Gemma Dreher speaks with Kathleen Burke with additional questions from the Be the GC! event.

Hi Gemma, how are you?

Yeah, and I think the right answer depends on the nature of the business that you are representing. So what might be right for my company wouldn't necessarily be right for somebody else's. So I think you have to look at what's the risk profile of your business agreements, what's the skill set that's available to you in terms of resources, do you have a contract administrator, do you not, how sophisticated are your sales guys, and so on. There are a lot of factors that kind of go in initially, but then I think you look at both quantitative and qualitative things. So for some companies, you might just sort of have a dollar threshold and say, look, under a certain dollar threshold we're going to live with this. But sometimes, at least in the case of my company, we layer qualitative factors on top of that. So for example, anything that has to do with IP ownership when you're talking about developing something with a customer or a vendor, or anything that has to do with development and IP, that's going to get reviewed by lawyers. There are certain product categories that are particularly complex and bring their own set of risk factors with them; those kinds of products are always going to get reviewed. Even some end markets, right? If it's for, you know, we do some work in defense, so those are areas where there's a heightened risk and you're going to want to look at those. So it's really for us it's a combination of all those different things. You have to kind of look inward and outward to assess the risk profile. I think there's no single right answer, and you have to know the nature of your business to know when you can get to a comfortable level.

Yeah, and it brings up a good point. There's two other things: one is obviously if it's on your own form that's already been fully vetted, I think you can get a little bit more comfortable with that. And the other thing is if you are able to train the other people who are touching the contract, in terms of saying, here's our risk profile that we can live up to. You know, we can't live with unlimited liability, so if that's proposed, escalate it. So you can also sort of say here are some parameters, and if you go beyond these parameters then you escalate it.

Yep. And we have developed a playbook for review which allows people to reference information, sample clauses, things like that, so that they can take a little bit more autonomy, but the legal department's always there as well.

Yeah, and I think we may have alluded to this a little bit in the prior discussion, but for me, I will say, depending on the size of your department you may or may not have room for specialists, people who are deeply knowledgeable in one area. But for everybody across the board, for sure one of the most important things from my perspective is sort of a business pragmatism, which is solutions-focused analysis. So not just identifying things that are wrong, but taking that and translating it into an assessment of the corporate risk profile and then coming up with a solution. So your deliverable isn't the legal analysis; your deliverable is the business solution. And I think that because we've built a department that really has that same sense, we are really approachable and we have a very good relationship with the business. It's not like, 'Oh god, we got to go to legal with this'; they really see us as, 'Hey, these guys can help us navigate these issues.' And even with the most complex, sensitive IP, biggest customer issues, you know where our team is absolutely essential because we can help brainstorm and focus on how we get to the place we're trying to go. So I think bringing that to the table is not only important because of what you're doing as a job, but it's also important because it makes you very credible as a department. And again, people don't see you as a box that has to be checked but see you as a means to help drive to the end. And then in those cases, once you've got that credibility, in those cases where you want to say no, you can't do that, but here's what you can do; people aren't throwing up their hands and saying, 'Go ahead, legal is getting in the way again.' So it really is kind of a mindset. And the other characteristic that is very important to me is a sense of humor, because it's pretty stressful. Things can get pretty crazy, and if you can sort of laugh about it and feel like your teammates are rooting for you too, it just makes things a lot easier. So that's important to me.