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Kevin O'connor
Senior Vice President, General Counsel & Corporate Secretary, Lockheed Martin

From Public to Private: Mastering Law Across Sectors with Kevin O'Connor

🎥 Apr 24, 2025 📺 Counsel House Podcast ⏱ 44m 👁 1093 views
Daniel Abramoff interviews Kevin O'Connor, General Counsel of Lockheed Martin, unpacking his dynamic career across big law, ...
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About Kevin O'connor

Kevin O'Connor, Senior Vice President, General Counsel and Corporate Secretary at Lockheed Martin, has discussed his approach to leadership and his career in several recent appearances. In a May 2025 podcast, O'Connor described his initial months at Lockheed Martin as a period of listening and learning, stating that to immediately propose changes would be "reckless and egotistic." He outlined his priorities for the legal department as achieving excellence and efficiency, and emphasized that an in-house lawyer's role is not to avoid risk but to ensure clients have the information to manage it intelligently. O'Connor also reflected on his career path, noting that a judicial clerkship was "probably the best thing I ever did" and that he values the ability to move lawyers across different responsibilities within an in-house department. In a separate appearance from May 2025, an attorney named Kevin O'Connor, described as being with Kconor Law Firm, discussed his approach to personal injury law, stating that after obtaining financial settlements for families, he began working to change laws to prevent similar tragedies. He said that if lawyers do not change something, "we're part of the problem as lawyers." This attorney was described as a partner of the show and dedicated to Chicago. Earlier material from 2016 references a Kevin O'Connor receiving a Distinguished Faculty Award for his work in education, with a PhD from McGill.

Source: AI-verified profile updated from Kevin O'connor's recent appearances. Browse all interviews →

Transcript (43 segments)
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Daniel Abramoff0:00
The views expressed by our guests are their own and do not reflect the official stance of their employer or any affiliated organizations. Welcome back to the council's podcast. I'm your co-host Daniel Abramoff. Today we have a fantastic interview with the new general counsel of Lockheed Martin, Kevin O'Connor. We spoke with Kevin about his experience in government, law firm, and corporate life along with his experience as a clerk and the different values that have come out of that. I hope you enjoy. Kevin, thank you again for joining us.
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Kevin O'Connor0:28
Daniel, thank you for having me. It's great to be here.
D
Daniel Abramoff0:28
Absolutely. It's our pleasure. So, jumping into it, you have the value of being in government, being at a law firm at multiple law firms and in-house at multiple corporations. And I'd like to get into how the approach varies with all these different areas of law and how they all come together. So starting off coming out of law school, you were a clerk. How did that shape your beginning of law?
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Kevin O'Connor0:54
Well, first of all, thank you for having me. You mentioned my multiple jobs. I assure you that I don't have a problem holding on to jobs. I've just been blessed in this profession that I've chosen to be able to do a lot of great things, and that started with my clerkship. No one in my family had gone to law school. I think at the time I aspired to be a federal prosecutor and I thought, well, a lot of federal prosecutors have this clerkship thing on their resume, so maybe I should go do that. I was fortunate to get a clerkship. I can look back at that now and say it was probably the best thing I ever did in my career because I just think as a young lawyer, there's no substitute for that experience. There's zero substitute for that experience. You not only go in and have a lot of responsibility thrown at you really well before you deserve it, but you also, if you do it well, you develop a mentor for the rest of your career who's there to give you advice, who's there to make recommendations. And who doesn't listen to a judge when they call to recommend someone? It's not only because they're a judge, but the intimacy of a chambers, you take a comfort level. This judge really does know this person's work in a way that an associate being recommended by a partner they did some work for at a law firm. Not that you don't weigh that, but it doesn't have as much weight as a judge who says, 'I spent a year or two in my chambers side by side with this young man or this young woman, and I recommend them highly.' And you think, 'Okay, that's a really, really good thing to take to the bank.' I have a daughter going to law school next year. Any students that I talk to, I say, 'I don't care what you want to do in your career with your law degree. If you have the opportunity to clerk, take it.' Because you're learning so much. You go into these law firms head-on coming from law school and that can be a challenge as well, especially because you're not seeing the real world until you are at 100 miles an hour. Whereas when you're with this judge, you're learning from the judge in a very patient way. You're picking up things that you would just never be able to pick up at a firm, especially being in the court.
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Daniel Abramoff3:04
I can imagine that completely shaped everything.
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Kevin O'Connor3:09
I think the most important thing is, you go to a great law firm, you'll observe great lawyers, and you'll observe bad lawyers hopefully on the other side of the case, not at your own firm. But in a clerkship, you're observing two adversaries every day, whether it's oral argument, trial, whatever you're watching, and you're watching your judge's reaction, and you're seeing firsthand what the judge finds persuasive, the skills, the techniques, the sort of strategies that lawyers adopt, and you have a behind-the-scenes look at what works and what doesn't, at least for that particular judge or a panel of judges that judge is serving on. I don't know where else you would get that experience in our profession. To me, I learned a lot about what not to do very early in my career because I saw a lot of lawyers make really serious mistakes in terms of maybe not conceding a point even when it was pretty clear they should have conceded and moved on. So you see lawyers make those kind of tactical mistakes or you see lawyers who aren't prepared. And then on the other hand, you see lawyers who just knocked the ball out of the park and you say, 'Okay, if I'm ever doing this, that's what I want to be.' How did they do that? It's basically a bird's eye view of lawyering in the trenches. You really can take away what not to do, but more importantly, you can emulate what you've seen work and what your judge has said to you worked for him or her in terms of forming their decision on the case. Something like that really does go full circle all the way to being a general counsel and having those memories of how these judges react to this. It always will stem from that very beginning of your experience as a clerk.
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Daniel Abramoff4:55
Going from there, you jumped right into a firm afterwards. What was that like and how was that change different? And also were there attorneys there that you could obviously see just did not have that experience that you just received and how different it was?
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Kevin O'Connor5:14
I think I had a maturity that I wouldn't have had if I'd gone straight to the firm from law school. There's something about sobering about being a clerk because of the responsibility. You're kind of there with you and the judge, maybe another clerk or two. In a law firm, you're surrounded by other associates and there's an esprit de corps and it's a little less serious, if you will, and a little more social in a good way. So I think I came in and I almost felt like a 25-year-old college senior. If you're going into college, you're 25 and everyone else is 22. You have a certain maturity. Maybe you've served in the armed forces. Coming out of a clerkship and going into big law, I felt a little bit like the adult in the room to start. I quickly regressed. Those two to three years were also really formative. I was at a great firm, Cahill Gordon & Reindel, where fortunately some senior lawyers took an interest in me and asked me to work on their cases. They are still mentors to this day. The associates that I worked with, the vast majority at those big firms don't stay for eight years and make partner. They've gone on to do great things and that network of Cahill associates is a network that has benefited me and that I've maintained throughout my career. To me it was a great progression. At the time I did not intend to stay and make partner. I wanted to go for a couple years and then go into the government, either the US Attorney's office or somewhere else. That was a great launching pad because of coming right out of the clerkship. The opportunity to go into government didn't exist. It was kind of in the middle of a recession and I was just happy frankly to get a great job and I did and I stayed there for a few years until the opportunity came to go back into government.
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Daniel Abramoff6:51
So you went to government and you obviously went back to the firms and we'll talk about that. But going into government, a new huge responsibility, probably very exciting, a big question mark as to what you're going to experience. How did that look running into that?
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Kevin O'Connor7:05
It was interesting. I joined the SEC enforcement division. My dream had been to be an assistant United States attorney. I had interviewed and I could tell you a funny story. I had interviewed in the district of Connecticut and I made it all the way up to like the final round and I did not get the position. So I was disappointed because I really wanted to go back and be a US assistant US attorney in my home state. So I stayed at Cahill for another year and I had an opportunity to go to the SEC enforcement division here in DC and I took it. I was single at the time so I was mobile. I moved down to DC and I did that for two years and again I really hadn't done much enforcement work. So it was another great learning experience at a stage in my career where I could afford to do a public service job. I could move without impacting a family and I was really glad I did it and I learned a lot. I was there for a couple years and then I decided okay I don't want to do this for a career. I think at this point the US Attorney's office may have passed me by so I should get back on the law firm track and if I want to do that I'm going to go back home to Connecticut and so I came back to Connecticut.
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Daniel Abramoff8:16
And while you were in the government before you went back to the firms, what were some skills that you were able to take from there that were able to sort of bleed into the law firm world and the in-house world?
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Kevin O'Connor8:27
I think whether you're in the US Attorney's office or in my case at the SEC, what I learned at Cahill to start was I was often an associate. Our client got a subpoena and it is way over broad and you would back then before electronic discovery, you'd go into a document room usually in a cold warehouse somewhere and there'd be boxes as high as the ceiling and you'd pull the box down, you'd review it, tag it. You do that for hours on end. 90% of the documents you were reviewing as responsive, you knew were completely irrelevant and was just wasting time. But the subpoena had been drafted so broadly, probably because the lawyer in the government didn't want to miss anything. But the cost to the client of that was tremendous. So I thought when I went to the SEC, what I had learned was to be a little bit more targeted in the subpoenas I drafted. I don't think if I hadn't sat in those cold document rooms and had to deal with overly broad subpoenas producing millions of pages of useless, irrelevant documents, I think I would have gone to the SEC and drafted overly broad subpoenas and not worried about the impact in terms of cost of the recipient. So one of the things I did learn was you have to be more targeted because you don't want to waste your time looking through a hundred boxes of documents that aren't going to help you prove your case. By the way, the defendants or the subpoena recipients would love nothing more than to produce all the irrelevant documents. It's those smoking guns that they're hoping you don't ask for. They can get lost in the sea of irrelevant documents. So I would say sitting here now, the one thing I learned was how to be more targeted and more precise, which I thought got me the documents I really was looking for to see if there was a case there or not, but did it in the most expeditious and efficient way and didn't put an unnecessary cost on the company, which if it's a public company, as it usually is with the SEC, is just being passed on to shareholders. Being given the opportunity to boil the ocean doesn't always mean you should.
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Daniel Abramoff10:32
I'm sure also on the other side they really appreciated the fact that you were very targeted with what you were looking for. So going into the law firm now you're taking all this knowledge and you start to work closely with clients obviously having an excellent background being built now coming from a clerkship as well as a firm and then into the government. What were some of the skills now going into this firm, especially being a partner and being able to hold your client's hands? What were some areas that you were able to bring to that?
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Kevin O'Connor11:03
Having had the experience of being in the government was a huge attraction for clients. Client gets a subpoena from the SEC, the fact that you were there issuing those subpoenas at one point is a comfort level to them. It enabled me to build a nice practice. I think what was most interesting, and it's probably to this day the most entrepreneurial thing you do as a lawyer, if you go to a law firm and you build a book of business, that's as close to starting your own company as I've ever gotten. I don't mean to equate it to somebody who starts their own company, employs people, takes all the risk, goes home at night wondering if they're going to meet their payroll, nothing like that. But at a law firm, you had a responsibility, especially as you became a partner. You had to develop business and you had to be mindful of the cost of your team versus the revenues you were generating. In the government, you don't think that way. You're just not worried about the cost. In house, you're worried about the cost in a different way, but you're not necessarily expected to generate revenue. But being in a law firm was the only time in my career I really had a P&L where I had to be accountable for my expenses and I had to be accountable for the revenues I brought in to cover those expenses plus profit. To me it gave me a very healthy perspective of what business people go through every day, particularly small business owners who have to basically run a P&L and they need to generate more revenue and keep their expenses below and then what's in between is that profit margin. A partner at a law firm has a similar business model. To me that was just a really unique experience that I'd never had before and I really haven't had since.
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Daniel Abramoff12:51
In the beginning when you were focused on that, were there some feelings of like I got to focus on this new world now of bringing in revenue and focusing more on that than maybe some other areas that you're used to? Was there a feeling of uncertainty or did you run into it and enjoy it?
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Kevin O'Connor13:05
I used to say being a law firm partner, as an associate you're learning, you're listening, but you're not really being looked to to be a revenue generator. But as you get more senior, the expectation is you'll generate revenue as it should be. You have that feeling that every January 1, if you're on a calendar fiscal year, you're starting back at the bottom of the mountain and you got to climb all the way back up and you get up to the top of the mountain and you start all over again the next year. It was a unique feeling. But I enjoyed it because I'm competitive. I still remember how good it felt to get a new client. It's a great feeling. If you're a competitive person, you're out there and you're like, 'Okay, I'm going to go out and get business.' I enjoyed that. Some people say, 'I went in house because I didn't want to do that.' I actually really enjoyed that side of it. There were other reasons why going in-house was more attractive to me than being in a big law firm, but it wasn't the chasing business and the billable hours and having to run a P&L. I thought that was fascinating. Again, I think an entrepreneur would laugh at me, but to me it was probably the most entrepreneurial thing I've done.
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Daniel Abramoff14:19
I don't think an entrepreneur would laugh at you because I think that's exactly what an entrepreneur is, whether you are starting your own individual company or whether you work under a bigger umbrella and you're responsible for your book and your clients. The interesting thing is, to your point, a lot of folks leave the law firm life to go in-house so they do not have to deal with that revenue generation machine every year, but it sounds like that probably boosted you more in-house than it would have anyone else because you appreciated that side of business.
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Kevin O'Connor14:51
Yeah. So going in, you're at all these large organizations: United Technologies, Carrier, now Lockheed Martin, and Point 72 as well. What was the first feeling getting in there now coming from the firm with that mentality of you know I'm okay with chasing business, now you're looking internally at these large corporations and you're seeing their sales, you're seeing their business operations. How did that relate to what you experienced coming in?
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Daniel Abramoff15:16
People often ask me why'd you go in house? Like you just said you liked private practice yet? And I did. I liked my firm, I liked the partners. There was nothing to not like about it. If you'd asked me then I would have said if I spent the rest of my career I'd be very happy. I still feel that way if I had stayed there. But when the opportunity to join United Technologies came and it came as chief compliance officer, there were a couple things about it that were compelling. Number one, I knew the people. They were clients of mine in private practice. So I was very comfortable with the culture. I knew it. It wasn't some strange company. Number two, I admired what they did, how they did it, the scope. It was headquartered in Hartford where I was living and raising our family. So there was no relocation challenge. As I was talking to my wife, who was also a lawyer, I said, 'I've been on the government side of the table investigating companies. I've been on the outside law firm sitting next to the general counsel advising, but as outside counsel, you tend to come in, you put out the fire, and you leave. But there's a lot of rebuilding that gets done in the wake of a fire in house, setting up compliance programs, doing all this stuff. Outside counsel generally doesn't do that. Outside counsel negotiates an agreement. There might be a deferred prosecution agreement, a monitor, but they generally at that point pull back and they go fight another fire.' I thought, 'The one thing I've never done is actually stuck around. The government, you settle the case, and then you leave it up to the company to check in and do what they got to do. In private practice, you go in, you strike the deal, and then you leave it to the company.' I thought, 'This is a missing piece of my experience. I've just cut a deal with a deferred prosecution agreement on all these commitments. I have no responsibility for them. Why don't I go in-house and actually try to do what I've agreed to do for others? I've imposed it as a government lawyer. I've recommended it as outside counsel. Now I actually have to do it. This will be kind of interesting. I don't have to move my family. It's a great company.' So I went in as chief compliance officer and it was my first in-house foray. At first I thought, 'Boy, this could be a mistake because you build a book of business and you say you know I'm leaving that if this doesn't work out that book of business is gone. I got to rebuild it.' But I was comfortable that it was the right move and there were a lot of other reasons where I felt this is a great opportunity and it was. Of course it was a chief compliance officer, not a general counsel role, but at the time I think people looked at law firm white collar lawyers and said, 'Can they really do a business type commercial intense general counsel role?' I thought, 'If I want to go in-house, maybe this is a good way to get in, establish my bona fides, and maybe that'll lead to something else.'
Going in-house from a firm where you were focused on so many different buyers all the time, it sounds like that aspect also brought a lot of value internally because to your point, being able to build out the actual program that you recommended fixing, that's got to feel really great in general and just very satisfactory. But also the idea that you know so many different areas, you've seen so many almost different industries dealing with different problems, so that value just really helped immensely.
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Kevin O'Connor18:45
The other thing that when I went in-house that I enjoyed was leadership. If you're managing partner at a law firm, you're leading but even then you're the first amongst equals. There's not really a hierarchy in a law firm. Everyone's a partner and there's a managing partner. In the government, what I didn't expect to enjoy as much, of course I love the work and whether you're in the US Attorney's office, main justice, the responsibility you're just getting cases you wouldn't get in private practice, you're getting responsibility at a pretty young age you wouldn't get in private practice, that was really what attracted me to it. But what I came away with was I had developed a real liking for leading big teams. At a law firm you're leading your practice area, your associates, maybe your partner too, but it wasn't a big team and it was kind of okay, we're going to go in, we're going to do this and then we'll move on and get another team and do that. The opportunity to lead a global organization, which UTC's compliance organization was, that was also something that I really enjoyed. It's not a legal skill. It's a personnel management skill. It's a leadership skill. It's a soft skill. Through my time as US attorney with a pretty big team and as associate attorney general with a very big team, I had come to really enjoy leading those teams, developing talent. I just felt that in a corporate setting, general counsel setting, you really can put a focus on talent development in a way that a law firm, law firm's up or out. There's no sideways really. In a law firm, you could be Daniel the best trust and estates lawyer and you'd be as good as any partner. But you know what? We just don't have a lot of trust in estates work and we don't need another partner. The talent development in law firms was sometimes constrained. I couldn't move you into the M&A department where we needed more talented partners. You were kind of siloed. In house, you'd be amazed how you can move people from different responsibilities if you want to retain great talent. I was attracted to that ability that being in house gave me to manage great talent, develop talent, try to create a pool of future general counsels and I still enjoy that. You kind of are your own little business owner within your own organization.
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Daniel Abramoff20:55
Touching on that, you have a knack and a good feel for business, but now you're entering a corporation where you have your business teams, you have your folks who are not lawyers. How do you feel it is best to be able to build those bridges with those other teams to make sure that everyone is working closely together and kind of remove the silos?
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Kevin O'Connor21:18
The first thing I would say to someone going in-house anywhere is there's a reason you have two ears and one mouth. Listen. You may think you know and I've done a lot of things in my career. So even today at Lockheed, I'll go in and I'll be I think we should do this and I say, you know what, stop. Spend six months and just listen and learn. Lockheed Martin's been around a lot longer than I have and they became a great company for reasons having nothing to do with me. So to think I'm going to go in there and be like, I'm going to change this, change that, that would just be reckless. It would be egotistic. It would be like, well, I'm here, I want to say. So I suspect like I have in other roles, I will make changes primarily if I feel the business needs dictate them. But the first three to six months, just try to figure out why things work the way they do before you start changing or doing it or reaching opinions. Listen, ask questions, not just of your team, but of your clients, your internal clients. What I've been doing, I've been at Lockheed now month plus. I've been meeting one-on-one with all of my direct reports. I'm starting to have skip level meetings with people below them. And then most importantly, I'm meeting one-on-one with all of my colleagues on the leadership team who we serve as our clients and saying, what are we doing well? Are there areas where you'd like to see more from us? How was so-and-so doing? Getting feedback on my talent, my service delivery model. All the little things. After six, eight months in the role, you can absorb all that and say, 'Okay, I'm going to start. I've got a vision now. I'm going to white sheet this and I'm going to do this and you're going to do it in a thoughtful way as opposed to coming in and just starting to break glass.'
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Daniel Abramoff23:00
And then also truly understanding the value of those other businesses within the business and just linking everyone together, I think, is marvelous. Not easy to do.
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Kevin O'Connor23:14
The other thing that I should have amplified is understand the business. We're a very complicated business. The number of acronyms at Lockheed would blow you away. You need to spend some time studying, doing your homework. Every night I take something home where I can learn a little bit more. We have four segments and they do very interesting things classified, non-classified, but you want to make sure you understand what they're doing because you can't really be an effective service delivery model if you don't have a fundamental understanding of the needs and the operations of the clients you represent, how they go to market, who their biggest customers are, what the biggest issues are with those customers, what the biggest risks in the contracts with those customers are.
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Daniel Abramoff23:56
Yeah. A lot. Touching on the topic you and I had before, when it comes to how attorneys, they're not creating, selling, or manufacturing anything. They're really truly there to protect the business and avoid pitfalls. So how would you prove the value of the legal function within a company?
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Kevin O'Connor24:14
For the most part, it's a generalization. The cost of a legal department outweighs the revenue it generates. Now, there are occasions where the legal department's on an offensive footing and it's recovering money. But in most large corporations, just the sheer volume of litigation makes it very difficult for a general counsel to run a P&L that has more revenues than expenses. Assuming you're in that situation, the question is how accountable should you and your team be for the efficiency by which you do work? I've always said to my teams, we have really two objectives. We need to be excellent first. Meaning, we need to be the best lawyers to our clients providing world-class service across the board. And we need to have the talent to do that. That's a talent question. But that's only the first step. The second step is we have to be efficient. I call it the second step because at the end of the day, excellence always outweighs efficiency. We're always going to be excellent even if it costs a little bit more money. But we can't act like we're immune. We are a cost center. As you said, Daniel, we don't make anything. We don't invent anything. We don't sell anything. So we have an obligation to our shareholders to make sure they're not paying a dime more for this excellent legal service than they should. What we try to do is create transparency as to cost, cost of our own people, cost of outside counsel, and then miscellaneous travel expense and the like. Then we try to hold people accountable to targets. It is a little bit like having a P&L. The difference is at a law firm that P&L has to have more revenues than expenses. In-house it's rare. Maybe in certain internal areas you'll actually have like IP or something where you're generating money if you're bringing patent infringement cases, but for the most part you're doing more defensive litigation than offensive litigation and collections and the other things. I've always said to my people, our goal should always be to pursue opportunities to generate revenue for the company. Clearly, but I'm not expecting you're going to generate more revenue than the cost of this department. So let's make sure this cost is managed well, and I'm going to create a system where you have true transparency. You can run great metrics like how much are you spending in outside counsel per sales dollar? You can break that down over your businesses. Then you can ask the general counsel of one of your segments, why did you spend $5 on outside counsel for every dollar of sales when she over here in this business only spent $3? There's usually a good answer, but I think those are the kind of questions you have to ask yourself and your team just to make sure that you are being mindful that you're overhead in the company and you don't get a license to spend just because you're lawyers, you're important and you're adding value and you're saving money, all of which you're doing, but you still have to have an accountability, a fiscal stewardship towards shareholders and the management team so they can have confidence that they're getting great service, but you're doing it in a very efficient way.
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Daniel Abramoff27:21
Just being able to track every one of these matters is huge and going back to leaving everyone accountable to their own stack I think is so huge and it also gives them the ability to own up for good work that they've been doing. I think a very large organization where you're looking at how regulatory issues might tie in and completely change the objective of what your spend looks like, but accounting for each piece sounds not easy, but it sounds like that is a big piece of the organization.
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Kevin O'Connor27:55
It's a bit of a moving target. People listening to this will say, how do you know how much you're going to be sued? And you don't. The bottom line is I'm not saying you have to spend X dollars on defending cases without outside counsel because you might have five cases, you might have 50, but I want to pay attention to your year-over-year increase just so I can ask the question, why did it go up? If your answer is because we had 10 new lawsuits instead of two, good. But you need to have the answer. It can't just be, I don't know. We're doing our best. If you look at that data and you're able to manage that data, you're going to find opportunities to get savings without any impact on the service levels your clients have hopefully become accustomed to getting.
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Daniel Abramoff28:43
And that goes back to truly being a general counsel generalist in all practices of law, understanding each piece and the potentials and the risks that go along with them.
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Kevin O'Connor28:49
Yeah. I think the rap on some lawyers is we're great lawyers, but our heads are in the clouds and we act as if we don't have any fiscal responsibility in it. I think that's a stereotype. I don't agree with it, but I think general counsels understand that they're not just there to lawyer. They're there to lead a big department in most cases in a fiscally responsible way. It's not fun. Not everybody likes doing that. That's why I say to people, not everybody wants to be a general counsel. Some people don't like managing people because oftentimes it means making tough decisions over people you may like. If you're going to move into the general counsel role, you have to be willing to embrace leadership. That means making tough decisions on people. You have to be able to embrace financial responsibility, fiscal responsibility. You have to be able to make tough decisions like, okay, someone's leaving. Do we really need to replace her? Maybe we can merge these two jobs. Think about this department like you'd think about your own household. Take some accountability into it and building a culture where every dime you spend you feel like it's your own.
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Daniel Abramoff30:01
I'd say that going back to the fact that you have all these different experiences in all these different areas really does feed nicely into that. That was certainly my goal with this interview is to really shine a light on the values, the different unique values that come out of each area and practice of law and then combining everything together to have almost somewhat of a superpower in the legal industry.
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Kevin O'Connor30:25
I've been blessed to do different things in my career, but I do have a lot of admiration for people who've gone to one job and just continue to enjoy it and be successful, whether it's a law firm, in-house. My career has taken me in slightly different paths, but as I said, at each step along the way, I think I've picked up skills and experiences that have made me the lawyer I am today, for better or worse. Including as you mentioned risk. How do you manage risk? I say to people all the time, it took me a while. When I was wearing the white collar compliance hat, I was living in a more black and white, less commercial world. That's just a fact. I had a little bit of a judgmental like, all these people are trying to cheat and steal. I was more of a business parent than a business partner. That's just a fact. I had that because I was living in a world where all I was doing was responding to bad things as chief compliance officer and it made me a little jaded. Then I got pulled out of there and I got into Point 72, which could not have been more different. It was a smaller company under tremendous regulatory constraint. There's a whole story there for another podcast. But what I learned is the job of a lawyer in house, at least in my perspective, it's not to avoid risk. It's to make sure your clients have all the information they need to intelligently manage it. What I mean by that is there's sometimes you say to your client, you cannot do that because you'll go to jail. I would say that's 1% of the time because clients generally are smart enough not to even ask that question because they know they'll go to jail. But often times it's a gray area. The answer could be, look, if I were you and I had the P&L responsibility that you have, I'm not sure I would do this. Let me tell you why. But if you're comfortable making the call and you're willing to get sued because someone might argue that's a breach of contract, that's your call. I'll defend you in that lawsuit. But let me explain to you all the ways that lawsuit could go south. If you're comfortable taking that risk, and I've done my job of telling you everything that could happen and you decide to take that risk, in some cases nothing's going to happen, but at least your client was aware of what could have happened on the downside. If the downside comes, it is what it is. Your client made an intelligent risk management decision and it didn't play out. What I've tried to say to lawyers is try to get the clients to not say no, but get to yes, and only say no when you absolutely have to because no is always the safest answer. You don't get in trouble for stuff you don't do. But I'm not sure great companies grow if they're not willing to take risks. Lawyers have to understand the difference between what is a business risk and what is a true legal risk. If something is both a business and a legal risk, understand is the legal risk that you're breaking the law. Well, we're not going to do that. Nobody's going to do that. You have codes of ethics. But if the risk is you're going to get sued, people get sued all the time. You explain to them, look, you could get sued. Jury could do this or this could happen. But if you've done a good job educating your client and your client says, 'Kevin, I appreciate that. But I don't think that if I do this, we're going to get sued because we're going to perform extremely well under the contract and it's never going to become an issue.' I think ultimately that's where you have to be comfortable living. Letting your clients make those decisions. Even if you were in that client's seat and leading that business, you might have come out slightly different. That's why I think lawyers sometimes struggle because they put themselves in the shoes of the client and they say, 'Well, I wouldn't do that.' The answer is no, you wouldn't. But you're not the client. You're not the P&L leader. You weren't the one the board or the CEO put in there. Just make sure she has all of the information she needs. Then ultimately, she makes that call and you have to support her.
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Daniel Abramoff34:23
It does sound like a situation where you come from a background of we've got to protect, we've got to avoid risk to now thinking, you know what, we're going to take on risk. How do I avoid becoming that department of no and being there for our teams? But also educating them on here are the real problems here. Is it worth doing? The ball's in your court.
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Kevin O'Connor34:43
As you get older and you make mistakes, as I've made plenty, your risk tolerance goes up a little bit. It doesn't go down. I feel like I'm more tolerant of risk because I've kind of been around and I've seen things that I thought were going to be big problems and they turned out not to be. So I'm a little more comfortable there. That shouldn't be perceived as I'm a pushover or I somehow don't believe in high ethics and full compliance with law. Of course, I do. But that being said, I've come to appreciate that in dynamic companies, they have to be able to take risk. We as lawyers have to understand what's acceptable, manageable risk, and what is truly not acceptable. I think sometimes the pendulum for me at one point was a lot more things fell in the not acceptable category than in the acceptable. I think the pendulum has swung throughout the years of experience that a lot more things fall in the acceptable even if I wouldn't do it than the unacceptable.
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Daniel Abramoff35:43
I think having that experience as chief compliance officer being completely on one side and then having more and more awakenings in terms of the potentials of what will happen or what won't happen can easily change your opinion for the better. I think that is an evolution that an attorney must go through if they're going to get to the point where they are working with the business where they are a general counsel.
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Kevin O'Connor36:06
I think that's right. I always say to people, this is a common question of how do I go from a chief compliance officer to a general counsel? Because people think I'm just black and white. It's hard at times because there is a stereotype that if you're in compliance, you're like the police and you don't really understand risk. But the reality is I encourage everybody in compliance to get into a business in the rough and tumble. Having served in compliance, you'll have a good moral compass which is important and you have a good sense, but you'll get rounded out a little bit in the business. Likewise, the hot shot business lawyers, M&A lawyers, I ask them to go do a stint in compliance because I want them to understand what happens when we don't manage risk intelligently. You need to see that too and you will be a better general counsel if that's what you aspire to do having been both in compliance and in say M&A. That's what I think we talked about talent development. That's what I think the benefits are. In a law firm you can't move partners around to practice areas. You just can't. In-house you can do that because we're working with great law firms, we're managing great law firms. You can take your M&A lawyer and make her chief compliance officer. You can. If you think about that, you would never do that in a law firm. You wouldn't take your lead M&A partner and make them a litigator. But you can do that in-house. Then when they become general counsel, where they're overseeing litigation, M&A, compliance, they've had a taste of everything. That to me is what makes in-house roles fascinating.
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Daniel Abramoff37:28
Being a general counsel working with different boards, what are some things that you'd recommend a GC really knows about their board and can understand about their board?
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Kevin O'Connor37:34
I think it is a unique thing because corporate secretary always falls under the public company general counsel. At Point 72 there was no board. I had one client and you learn a lot in that environment. But I think you're right that the dynamic of managing a board and a management team and you are the lawyer for both and their interests are not always aligned. You'd like to think they're aligned but I think the key is to understand the flight levels. Maybe that's a good Lockheed analogy because of what we do. The board is not flying at 5,000 feet. They're flying at 20,000 feet. When you talk to the board, be mindful of what you tell them. It's got to be what they need to know to have their noses in, but not so much where they're putting their fingers into the mix as well. That's for management. What you learn as a general counsel, because you shape the agenda of board meetings and committee meetings, is how much is too much and how much is too little. You have to be able to get a sense of what level does the board need to fly at. There will be times the board needs to come down when there's a big issue, but for the most part, they need to exercise their oversight duties, which are a lot different than the day-to-day management duties that your CEO and leadership team need to exercise. What I've had to learn over the years is how do you calibrate? What does the board need to know? What should go on the agenda? We're doing a lot of things. What do we spend three hours next week when they're going to meet telling them about? Because we could spend 30 hours telling them all the stuff we're doing. Let's spend time and be thoughtful on what goes on their agenda because their time is valuable. Number two, what things do we think that we're doing that the board actually could give us good input and advice based on their skill sets? Every board has a different compilation of skill sets. You have to think very carefully as general counsel because you're usually setting the agenda if you're also corporate secretary. How are we going to spend the board's time? There's all the blocking and tackling of a public company: proxy, annual reports, annual meetings. It's a hamster wheel that you're on every quarter and the board plays a role in approving all those statements. You have to get the board comfortable with how you're doing financial disclosures. The last thing the board has to really focus on is management and succession planning. Not so much a GC function, really something that HR leads in the company, but certainly with respect to my own function, I have to be able to tell the board what am I doing to develop a successor either in three years, five years, or tomorrow god forbid I get hit by a bus. One of the most rewarding aspects of being a public company general counsel is that board secretary responsibility. You learn so much. Most people on these public company boards are there because they've had very successful careers prior to board service. Just being in the room, listening to them share their experiences, it's that fly on the wall moment I had as a law clerk. I feel like every day I'm in a board meeting, I'm in that fly-in-the-wall moment and I'm watching very impressive people who have done amazing things in their career share their experiences and input and you just learn. There's a reason we practice law. We don't perfect it. It's because you're learning every day. Being in a boardroom as a corporate secretary, you're just learning about people, how they think through issues, and they're often most of the time non-legal issues, but you're just absorbing that. That helps you do your job better.
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Daniel Abramoff41:06
Got one last one for you. We'd like to know the top three pieces of advice you'd give to a new or aspiring general counsel.
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Kevin O'Connor41:13
I think we've covered a lot of this, but let me try to sum it up. Number one, listen. You have to listen to the businesses, what their needs are, how they do things. A good general counsel, a great general counsel has a foundation which is I understand the business. I've gotten to know my team. Before you do anything, listen and learn. That might take you three months, six months, depending on the size of the company, the complexity of the company. Listen and learn and be objective. I don't care what you've done before you've walked in the door. Don't think you know it all. That can be hard at times, even for me. Sometimes I want to think I know what I need to do and I want to do it quickly and I have to tell myself, give it more time. So listen and learn would be my first piece of advice. Second piece of advice is be ruthless when it comes to talent. That's hard. Whether you're a basketball coach, you need to have the best assistant coaching staff and the best players. You might have somebody who's playing shortstop for you and they might have been with the club for 12 years and everybody likes them, but they're hitting .200 and you got the opportunity to put somebody in there that's in the farm in the AAA who's hitting .400. You need to make those decisions. You need to be willing to do that. Those are hard. I find not everybody wants to make those tough decisions, but your job is to build a world-class legal team. Lead and be ruthless when it comes to personnel. I don't mean ruthless meaning insensitive, but you need to make sure you have an A+ team on the field and you need to be willing to make tough decisions if after you've listened and learned you conclude you don't. That's the leadership component. The last component beyond listen and learn and leadership would be make sure that you are both excellent and efficient as I said before in your day-to-day operations. How do you know if you're providing great legal services? You should have some sort of customer feedback process where customers annually evaluate you. How do you know if you're running efficiency? You should have metrics and everything else. The blocking and tackling is the quality and the cost of the service you're providing. The talent component makes sure that the quality is always high. And then of course you're listening and learning all the time and you're willing to make adaptations as necessary to continue to tweak because your businesses will change and naturally the law department structure and people should change as well. You have to be open-minded to how you structure your department because you might sell a company, buy a company, and that might dictate changes. Be flexible. Be prepared that things are going to grow quickly or maybe not grow as fast as they need to.
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Daniel Abramoff44:07
I think that skill is something maybe people would almost potentially assume, but also never really think about doing. Because it is what it is, it's a breathing living organism almost a legal department. That's fascinating. Well, thank you. I think you said it's been great to be here.
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Kevin O'Connor44:25
I appreciate the conversation.