CFO Studio Magazine - Curt Allen, CFO, Subaru

but you have to understand what the business objective is as your starting point, and then you work through the legally and ethically acceptable options as a partner with the business.” The legally acceptable options may not always be the fastest or the cheapest way to get deals done. The GCs in the room joked that business executives have referred to general counsels as “Chief Business Inhibitors.” “The etymology of the comment is that the credit department and the legal department are [often misperceived as] the sales prevention team,” said Wingate. “But there is a fine line that you have to walk between giving legal advice and trying to find a solution that makes sense. You have to maintain that distance, but sometimes, the businesspeople ask us to act like COOs on certain operational things and sometimes they’re just asking us for advice and to serve as a sounding board. It’s not so much that lawyers are becoming COOs. I think that it’s always been this way to a certain degree, but it’s becoming more pronounced now…senior management teams are expecting more from their legal departments.” Kevin Fox, VP, general counsel, and corporate secretary of Sharp Electronics Corporation, pointed out that while the GCs might not take on the title of COO, they are expected to work closely with other members of the business team. “If you’re doing your job right, you are associated with the COO,” he said. “Business does seep into your job. You have to pull in the business side and be their partner.” Maintaining the Legal Perspective GCs have to hold the line between legal and business firmly in place in order to avoid compromising the attorney-client privilege within their organization. “There is a risk of losing that legal perspective as well when you want to get a deal done,” saidWingate. “If you become the businessperson, that’s a real problem.” “If you’ve been working on a deal for years and you understand the history of that deal, of course you will bring the business side into that particular deal,” said Mark Goldberg, general counsel of Bluestar Silicones North America, a fully integrated silicone manufacturer. “But I don’t think we’re becoming COOs.” Mark Khalil, executive vice president and general counsel of Sony Corporation of America, agreed that clarity in your communications is essential. “When you’re in the business role, you consider it when you give legal advice,” said Khalil. “You want to distinguish yourself as the business partner or the lawyer whenever you advise.” One way to further protect attorney- client privilege is to hire outside counsel. “In any high-stakes matter, I immediately call outside counsel because even if I can’t be the shield on the attorney-client privilege, outside counsel can,” said Rita Campanile, Esq., vice president, GC, and secretary of DCHAuto Group, one of the largest groups of new and used car dealerships in the country. In the end, most of the participants agreed that as long as the rules of professional practice are adhered to fully, then taking risk is a good thing, because leaders must take risks. And while the debate on whether or not GCs are becoming COOs remained inconclusive, GCs are taking on more prominent leadership roles within their organizations. C 1st QUARTER 2015 WWW.CFOSTUDIO.COM 33 Rita Campanile, Esq. Vice President, General Counsel & Secratary DCH Auto Group David Carp, Esq. Vice President, General Counsel Wurth Group Mark Decker, Esq. Senior Vice President & General Counsel The Connell Company Barry Eckenthal CPA, Partner Friedman LLP Kevin Fox, Esq. Vice President, General Counsel & Corporate Secretary Sharp Electronics Corporation Mark Goldberg, Esq. General Counsel Bluestar Silicones North America Michael Hutchinson, Esq. General Counsel Stryker Corporation Mark Khalil, Esq. Executive Vice President & General Counsel Sony Corporation of America James Marks, Esq. Vice President and General Counsel Dassault Falcon Jet Corporation Jennifer O’Neill, Esq. General Counsel Compassionate Care Hospice Abraham Ronai, Esq. U.S. General Counsel Getinge Group Ronald Schwartzman, Esq. Chief Operating Officer, General Counsel, and Chief Compliance Officer UniTeller Banorte Meeting Participants Rick Wingate, Esq. Vice President & Regional General Counsel for North America LG Electronics USA, Inc. Mark Kahlil, General Counsel, Sony Corporation of America The comments made by these guests are their own and may not reflect the opinions and/or policies of their companies or of CFO Studio, Real Estate Strategies Corporation, and/or its promotional partners.