suggestions of lawyers who might be looking for an in-house opportunity. In others, we turned to recruiters to help me source the skills I needed.

I grew the legal department at MetroPCS, and at its peak it had eight lawyers, including myself. What is also interesting is that MetroPCS was a $5-billion Fortune 500 company, and it had only one lawyer per billion in revenue, which is very lean. Most companies that size have three lawyers for every billion dollars in revenue. But what I’ve found is when you add more people, you don’t necessarily get more efficient. We were small and highly motivated.

Stephanie Harris is a freelance writer based in Chicago, Illinois.

Mark's Key Partners:
Norton Rose Fulbright (Outside Counsel)

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Stephanie Harris

Stephanie Harris is a freelance writer based in Chicago, Illinois.

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