Don’t Just Say No

Eric Lerner, Senior Vice Presdient & General Counsel

Eric Lerner’s formula for success as a corporate general counsel starts with becoming part of the solution

Eric Lerner admits to being somewhat of a legal nerd when he was growing up. “I was one of those kids that was always taking a contrary position or negotiating a friend’s problem,” he says. “People were always saying, ‘Here comes the lawyer.’”

He was actually a “lawyer to be,” and eventually followed his natural interest and earned an undergraduate degree in law and society (a major he developed) at SUNY Binghamton, and a JD from the University of Chicago.

After a 30-year career in private corporate practice, primarily with Rosenman & Colin as a corporate partner and chair of the corporate department, and most recently at Kramer Levin Naftalis & Frankel in New York, Lerner is now senior vice president and general counsel for Systemax Inc., a Fortune 1000 computer, computer-components, consumer-electronics, and industrial-supplies retailer with annual revenue of $3.5 billion and a growing presence in Europe. Lerner was happy to share the philosophies that guide his work at the expansive corporation.


“I was one of those kids that was always taking a contrary position or negotiating a friend’s problem. People were always saying, ‘Here comes the lawyer.’” —Eric Lerner

1. Draw upon your previous experience

Prior to joining Systemax, in May 2012, Lerner was what he calls a “straight-up corporate and securities lawyer,” but with a practical, real-world twist. In that capacity, he worked with public and private companies, established businesses and start-ups, operating companies, and financiers. It was perfect preparation for what he does today.

“Many of my clients were operating companies that actually made and sold things,” Lerner says. “While working on large transactions is a staple of life at big law firms, it’s not a common-place event for most companies, which have many more day-to-day operating concerns. So I’ve always been very involved in contracting and transactional work, HR matters, commercial disputes, regulatory and compliance issues, corporate-governance issues, and just all the different areas of law that those kinds of companies get involved in.”

The experience also put Lerner in touch with a wide array of people and personalities, which was a boon when he went to work for a company as large and diverse as Systemax. “In a way, my whole career was on-the-job training to be the general counsel for a large public operating company,” he says.

2. Be prepared to wear many hats

As general counsel, Lerner has to be many things to many people. “You’re certainly a business partner,” he says of his role. “You’re a strategic consultant at times. Sometimes you’re a project enabler. Sometimes you’re a cop. You have to be a bit of a chameleon and adapt yourself to the company’s needs, since different business units have different sensitivities to risk and risk management, and different sensitivities to market conditions.”

In addition, Lerner deals with the board of directors, senior and mid-level management, employees, and third parties such as customers, vendors, and regulators. “They all expect different characteristics and types of advice and presentation from a general counsel,” he says.

With Systemax’s recent growth in Europe, Lerner is finding interesting work on his plate, notably because there’s a more aggressive attitude toward employee rights than in the United States. “You always have to be very mindful of the actions you take and how those may be perceived by the employees,” he says.

3. Don’t Just Say No. suggest an alternative 

It goes without saying that operating within the law and following regulations is never negotiable. But as general counsel, Lerner needs to be able to help his company achieve its business goals.

“As a practical matter, unless something is a real problem, you should never be saying no without having an alternative solution to help your company achieve its goals,” he says. “Certainly, we’re never going to counsel breaking the law or violating a regulation. Those things will always get a ‘no’ answer. But unless you’re crossing that line, the goal would be to provide solutions and not just be a naysayer.”

The benefit to such an attitude is in more than smoothing business operations. “You’ll have a good working relationship with your business team,” Lerner says. “You’ll be perceived as user-friendly and helpful to the business if you are able to say, ‘What if we did it this way instead?’”

4. Be Ready For Anything

Lerner is a strong proponent of getting ahead of the curve—and staying there. “You need to be aware of the current developments in your industry so that you can implement prophylactic steps to avoid future problems, and you have to be flexible and practical enough to resolve the ones that have already come up,” he says. “My preference is to get ahead of the curve and head off issues before they mature into problems.”

Lerner also stresses what he calls “process, process, process,” saying, “You can’t be 100-percent right every time, but, if you follow good process, get the right people at your company involved early, and gather your facts properly, at least you have a better shot at being right and heading off the kinds of problems that may mature into litigations, and you’ll have done what you could to present a good business judgment defense to plaintiffs and regulators.”

That’s especially true in technology, where rules and regulations often lag behind fast-changing products and services. “The business changes so fast as new technologies come to market, and consumer taste is constantly shifting,” Lerner says. “The ability to … anticipate issues and … put processes in place to prevent future difficulties is just that much more critical and difficult to do in a fast-changing business like ours. But that’s what makes it interesting.”

5. Communicate constantly

Lerner manages a seven-member legal department: two lawyers and a paralegal in New York; a lawyer and publications rights specialist in Miami, which is the base of Systemax’s US technology business; and two lawyers in London watching after the company’s European business interests.

“We communicate constantly and try to avoid silos at all costs,” Lerner says. “We meet as a group weekly to go over everything that’s pending in the department.”


“I really enjoy not knowing what the day is going to hold.” —Eric Lerner

6. Enjoy the unexpected

For most of his career, Lerner’s days were pretty much defined by his clients’ business, so he always knew what was waiting on his desk each day. Now that he’s come in-house, that’s changed. “I really enjoy not knowing what the day is going to hold,” he says. “Now I have a much broader portfolio and a much broader set of responsibilities. There’s HR, IT, litigation, finance, real estate, corporate governance—these are all things that will come up on any given day, or one right after the other, because the business is always changing. I get to deal with a much larger group of smart, interesting people, so that’s an extra plus.”