Office Law

“I was taught by my predecessor that the most important thing in being a business lawyer is to know the business as well as your clients know the business.” —Matthew Broad, general counsel

Bringing a legal mind to business needs with OfficeMax’s Matthew Broad

Lifelong student Matthew Broad originally pursued his law degree “to be a better thinker.” With this lofty goal in mind, the California native accepted a job at Idaho-based Boise Cascade, which at the time was redefining how an in-house legal department functioned. Broad was 24. Twenty years later, when the company split into two pieces, he was the logical choice to head the newly named OfficeMax Incorporated’s legal branch as general counsel. Profile caught up with Broad to discuss his business philosophies, the advice he offers to fellow lawyers, and why he never passes up an opportunity to learn.

Boise Cascade was really a pioneer in structuring a legal department to be like a law firm. The philosophy was to do as much in-house as possible. They tried to hire every lawyer right out of law school and train them. We had a formal rotational training program so every lawyer experienced all facets of lawyering, whether it is litigation, employment law, securities law, [or] business-transactional law. Every 12–18 months, the counsel would go to a different practice group in the departments. I participated in the program and really learned how to be a well-rounded in-house business lawyer—how to manage clients, how to help people make business decisions, and really become a counselor, which was a great experience.

I was given responsibility for all the business transactional work for what was then called the company’s office products division. I held that job from 1989 until 2004. In 2004, we sold everything but the office products division. The board felt I was the logical choice for general counsel of the company going forward, because I was most familiar with the company as it was going to be reconstituted.

As executive vice president, general counsel, and chief compliance officer, I oversee the worldwide legal affairs of the company. I have four practice groups; the people that report to me are experienced as lawyers and at the company. I work directly with them on the bigger issues within each of their areas. On certain individual legal matters, I’ll personally work on if it is something critical to the company and getting attention by the CEO, chief financial officer, or other business leader. I also oversee the corporate-compliance function.

The culture created by our CEO requires all of the executive vice presidents to also wear a general management hat. I would say I spend one-third of my time working with various managers in the business and participating in key decisions for the company that may not have legal content. Like most general counsel of large public companies, I also spend one-half to two-thirds of my day in meetings—collaborating with my peers, reporting what everyone is working on, and then going from issue to issue. I’ll attend meetings where I’m either a key input or decision maker.

We have a very flat structure here in terms of the attorneys, and we are a relatively small department. I spend some time every day working with our legal staff—it could be a very experienced person or an inexperienced person—giving him or her thoughts, advice, and guidance on how to handle a situation. One of my philosophies is that if one of my peers needs something done or has an issue with a contract and they’ve come to me, I’ll take care of it myself.

Compliance matters are another area I roll up my sleeves and get involved in. There is a clear expectation that, as the chief compliance officer, I will personally be knowledgeable and accountable for corporate compliance, and especially in the higher-risk areas we operate. The only way to do it is to be personally involved.

I was taught by my predecessor that the most important thing in being a business lawyer is to know the business as well as your clients know the business. I’ve always tried to live that. I strive to always have a business focus. I hope to inspire the same in my team to help people solve their problems and give them practical advice they can use—not recite the law and let the clients figure out how to apply it.

When talking to young lawyers, I take it one step further. When I coach them, I suggest taking every chance they get to meet in person or make a live phone call to a client instead of sending an e-mail when discussing a business issue. They should begin every conversation with at least three questions to understand the business issues, challenges, and purpose. The point is to never waste an opportunity to learn more about the business and, secondarily, to demonstrate to our clients that business knowledge is critical to us. I still do that to this day. The clients will always know more about their business than I do, so I never pass up an opportunity to learn.