Constructing a Strategic Partnership Between Counsel and IT at Ciber

Jennifer Hopfinger Issue 13 - Sept/Oct 2014, Legal Leave a Comment

Ciber GC Sean Radcliffe on Making In-House Counsel a Strategic Partner in an IT Firm and Business Overall.

“Merrill Corporation has had the privilege of working with Sean since 2005. During that time, Sean has consistently achieved his goals through ethical business decisions.”
– Michael Keating, Vice President of Sales, Merrill Corporation

By Jennifer Hopfinger

If your business is something other than information technology (IT), creating your IT system—crucial though it may be—often ends up being a reactive, slapdash process. If your business is something other than corporate law, addressing legal concerns tends to be treated similarly. That makes Sean Radcliffe, General Counsel (GC) at an IT firm, a kind of consultant to consultants, tasked with training a client who trains clients to operate smarter.

Radcliffe works for not just any IT firm, but Ciber—a 40-year-old pioneer in the field with some 6,500 employees, operations around the world and nearly $1 billion in annual business. And Radcliffe aims to be not just any GC. If there are best practices for building IT infrastructure, according to Radcliffe, there’s got to be better ways to run a legal department, too.

He compares what Denver-based Ciber does, and what he does within it, to a construction project. Say a company wants to build a new office and it isn’t in the business of construction, but rather software or manufacturing or media, so it hires a company that does specialize in construction—a company that provides architects, project managers and construction workers. Likewise, Ciber provides experts in areas like programming, databases and infrastructure design.

In this construction analogy, Radcliffe is the advisor to the project manager, he said. He would work on compliance issues and permits. He would be the ombudsman—that independent person to whom workers on the site can come with questions and concerns. In real-world terms, Radcliffe is Senior Vice President, GC and Corporate Secretary. He is the legal advisor to Ciber’s management team and Board of Directors, in charge of corporate governance, and an independent strategic advisor to the business.

It’s that last part of his role that prompted Radcliffe to go in house.


Building to Business Advisor

He started out in private practice, as a Securities Lawyer at a firm that worked on many initial public offerings (IPOs). “IPOs are exciting. It moves fast, and there’s a lot at stake. You have to navigate the regulatory side, the banking side, client expectations. It’s a lot of work and all-consuming, but very exciting,” Radcliffe said.

He then went out on this own as a sole practitioner. “In my youthful exuberance, I thought I could take a small stable of clients and do their work on my own, but I made the classic rookie mistake that a lot of small businesses, especially professionals, tend to make: I focused on the work and not on marketing and developing a pipeline of new business. When you’re on your own, there is no cushion.”

The failure was also a matter of bad timing. He started the business in late 2000, and after the dot-com bubble burst in early 2001, his client base quickly dried up.

While he was licking his wounds, an old mentor from Radcliffe’s law firm days, who had become the GC at a telecom company, offered him a job.

“I really had not explored or appreciated what it meant to be an in-house lawyer,” Radcliffe said. “I quickly learned that what in-house guys get to do is exactly why I went out on my own in the first place. You get to be a business adviser at a strategic level. It’s not just legalistic mechanics. You shape and drive the business. I was an immediate convert.”


“Sean Radcliffe is a leading general counsel and business leader, and partners with Jackson Lewis to understand the contours of employment law and to apply them to Ciber’s business in a practical and efficient way.”
– Ryan Lessmann, Shareholder at Jackson Lewis LLP

Only Getting Better

The Tulsa-based company was called Williams Communications, and soon after Radcliffe joined it, the company filed for bankruptcy, restructured and emerged as WilTel; eventually it was acquired by Level 3.

“I’m not a bankruptcy lawyer, so this was unique in my experience,” Radcliffe said. “It was traumatic. We canceled the common stock, and those stockholders were my co-workers. But I came away from that intense 10-month process a better lawyer and a better business advisor.”

In 2004, Radcliffe returned to his wheelhouse when he was recruited to IHS, a Colorado-based business information provider, to work on its IPO that occurred the following year.

Radcliffe_Sean_quoteHe’s now been at Ciber for one year and has revamped the Legal Department in that time, assembling a five-person team (two Assistant GCs, a Contract Manager, an Executive Administrator and a Compliance Officer) and implementing a scalable, rather than linear, approach to processing contracts—a model he says is relatively unique and better for the business.

When contract volume increases, he explained, overflow usually gets sent to outside firms, which tend to be expensive and don’t have the business perspective of in-house counsel.

“They look at it strictly legally, and boy, they’re going to chase every comma and provision and mark it up to death,” Radcliffe said, “but at the end of the day, to satisfy your business purpose, you need to do maybe half that.”

So Radcliffe recruited a number of experienced former in-house lawyers to handle overflow as independent contractors.

“Because they are former in-house attorneys themselves, because we’ve all been trained on this philosophy of good business judgment and pragmatic legal work, they know how to think like strategic partners of the company and not just lawyers, and they are able to process contracts more efficiently and with a mind toward the actual business purpose.”

Importantly, the model also frees up Radcliffe and his team to focus on the work they all really like to do—supporting the company’s various departments as business advisors.

Jennifer Hopfinger is a freelance writer based in Chicago, Illinois.

Sean's Key Partners:
Merrill Corporation (SEC Disclosure Management) | Jackson Lewis LLP (Employment law & Litigation) | Clifford Chance | Skadden (Corporate governance advice)

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