Red Lines With Empathy

CEELM: Basak, GCs are rarely seen as “deal makers” within their companies. Instead, they are usually seen as “deal breakers,” or at least “deal hurdles.” How can GCs change that perception?

BASAK: What I learned in the last four years since starting at Disney – my first in-house experience – is that legal should be and should be perceived as an integrated function, not merely a supportive function. We are one team, and we have a common purpose, so the legal function should be a part of the business and not simply sit backstage. We need to be on stage with the whole team and play an active role in the success of the business. 

In order to create this environment, it is vital to find ways to build this awareness and understanding through being assertive and constant communication. Needless to say, creativity and full compliance have to go hand in hand at all times.

CEELM: How do you go about bridging the gap in those differences in perspective?  

BASAK: I think it comes down to empathy at the end of the day. I always tell my colleagues to include me from the beginning, so that I can help them right on time. I also learned along the way that “help” is the magic word. 

There is the much-needed dark side of course – our red lines – that any legal counsel should be transparent with. 

When I have a new matter in front of me I have three options. In an ideal world, I can say “yes, this is good to go and here’s how we should do it and let me draw you a map.” Other times you need to simply say, in as transparent and friendly a manner as possible, “No – strict no – there is a specific legal provision or a company policy that says no.” And there’s always option three – saying “How about if we do it this way?” Of course, if you say “no,” this may create unease. If you take the third option you also learn to be creative – in terms of legal aspects, compliance matters, as well as generally in business. 

For sure, it is not the job of the legal function to be likeable at all times, and red lines need to be drawn every now and then, but I have learned that this does not mean we need to be constantly serious. I try to employ humor as an ice-breaker when dealing with people coming up to me and expecting to hear a simple “no” – and I found that this helps a great deal, while remaining transparent about those red lines that cannot be crossed. 

CEELM: You spoke about acting as an integrated whole with the other business functions. How do you achieve that?

BASAK: I listen. I talk to people and I try to collect feedback.  I do my best to follow my colleagues and sometimes even approach them for feedback. I sometimes go to our leadership teams and I do the same – I try to find out if they are ok communicating with the legal function. I try to learn when and why they are reluctant to do so and how I can overcome that.

CEELM: And what do you do when that feedback is negative? What’s the next step for you?

BASAK: I ask for concrete examples to be able to go through them – both to reflect as well as to help the people providing the feedback understand my position better. If I am told they feel I shot down a proposal, I make an effort to illustrate how I actually took “Option 3” – how I tried to show them alternatives. 

Of course, it’s difficult sometimes for other business functions to accept it, since people feel they are losing money when you alter their plans. I just try to remember that and also go through the concrete examples and ask myself: “Was I too hard?”, and “Can I be more flexible?”, etc.

CEELM: You also emphasized the importance of empathy. How do you build that?

BASAK: It’s certainly difficult. I am a lawyer. I am not numbers-focused in the first place. I try to understand in good faith what my colleagues are trying to achieve – maybe hitting their budgets, their revenue targets, and so on – but it is not an easy exercise. I try to see myself as a sales person, and I think I have gotten better over time in understanding my colleagues and resorting to “no’s” only in rare instances, but of course if red lines arise, there is nothing I can do. In that case, I’ve learned to invest some time in explaining why we cannot cross certain lines to help build up empathy from their side as well. 

CEELM: We’ve been talking about broad approaches until now, so let’s look at some specifics. Let’s say you learn of a new deal you’ll need to support. What’s your first step?

BASAK: I need to make sure I understand the business and business case completely. I talk to my manager to get some feedback on that to help guide me if necessary. I try to be flexible and understand the deal and the goals and angles of every party involved. I then, of course, immediately need to apply my notions of law and compliance that are relevant to the deal and develop my strategy to facilitate it.

CEELM: When and at what stage do you involve external counsel?

BASAK: When we’re talking about very complicated deals – such as large M&A or real estate deals – I of course turn to external team support to stretch my resources. 

CEELM: And when picking the firm you’d be working with, if you had to prioritize one of the two, would you opt for a firm that has worked with you in the past and has a good understanding of your company, or a firm that has more experience on similar deals in the past. Why?

BASAK: The second is most likely, though a scenario where you have both is obviously ideal. If I understand a different firm that is better in the specific field that I need than those I worked with in the past, I’d definitely try them out, since the deal needs to run smoothly and perfectly.

CEELM: What about the instruction to the firm – what’s your checklist for that?

BASAK: It depends a bit on the deal. I would summarize the case with a confidentiality note. I would try to understand if they can help and how. I would lay down the work structure as I need reports from my external counsel frequently – I want to know what they are doing and if they require any feedback & guidance from me or the company to progress in the deal. I always make sure I have a call with them to make sure they have the necessary expertise and, of course, if they are ok with our budget expectations. 

CEELM: You mentioned your budget. What’s your preferred fee structure?

BASAK: I tend to prefer capped fees rather than hourly rates – something that tends to be common practice these days. 

CEELM: As a final thought, what do you believe is the single most important thing GCs need to develop in themselves as professionals to act as deal makers for their companies?

BASAK: To understand and get a better sense of the business side of things, I think. Reading up on the latest business trends is very important. In my case, I need to read up on the media trends, the developing media tools, etc. I need to make sure I share a language with my colleagues to be able to understand the drive behind new deals. We always need to remember we are legal people first and foremost but we cannot isolate ourselves in a purely legal world if we want to be true deal makers.   

This Article was originally published in Issue 6.3 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.