Be the GC! Virtual Discussion with Jeff Levinson, Vice President and General Counsel, NetScout

Yeah, thank you, Gemma. Great to be here. Thanks for having me on. Looking forward to it. And I'll tell everybody, there may be occasions where I flip the interviewing role and ask Gemma some questions. That will be fun. So let's get started right away. We're going to talk today about challenges and seizing opportunities so that we can lead not only within our departments but within our companies and within the profession in general.

Sure. Thanks again, Gemma. Thanks for everybody participating today. Appreciate the chance to talk to you about some things. I think there'll probably be a couple themes that we're talking about, but this first part is what is our role as in-house counsel. The way I would dive into it here is how do you seize opportunities. I'll give a couple examples as Gemma suggested. One is you see things that aren't getting done or you see things coming up that you feel need more attention. I'll give you some specifics. Some are very classically legal. A few years ago, GDPR, the European data privacy regs, were being talked about, even before they were actually enforced. Lots of companies were just not getting ahead of this. It was coming down the pipe. People either didn't know or didn't know what to do with those types of regs. In our company, it takes a lot of people and a lot of cross-functional collaboration to address those issues. But I saw it a year and a half before we knew it was going to be in place. We see a deadline but we don't see the cross-functional work to get the right answer, to get to compliance. So it really takes somebody to call the meeting and get people in a room and say, 'We're forming this working group. This is the issue that we are facing. How do we solve it? Marketing, what do you have? You have to go through the inventory of personal data and that type of thing.' That goes all across the organization, working closely with IT, with all the groups to get to the right answer so that on that date in May, you're ready and you can say in good faith that you're complying. I think the opportunity for the legal team is to say, 'This is something that needs to be done. How do we get the right people in the room?' A lot of times we're going to have to lead it even if it's not strictly a legal function. The other one that I think is even more interesting to me right now because it's more current is ESG, environmental, social, and governance. For me, that was something where I was starting to see customers asking questions about what our company does. We're a public company, we do cybersecurity, we do service assurance, so we're helping customers with their networks. We're seeing demand from large customers saying, 'What do you do around all of these types of issues, whether it's climate change or diversity and inclusion or health and safety?' We were answering those questions through different groups but not in a consolidated or coherent, holistic response. That's one where I felt like it was really important for us to not only have a good foundation but also start to drive some change. That is the hallmark of jumping into an area that's not strictly legal but allows us, all of us who are in-house counsel, to take an opportunity to lead in an organization across functions with different groups and to drive change.

Great question. It's sort of the continuum of how do we deal with this range of issues. There are some foundational things that I think about. One of the things I talk to my team about, and I'm proud of the team that we've developed here, is that if you're in-house, you really have to be able to deal with volatility, uncertainty, complexity, and ambiguity. That originally came out of the US Army. There are so many issues that are in these gray areas where there is no clear answer, potentially no clear leader. For companies our size, if you're in a large company, you're going to have a sustainability organization and lots of resources. Most of us don't have additional resources to deal with these types of things, so you've got to figure out a way to address that and be comfortable with it. I also talk about raising your hand and taking up essentially volunteering and seizing the initiative because I think of us as business lawyers. We are lawyers, but we are also business people. We bring a certain subject matter expertise. It's fairly easy to explain to people we have to comply with GDPR. There are ways to do it, and you do a risk-based, practical approach, and you have to bring people along because they don't understand it. That ESG piece is very different. It goes to whether you want to be a leader in your company, whether you want your company to be a leader in this particular area, and with whom you work in your company. It's not that hard, but it's work. It's getting the right people in the room to have the discussion and to figure out who is going to do what. We can't take it all on; it's a very operation-heavy initiative or program. We can help drive it. The other thing I'd add is that there are a lot of things that companies are doing already. When you talk about ESG, it may sound like this brand new, really interesting thing, but it's got all these pieces and nobody knows what they are, and the frameworks haven't been decided yet or converged upon yet. The question is, what do you do as a company? What can you talk about that's the hallmark of what you do well? Are you already good in addressing climate issues? Are you already good in addressing diversity, equity, and inclusion? Can you now talk about that? We have leaders here who want to talk about that. We now have an opportunity, a platform to do that, and we need to put some structure around it. Ultimately, it comes down to volunteering, raising your hand, getting the right people in the room, and doing the work.

Now, Gemma, I do want to flip this right now because you've done a lot of different things too. I just wondered how you thought about it. I know you've done a lot in different non-legal things, and you have some interesting thoughts on this. As I was telling you before we started, I've been talking with different groups about conducting inclusive meetings. That's something where I think anyone would agree is a good approach to have. For a lot of reasons, you want your meetings to be as inclusive as possible. There are behavioral elements to that, though. If I come to a group and I say, 'You are all empowered to call out microaggressions,' and then the most senior person in the room, unwittingly, not on purpose, might say something that would be perceived as a microaggression, nobody's going to comply with that mandate. So you raise your hand and you start to recruit people. You put on the hat as an educator and you talk about it. You promote a little bit if you will. So we have that dual role of being legal and articulating why from a strictly legal perspective it's important to execute against these goals, but then we also educate, we advocate, we do other things so that we can create consensus. To me, that's what it's about. What are the steps that you take to create consensus around the issue so that you can then push for budget, authority, executive buy-in, whatever it is that you're looking for?

I'm going to take a step back because a lot of the things we're talking about now are high value, very interesting, high level, big visibility things in the corporation and outside. Third parties are looking at this, investors, other stakeholders, communities. If I take a step back, I'm operating on the assumption that we're doing the blocking and tackling correctly. Before we can do all these really cross-functional, really interesting things, we have to make sure that we're doing the contracts correctly, that we're advising correctly around basic compliance issues. There's a threshold that I think we assume when we talk about these other things. It's implicit in how I think about our role: we have to get all the basics correct. That's the assumption. We're doing all the basic legal things correctly so that we have a foundation, credibility to do the plus work. If you're just starting out in your career, you're probably focused more on how you're going to be really good at commercial contracts and licensing, or corporate securities, or advising your internal clients on employment. Then you start to think about developing experience and judgment and applying those. I've spoken to law school students, and a question has come up: 'When I go into a law firm, how do I know what to do?' You learn the framework, and then you just start building on top of the structure. Now you have the foundation, and you jump into your question. You're in the room and you're talking about ESG. It is clear that the G part is part of our charter and we've dealt with that for years. The E and the S parts are parts that other people have owned, but now we're bringing it together. I would say that people have an understanding that when I bring people in a room, I'm doing it as an executive who's leading this initiative, as opposed to necessarily the general counsel, though it's sort of blurred. If there's a question about legal advice or a compliance issue, that is a different question. That's something where I do make it clear that we're acting in a different capacity. But when we're talking about fairly business operations-oriented things, you're really more in the main seat at the table and you're leading that discussion. Not everybody wants to do that, so you have to figure out what you're comfortable with and what you want your role to be. You do have to have good judgment and awareness of what's going on. Are we talking about a governance issue that's a legal issue that you are strictly responsible for? Are you talking about an environmental issue where you have to get manufacturing or facilities involved and help drive that in a team way, in a consensus-building way?

I'm guessing that anybody you talk to is going to have some shared attributes and some other attributes. It goes back to some of the things I've been saying. We assume that if you're in one of these in-house roles, you have the technical expertise or you're going to learn it. You have to own your subject matter area. As general counsel, that means you have to own all subject matter areas and you have to know everything. I'm not exaggerating much. You really have to know at least a little bit about a lot of things, but you build that over time. So I'd start with the basics: you have to be good at what you do. That doesn't happen on day one; that builds. Then on top of that, you need to think about how you apply judgment, how you are accountable to the board and the CEO or the business leader that you work with. You have to be accountable. There are so many different things. There's the basics, then there's the judgment on top of that, there's the seizing opportunities for taking initiative. That could be strictly legal, like how do you drive the commercial contract to conclusion? How are you the leader on that? You have to become comfortable with uncertainty in our world because we have gray areas. Going back to GDPR, when that came out, the rules weren't fully there. Companies did not know how to really address that. If you asked outside counsel, they'd give you some ideas, but basically you could see them in the background saying, 'Huh, that's kind of a good idea. I might go share that with the other company,' because they didn't have the answers either. So you sort of invent it yourself based on your legal judgment within a framework of good faith operation, and it evolves over time. You have to keep an open mind, you have to be able to deal with that uncertainty, you have to raise your hand. At the end of the day, it's not all glamour and glitz; it's rolling up your sleeves and getting to work. I would go back to one other point: owning your area and being the go-to person within the company. I think that's really important. Outside counsel does a lot of really good things, and we work together really well. They can be very good partners in areas that are really technical or that you don't want to build core competency in. But I really don't want to defer to outside counsel on something that is within the realm of what we do because we own it and we're accountable, we're responsible. When you're sitting in a room with the executive team or the business leaders, they're looking at you, not at outside counsel. You can't say, 'Outside counsel advised this.' When it goes south, it's on you. So my advice is own it, learn from outside counsel, understand the issues, ask them lots of questions, always ask the why questions, and use them as needed, but really make sure that you understand why you're going a certain direction.

It's another good question. Your questions are not easy. How do you do that? Part of it is, did you hire the right people? You don't always know that. Sometimes people are very good at one thing but aren't able to shift, or they get to a certain level, which is fine. The people who are continuing to grow on the team are the ones who keep an open mind. It's like any team: it's the ones that you see repeatedly raising their hand saying, 'I'll volunteer for this, I'll do that.' It's not quite within what I've done or ever done, but if you think about it, we get things all the time where you're sitting in a room and the CEO turns to you and says, 'Hey, we need to go do this,' and you think to yourself, 'Okay,' and you think, 'I've never seen this, I've never done this, but we've got to figure it out.' Maintaining that open mind and willingness to do it goes also to some of these other skills that are not classically legal skills. They're either business skills, which I encourage people to learn and get educated on, but also sort of basic skills like presentation skills, writing skills, communication, and really project management. If you can do project management in an in-house legal department, you are worth your weight in gold because it is not an easy task. It takes somebody who's really focused on getting to the right result and knows how to get there. For example, at some point you're going to need a meeting of these people, but lots of times people don't think, 'I've got to work back from that point and schedule that even though it's a month out and make sure people can attend.' You're working your whole project plan based on looking out to the future. There are sort of basic things that you think about, but not everybody can do that. They're in the moment. You've got to think, 'What's the big picture? How do I get there? How do I achieve that?' On presentation skills and writing skills, presentation skills to me doesn't mean you have to be a great presenter. It's about communication. Can you communicate your message? Can you be culturally sensitive and sensitive to how people communicate? There are clearly gender differences in communication. You need to be aware of that. There are people like me who are introverts. Getting in front of a room or getting on a virtual hall is not entirely comfortable. It's not something I naturally do. So you need to figure out how each of us communicates and work within your style. On the writing side, it's practice.

Oh, that's a good one. There's probably a glib, funny answer, but I'll stick with the straightforward answer. The great thing about lawyers is that we like to do fact-finding. We need to understand what the issue is. So my first question is, 'Why? Why aren't they motivated? Why aren't we lined up here?' It could be that I didn't do something right. Did I not communicate our mission correctly? Did I not communicate the goals correctly? Is there something in there that tells me there was a disconnect in the communication or the goals? As leaders in the company, we need to ourselves first understand the mission and the strategy. It can be very inspiring, but sometimes it gets a little bit lost. So you have to continually refresh: what's the mission, how are we accomplishing it, and what's our role? If I've gone through that and I've communicated that, and I think we can all do a better job of communicating with our teams and with others, then is there a personality issue? I would have to understand a lot better in the fact-finding why people were not motivated. That was a very hypothetical, general question. Maybe there's a specific if the person wants to write in, but I first need to understand it better.

Yeah, I think that's exactly right. I just want to underscore that because it's something I have to remind myself. I think you're good at making that your superpower, listening. Sometimes we forget to listen because we're going fast or whatever. I think that's a really good point.

The glib answer is you have to ask my team; they probably think I do micromanage a bit, maybe more than a bit. It's a question of how you start loading people with responsibility and see how they respond. They earn trust, and the more they do, the easier it is to say, 'Okay, they have it, and I don't need to worry about that now.' That does not mean I am hands off. It means that we have good communication, and the person responsible for whatever area is keeping me updated. It's a two-way street all the time. You need to have that constant communication. If somebody is in charge of something, they are developing judgment to say, 'Hmm, I think the general counsel needs to know about this,' or 'We need to do a progress update.' I'm sitting there wondering, 'What's going on? I haven't heard from this person in two weeks. I don't know if we're meeting our marks or passing the milestones.' There's a lot of responsibility on the person in charge, but to the extent you can have a good cadence of communication and keep somebody like me informed, then you get to do more and more, and I get off your back more and more. That builds over time. It's really important to make sure that no one gets surprised. I don't want to be surprised if there's something involving other executives. I think there is opportunity for people to earn responsibility. As our CEO says, we're going to trust first, and then you get more and more trust. My inclination is I'm going to trust that you're going to do what you're supposed to do. That's why we hired you. We try to treat people as professionals. It's constant calibration, but I think it works pretty well. People over time really earn that trust, and then you get to be the owner of your area and you can run it basically the way you want because the team and I have already talked about what's our mission, what's our strategy, and we agree in a line. If there's a disconnect there, then there's going to be a problem down the road on the execution side. But if you agree on strategy and mission, and everybody spent some time understanding where the corporation needs to go, then I think it's a lot easier for people to just take it and run with it. Micromanaging is bad. I've been micromanaged, and I chafed at that, not here, previous jobs. So I get it.

There's a good way to put this and then there's the other way. The good way to put this is have a bias for action. Assume that you want to do something to accomplish something, and you've got to drive through that because any company has bureaucracy and barriers, and we all have resource constraints. There are a lot of challenges, a lot of obstacles to overcome to accomplish things in a company. The bias for action is really important. Understand how you're going to drive this forward and understand that you have to navigate those obstacles, but bring people along and figure out how to overcome them. The other way to say this, which I don't say because this is not what general counsel should say, is ask for forgiveness, not permission. It is a little bit of that. If you have good judgment and you're within the bounds, obviously we're going to comply with law, we're going to be squarely within the legal and ethical bounds at all times, but within that, how do you drive forward? I'm talking about how do you accomplish things within the company. So you have to have a bias for action. Another hallmark in my head, and it's not really an attribute, it's a foundation, I really like the term that Ben Heineman, who was the former general counsel of GE, coined: high performance with high integrity. If you think about the department, how each of us should operate, it's high performance with high integrity. That's how you drive forward. You have a bias for action, you're performing, obviously high integrity is the most important thing for what we do because you have to have that before anything else. You have to have credibility that you're going to keep people safe and help them with guardrails and steering clear of danger. That is the core of what we do. To accomplish things, you have to have that bias for action. If you're new to this, a lot of it is really walking around and talking to people and making sure you built those relationships and that you're explaining to people what you're doing so it's not a surprise.

See, this is what happens when you go off script. I love the question because I'm going to go back to a point I made: you give people responsibility and they earn trust and confidence. Part of that is not just that they're accomplishing their job but that they're doing it in a way that makes sense for you as a leader and also for the company. There's a lot of this which is, are you responsive to your internal clients? Are you getting the results? We have a certain way, and we're trying to figure out back to work, back to the office like every other company except the ones who said no, you never have to come back, and the others who said you're coming back in five days a week. Tech companies like ours are all in this great international lab experiment: how do we get back? Is it hybrid? Does it make sense? There's no right answer yet for that. I think we have to recognize that there's been some change. I've always believed people can be productive not sitting in a particular building. If they earn that trust and confidence and show that they can do it, we're going to be able to have a conversation about what works for them. I'm very much a results-oriented person: how to accomplish the mission in a way that makes sense for people. That said, I like to come in, drop in, have a conversation, solve a problem very quickly. It's great to see people back in the cafeteria. I like that face-to-face communication and just seeing people and reconnecting with people. But I don't think this issue is a pandemic issue. This is the same thing that was two years ago or 18 months ago: how do we accommodate? If we're going back to pre-pandemic conditions, have we learned anything? I think some people probably have, but we're still struggling with the same issues: how do we make the workplace work for people who have some of those particular issues? I think about it this way: we have good players, we're going to figure out a way that works for them. The really high potential, good people don't take advantage of it. If you have a large organization, there's always going to be a knucklehead out there that's going to try and game the system. That's a different question, and that's a manager supervisor issue. You've asked the bigger question: can people be productive? The answer to me is clearly yes. Good people can work anywhere. How do you accommodate people who have responsibility for elder care, child care? There are a lot of questions in there that we as a corporation, now putting on our advisor hat, have to think through because you don't want people in different departments making up their own rules. You have to have a coherent plan. You figure out what the legal rules are, but then it's really what's your company culture, how does it work? It's a CEO-level decision with input from the head of HR and the head of legal. The CEO is going to be part of that conversation, but they're going to make a decision: what kind of company are we, how do we work best? It is a really interesting question these days.

Yeah, the crazy thing is, Gemma, a lot of the issues, a lot of the problems in the legal profession around how do we get the best people who may have some constraints on how they work and how do we advance them in their careers, has been around for decades. A lot of the issues we talk about, women in the workplace, we've been talking about for decades. I'm hopeful that we've learned something through this past 18 months that will improve lots of these conditions because we've learned that people have a day job and a day job and a night job, and you can be effective in your job. We've proved that works. I'm going to make a statement, you're going to tell me if you're great: you don't have work-life balance, you have everything just all at once. You just sort of figured it out. It's not optimal maybe. People have to deal with a lot of different things, and I think we could do a better job of active listening, understanding, and for people who want to work and participate and advance, figure out a way to make that happen.

I'm thinking about that question. I would answer it this way: it can be important if that's what you want to do. Not every one of us has to go run ESG or whatever in a company. There's a lot of core work that needs to get done, and if that's your comfort zone, that's great. But I think you always have to be open to learning and understanding and developing. Even if you want to do sort of one legal area, the world changes. You need to understand and be open to what those changes are and be ahead of it. If you want to do more, then I think you really have to keep an open mind. I'd say be creative. I think creative is a really interesting word, but it's also just keeping an open mind. What can I do? It's a little bit of a stretch. Usually, it's like entrepreneurs: they look at a problem, there's a problem to be solved, how can I best solve that problem? They look at something that's bothering people or why doesn't this work, and they say, 'We should always ask the question why are we doing it this way.' I love the question why, and I will often ask why questions of business leaders or outside counsel. I think that we should all be comfortable with the idea that we may not have the answer to everything. I said earlier we have to know everything, which is a little bit of an exaggeration, but you're in a room and people are saying we need the answer now. Sometimes you can say, 'Let me go research that,' but other times you really need to give people some direction. I lost my train of thought, and I guess that illustrates my point: we don't always have the answers. We can be seen as... I don't think it's a dumb question. It's like, 'I don't understand this. Could you explain it to me?' You're asking your business partner something that may be so obvious to them but it's not obvious to you. It's like when we're in college, asking that question, there are ten other people that have the same question but they didn't raise their hand. I'm very comfortable raising my hand saying, 'I just don't understand this,' or 'Can you simplify this for me?' You get really good results by asking why are we doing something a certain way and then asking, 'Explain this to me,' because we have to understand it.

Yeah, excellent point. These kind of classic legal issues, like you're working on a 10-K or a public filing, or marketing comes to you with a document they want you to review, or manufacturing wants to sign a contract with some supplier. You don't really understand what they're trying to achieve. They can explain what, but why does this work? When people get comfortable that you have a solid foundation of legal experience and you're interested in what they do, you're not asking questions to waste their time, you really want to understand it. I've pulled out the 'I'm just a poor country lawyer, can you explain this to me in simple terms?' I am from Tennessee, so I can pull that card occasionally. If you don't understand it, it's better to ask the question in that room and let people explain. Usually they like explaining it anyway. But it is vulnerable. I would say that especially when you're just starting out or you're more junior, it's pretty hard to do. But I think you attribute good faith on the part of the people you're talking to and you give them a chance to help you understand and get better and educate you. Just say, 'Look, this is new to me. I don't understand this particular thing. Could you explain it?' Usually people are pretty good about taking time to do that. They'll probably tell you more than you want to hear.

People have such good questions. I have to think about that one. We sort of go along and we build up this muscle memory and we don't remember exactly. Maybe the way to answer it is, where are the scars? Had you known, could you have avoided this or that? Some of the things that I think about are, I'll revert to no surprises. Make sure people understand what you're doing. It's a little bit of a balance because we were talking about how you're trusted to go run this operation, help guide the company, keep the company doing things the correct legal way, high performance, high integrity. But you do need to keep people informed. When you don't do that, people get surprised. Communication is a really important thing. I like Gemma's point about listening and trying to really understand what people are trying to achieve. So somebody brings you a problem or a question or something they need done, try to understand why they're doing that, what's their goal, what's their motivation.

Yeah, that's really interesting. I like that. It goes to this point about when you're in-house, whether you've gone directly or from a law firm, you're working with people at different levels of the organization and they all have different views of what lawyers do. Some say, 'Don't go to legal and get stuck there.' For most of us on this call who are really good at this, we've been able to correct for that. But the flip side is sometimes people will look to legal and if legal says something, they take that as, 'Oh, I have to go do this.' Then they will take that to the next level when they're talking to somebody: 'Legal says we can't do it that way,' or 'Legal says we have to do this.' So you have to be careful with how you present, communicate, and use your legal power. To your point, you have to really collaborate well, understand what the business is trying to achieve, and give very clear guidance and instruction. This goes back also to fact-finding. Make sure that when you're being called in or asked something, because maybe you're not already in the room talking about something at a nascent stage but you're later in the process, you want to ask questions so you understand the scope. They may say, 'Oh, this is what you need to know,' but you really need to know this. I think there's a lot of collaboration, asking questions, trying to get to the right answer. That question is a good topic. It would be a good prompt for an article for sure.

I started ACC a while ago. I ended up going to one of the annual meetings when they had these in person, which were great, and I met a lot of people. I found that it brings a lot. It brings you networking of like-minded people who want to get really good at what they do, who want to be leaders, who have a lot to contribute. Similar to ACC, a lot of us are involved in non-profits. Especially for people just coming up or new in their jobs, working with and volunteering at non-profits, and then eventually maybe a smaller one getting on their boards, really helps develop all those communication, presentation, collaboration skills. ACC is like that. It's getting together, whether you're working in a network or on a committee. There's an opportunity to work with people and get smarter, and a lot of resources. You meet some really interesting people. The funny thing about it is you learn that the problems you're dealing with are probably not unique. The challenges that you have with your sales organization going around you or not coming to you, everybody's dealt with that for a while. So you learn, 'Hey, I'm not alone.' For new issues, 'How do we deal with this? What are people seeing out there?' I think it's been a great opportunity for meeting people and getting resources and working together with people who are actually pretty fun.

No, Gemma, thank you for this. Thanks for the opportunity to chat with people. People had a lot of choices of how to spend their lunch hour, and they chose to come here to ACC, which I appreciate. I hope it's been helpful for all ACC members. The great thing I'm going to close with is this point: if you didn't know us before, and everybody knows Gemma, but if you didn't notice before, we're the kind of people you can just reach out to if you have a question: how do I plug into this or that, or I have this particular issue. I think you'll find that of the ACC Northeast Chapter board and the people that you meet, it's a great resource of all of us who are willing to go out there and talk and figure out how do we all get better, how do we all improve, and how do we make ourselves, our departments, and our companies better.