What is, according to you, a general counsel’s role in companies that are in a stage of transition?
Jim Van Horn: To be most effective, a general counsel needs to be not only a legal adviser but also a business adviser, and that’s true regardless of the company’s situation. I look at myself as a businessperson who performs a legal function rather than as a lawyer who deals with businesspeople. A key metric for a successful general counsel is how often business leaders come to you for advice that is not strictly legal in nature. In many companies, the legal group is considered a roadblock to the success of the business rather than a facilitator of that success. I push my staff to work closely with the businesses they support so that the advice they provide becomes a natural part of the process rather than having the legal group considered a speed bump between the business and it goals.
How do you approach challenging situations?
Van Horn: You have to keep your wits about you and remain calm no matter how dire or how difficult the situation. Difficult business situations are often stressful, and this stress can lead to rushed judgments and clouded decision making. Keeping an even keel and being nimble and able to respond well in fluid business situations that present unanticipated challenges are important attributes to have in your tool kit. A calm demeanor in tough situations has a tendency to positively affect those around you, allowing for more thoughtful decision making.
Where should a general counsel’s focus be at such times?
Van Horn: In a difficult situation, which invariably involves financial difficulties, an important area to focus on is cost control. Internal and external legal resources are expensive, and a good general counsel is also a good manager of costs. Another very important role for the general counsel to play is to be a mentor and a counsellor to the executives charged with leading the company through difficult times. I’ve been proud to play that role with the leaders I have worked with over the years. They’ve considered me someone that they can speak to in confidence to get a fair and objective point of view, unbiased by the various pressures that the company or the individuals might be facing.
As for your work at Sun Chemical, how do you go about assisting the company in shifting its growth strategy?
Van Horn: The biggest challenge for Sun Chemical during the past several years has been the decline in publication printing. While the company is the largest producer of publication inks in the world, this market has been in steady decline for at least the past decade. Management has recalibrated the company’s strategy and focused its principal growth efforts on our performance pigments, packaging ink, and electronic-materials businesses, while restructuring to rationalize the publication ink business. I have worked with the businesses to help facilitate the achievement of their growth targets and have been on the project teams that have dealt with implementing difficult restructuring decisions. Sun Chemical has always been acquisitive and remains so today, and I am an active member of our mergers and acquisitions team that assesses various strategic opportunities.
What do you think the general counsel’s role should be in regard to growth?
Van Horn: I can most effectively support the company’s growth by being responsive, supportive, and decisive. When a company is growing, many opportunities present themselves, and often decisions need to be made quickly to take advantage of those opportunities. It is also vitally important for the general counsel to be creative. Solutions often do not have clear-cut answers, and your job often requires you think out of the box in order to help the company achieve its business objectives.
How do you think a general counsel should balance risk and compliance duties as a C-level executive who also has to focus on driving the company’s strategy?
Van Horn: First of all, compliance with the law and regulations impacting the business is absolutely necessary for a general counsel. An important role of any general counsel is to help ensure that the company has policies, procedures, and plans in effect for compliance and to detect noncompliance risks and address them. That being said, I am quite risk-tolerant when it comes to providing interpretations of situations that businesses might bring to me seeking advice. I have spent my entire career assessing legal and business risks, and when I am asked for advice the best answer is usually not the most conservative. I believe that a general counsel, or any business lawyer for that matter, who is intolerant of risk is not necessarily serving the best interests of his or her client.