The Legal Point of View

Brett Nissenberg | General Counsel & Senior Vice President | Riverbed Technology

Being a lawyer means more than just lawyering—especially in Silicon Valley. Here, Brett Nissenberg, general counsel and senior vice president for Riverbed Technology—a company he incorporated as an associate for Gunderson Dettmer in 2002—talks about wearing multiple hats, and what this looks like at a business on track for a billion-dollar year.

What do you consider your most important role at Riverbed? 

There are a lot of roles for a GC—traditional lawyer, business partner, counselor, strategist—these are all important, but acting as a counselor to the board and senior management is probably among the most important, especially in a public company. There is an increasingly complex regulatory and corporate governance environment, and navigating that is especially important.

Is there much balance required between the legal oversight you’re providing and your role as a member of the management team? 

This could be a source of conflict in a number of companies, but not at Riverbed. Doing things the right way is a core value for Riverbed; it’s not just a legal construct. Balancing my interest in advancing the business with my interest in doing business in an ethical and legally compliant way is not a particularly burdensome exercise, because those concepts aren’t mutually exclusive.

What does a general counsel need to do to become indispensable at an organization? 

In today’s public-company environment, a GC is indispensable based solely on the value that he or she adds just in navigating the changing corporate governance and regulatory landscape. First of all, it has become so much more difficult to go public, and second of all, to operate successfully as a public company requires a strong legal presence within a company. With the increasing federalization of corporate governance, the GC plays a more important role now than they ever have.

How have you built the legal team at Riverbed?

When I started, I was an army of one. Now, there are almost 20 on the legal team. It was a small company when I joined—a small start-up with big goals. Now we have 20,000 customers all over the world, served by 2,600 employees in 40 countries. Building the legal team has been a deliberate exercise in determining what skills and resources we need to bring in house, and then hiring those resources a step ahead of when they become critically necessary.

What qualities make for strong in-house counsel? 

Independence and integrity. You need to have a strong voice, you need to make sure that your opinion is heard, and you need to make sure that, when there’s a course of action that needs to be followed, it gets followed.

In the constant battle of cost versus benefit, how do you evaluate outside counsel? 

I think it’s difficult to overstate the importance of getting A+ outside counsel. The difference between A+ and B+ counsel, depending on the issue or the matter at stake, can mean millions of dollars, and it can also mean unquantifiable but equally damaging reputational costs. The value added by outstanding counsel will always exceed the amount on the invoice.

When working with outside counsel, do you look to the firm or the individual?

In general, I want outside counsel who are business oriented, extremely sharp, and who don’t lawyer for the sake of lawyering. It’s always the individual. High stakes legal work requires that you put an enormous amount of trust in your outside advisers. We’ve been lucky to find some terrific outside counsel. When you find those individuals, you tend to run with them, regardless of the firm.

How important is it for in-house counsel to understand the core business? 

Someone once said that the GC is a steward of the company’s values. That resonates. The GC is uniquely positioned to make sure that the company’s core values are carried forward and that things are done the right way. You do that both in your role as a legal adviser and as a business partner, and you find that your value to an organization is enhanced when you can wear these multiple hats.