Bloomberg Law
Aug. 30, 2016, 7:55 PM UTC

The Next Generation GC: From Lawyer to Strategic Adviser (Perspective)

Tom Moriarty
Executive Vice President, Chief Strategy Officer and General Counsel

Editor’s Note: The author is heads the legal department of a major corporation.

Without question, expanding new regulation, increasing competition and far-ranging risks confronting business today are paving a path for general counsel to serve at the center of corporate strategic decision-making.

To be an effective general counsel today ― in health care or in any industry ― you’ll need to draw upon a broader skill-set. You’ll need to think of yourself not only as Chief Legal Officer, but now as Chief Strategy Officer who advises the CEO and Board on the company’s business opportunities and stress points, Chief Government Relations Officer focused on managing through regulation, policymaking and special interest group pressures, and Chief Integration Officer who collaborates across the enterprise to help their company manage risk and build strategies for success.

The transformation from legal adviser to strategic partner has been underway for some time, but has accelerated recently by a whole range of market forces. New approaches to governance, the rapid growth of complex mergers and acquisitions, and the fast-changing legislative and regulatory environments have combined to expand the scope of responsibilities for the general counsel.

In my industry – health care – for example, we’re confronted with a number of complex issues that we’ve had to respond to with more legal and business expertise, including passage of the Affordable Care Act. Since the ACA’s enactment in 2010, multiple new regulations, procedures, and guidance have been issued to implement the new law and that’s challenged CVS Health’s legal team to track changes to the statute and regulatory activity, and to understand how emerging policy and practice issues are impacting our business.

To truly distinguish themselves, however, in-house lawyers must also be strategic. CEOs, corporate directors and executive teams want their general counsel to have an intimate understanding of the business, the industry and other marketplace factors that intersect, helping them to see the risks that lurk around the corner and manage them against business opportunity.

When CVS pursued the $12.7 billion acquisition of Omnicare and $1.9 billion partnership with Target, it paved the way for my team to bring forth its experience with integrating law, strategy and corporate development to help the company expand its health care capabilities and its reach through the completion of these complex transactions.

All of this change means we are increasingly wearing more hats and broadening our oversight of new functions and highly diverse teams. As a result, leadership becomes an imperative skill. We must be comfortable engaging and collaborating with our peers in other functions, and contributing to decisions involving finance, marketing, human resources and technology. At the same time, we must excel in recruiting, developing and directing the performance of our teams.

Over the past three years, I’ve added close to a dozen attorneys to our in-house practice, bringing the total number of lawyers at CVS Health to over 100. These professionals added core talents to help better manage risk and increase our service levels and quality of legal advice across business units. If you think about it, we’re managing a mid-sized law firm charged with addressing the complexities and growing needs of our business. As a leader, my role is to encourage and support the decision-making environment, and to give the legal team the tools and support they need to deliver real value to the businesses they support.

It’s both an exciting and challenging time to be general counsel. We’re increasingly sitting at the point of convergence for everything that happens in the business; and the demands and responsibilities are expanding.

For those who aspire to pursue the general counsel track, take the necessary steps to become aware of all the potential ways laws and regulation can and are impacting the business. You need not be an expert in all areas, but you must develop a keen sense of what is important or can impact how the business moves forward. Developing that keen legal skill set and sense of how the business operates will allow you to be equally adept at communicating legal advice around the conference table as you are at bringing strategic business insights into the boardroom.

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