The Making of a Chief Counsel

Crate and Barrel is considering international expansion in South America, Turkey, Russia, and more. It’s up to Vicki Donati and the legal team to execute due diligence in each market.

When Crate and Barrel needed a new in-house counsel, Vicki Donati seized the opportunity. Now she’s helping the company find growth abroad

What I’ve Learned
Lessons in Moving
In-House
From Vicki Donati

 

1.

“Being a general counsel takes more than just knowing about the law. It’s about understanding the business you are in.”

2.

“It is critical to ask questions and to put your hand up when you don’t understand something.”

3.

“There are some people who are really good lawyers but aren’t very good teachers, mentors, or partners. Both skills are important to find in outside counsel.”

Every general counsel has a story of going in-house, that often unexpected moment when the choice to leave the world of billable hours becomes not just a possibility, but an opportunity. For Vicki Donati, the moment came when Crate and Barrel, one of her premier clients during her tenure as a partner at a midsized law firm in Chicago, announced an opening for a new general counsel. In September 2008, following 12 years of working with Crate and Barrel as outside counsel, Vicki found herself north of the Windy City, settling into Crate and Barrel’s Northbrook, Illinois headquarters.

With more than 6,000 employees, Crate and Barrel is one of the country’s top home-furnishings retailers. Having worked with the company for several years, Donati’s expertise in labor and employment law garnered her the respect and trust of the company’s leadership team. More importantly, the respect flowed both ways. In her work with Crate and Barrel, Donati had picked up on the culture being cultivated at the company. Employees had an infectious passion for Crate and Barrel’s business and a commitment to excellence that Donati admired.

Donati was also attracted to the service and customer-focused aspects of the retail industry. The Crate and Barrel employees with whom Donati had worked, from top executives to part-time associates, took to heart the company’s credo of passion for people, products, and presentation, and exuded those values in every aspect of their day-to-day work. “It’s a culture where doing the right thing—servicing the customer, trying hard at every turn to bring an excellent experience to the public—is very top of mind,” Donati says.

But like all in-house transition stories, Donati’s move into her new role was not without challenge. Outside counsel are generally approached by a client with a specific problem and the hope of a specific answer. Coming in-house, Donati had to shift her perspective and focus more heavily on “independent issue spotting without the benefit of a well-teed up issue,” she says. “Very little is posed as a direct legal question. [The job of the] inside counsel is to figure out where the problem is. It is much more proactive and initiative driven.” One of the best parts of the job in Donati’s eyes has been her participation in the executive management function—having a seat at the table allows her to pose legal and compliance questions in real time and to issue spot as business discussions evolve.

In addition to addressing potential problems before they happen, Donati’s role as general counsel and corporate secretary is multifaceted. Her initiatives at Crate and Barrel involve a broad range of topics, including international franchise and compliance work, employment counsel, tax counsel, real estate, privacy counsel, litigation, and corporate governance, among others. Given Crate and Barrel’s status as a specialty retailer, Donati’s role also involves a great deal of work with intellectual-property rights—from copyrights and trademarks to domain name issues and patents—and close collaboration with buyers and agents to make sure that Crate and Barrel’s products are of an original and fresh design that respects the work of its designers.

Donati’s role at the company is a broad one. She no longer spends her days surrounded by lawyers and legal professionals, but works with colleagues from every corner of Crate and Barrel. Her new role requires her to interface with people from a wide array of professional backgrounds—from business executives to financial managers to HR specialists to artists, and many others in between. A first priority for Donati is to communicate effectively with each individual or business unit and to be sensitive to their ways of thinking. For example, the communication style of the financial team members can be different than that of the creative team members, and Donati takes her cues from her business partners, learning what is important to them in their jobs and how they view the company and the issues at hand. She has also learned that different voices and lenses apply across the company’s three brands: Crate & Barrel, CB2, and The Land of Nod.

While the transition period had its challenges, Donati’s previous experience has given her a special eye for meeting the needs involved in acting as a liaison between the company and its network of outside counsel. Donati takes special care to connect the dots for outside counsel. For example, rather than simply presenting outside counsel with an issue in a vacuum, Donati tries to provide context for the issue to let them know where it sits in Crate and Barrel’s overall business plan and why it is important to the company. She strives on all issues to connect the outside counsel with her internal clients—the business people—to add to that context and to help the issues retain their human element and focus, and thereby get the best results for the company. Although her network of counsel is spread across the country, in-person engagement is crucial to Donati’s work philosophy. She values counsel who take the time to come to Northbrook to meet in person. “It may take more time, but it helps communications and almost always yields a better result,” Donati says. Context typically begets advice that goes beyond an immediate answer; it allows outside counsel to provide specific ideas and guidance on how best to move forward or to address tangential concerns raised by Donati and her team.

As Donati has grown in her role at Crate and Barrel, she has grown accustomed to a corporate environment that prizes development over perfection. A chief lesson she has learned is that good results come from asking good questions and from not being afraid of imperfection. “Some of the greatest moments in my career (both in-house and at a firm) have been when I’m able to admit to and learn from mistakes I’ve made,” Donati says.

Today, Donati is directing her range of expertise and passion to help Crate and Barrel expand even further. The company is looking beyond its robust online presence and 100-plus locations across the United States and Canada to explore international markets. Having established a presence in Dubai, Singapore, and Mexico City, Crate and Barrel is now evaluating South America, Turkey, and Russia. Donati plays a key part in this initiative, coordinating and negotiating the contractual agreements to enter those new territories and to ensure that Crate and Barrel has the rights it and its partners need to expand worldwide.

Donati’s hope for the future is to make an even greater strategic impact on Crate and Barrel’s business, with an ultimate goal of keeping the company ahead of industry-wide issues. If her success thus far is any indication, there’s no doubt she will continue to be a valued strategic partner as Crate and Barrel charts new territory.