Best Practices for Global GCs

Sirona Dental Systems’ general counsel leads the multinational manufacturer’s legal team in an increasingly regulated world

As a young associate at a large New York City law firm, it was trial by fire for Jonathan Friedman. The firm was busy and partners expected the newcomer to participate in all areas of law concerning its clients, from mergers and acquisitions and corporate finance to litigation, intellectual property, and banking. The enjoyment of exposure to a multitude of legal issues and a passion for business led Friedman to pursue an in-house position. He recently sat down with Modern Counsel to discuss his first seven years with Sirona Dental Systems, a $1.2 billion medical device manufacturer operating across 100 countries.

Modern Counsel: What do you consider your most key roles in your position?

Jonathan Friedman: As a general counsel of a public company, you are tasked with three primary roles: one, ensure company growth by being a strategic partner to the business units and company executives; two, be a legal advisor to the board of directors on fiduciary and governance issues; and three, mitigate risk. As a public company operating throughout the world, there are many different avenues of risk that could affect the business. Foremost, as a US public company, a general counsel must ensure compliance with federal securities law. As a company operating throughout the world, a general counsel must affect compliance with the rules and regulations of the countries where the company engages in business. Then, there are all of the business risks—relationships with customers, suppliers, and vendors, human resource issues, intellectual property matters, and relationships with strategic partners.

MC: How do you manage all of that on a practical level?

JF: You must have a strong work ethic and uncompromising integrity. You must be a real business partner and corporate guardian who is proactive in providing solutions. Moreover, you must have an ability to lead, motivate, and forge partnerships with your executive team, board of directors, and senior management to achieve strategic business and compliance objectives.

MC: How can you be successful in this highly scrutinized environment?

JF: We have set up excellent internal processes to lend support to our business partners and address legal questions as they arise. My team and I are excellent at recognizing and spotting potential issues. When we lack expertise in a certain area, we lean on outside advisors with whom we have built good relationships over the years.

MC: Being at a company with such a large footprint must present some unique issues. What do you find most challenging about your position?

JF: Understanding the legal environment and regulatory scheme in a given region always presents a challenge. Likewise, being proficient in how we operate our business in a specific region can also complicate things since in some jurisdictions, business models and regulatory constructs can vary. Again, it comes down to excellent process and good communication of policies and procedures to our constituents in those locales. We set a tone at the top and drive it down through targeted presentations, meetings, and communications to our teams throughout the world.

MC: A lot of people rely on you and your team. At the end of the day, who do you ultimately represent?

JF: My team’s “client” is the company. We advise the board, my senior team, and the business segments to that end. Ultimately, we must ensure that all actions taken are in the best interest of the company, its employees, and its shareholders.

MC: What do you think has prepared you most for handling a global team that keeps the business in mind?

JF: There is no law school course or law firm training program that will help you be an effective general counsel. Working hard and getting exposure to as many issues, deals, and commercial transactions as you can will be your best teacher. Additionally, use outside counsel when necessary to become a subject matter expert in an area of law that you have no prior experience in. Pretty soon, you will find yourself a very capable advisor in many different disciplines.

MC: Like most in-house counsel, you started at a law firm, and the job can be very different from life at a big law firm. Is the work you do now much different than what you expected?

JF: As a corporate associate at a law firm, you often work transactions for your clients—with your client playing a significant role with respect to the business, non-legal issues, and negotiations. However, in-house you wear both hats. One as the lawyer, and one as the business person. You are expected to know the business well enough so the buck stops with you, not only with respect to legal issues, but the business issues as well. You are presented with the business objectives … and then are given wide latitude to draft, negotiate, and execute.

MC: What do you like most about your position?

JF: You have a vested interest in every outcome. Each project you work on you witness from cradle to grave. You really feel connected to the business and a part of something.

MC: What are one or two things that could improve any in-house legal team?

JF: Learning how to say no in a tactful way, and then learning how to help your business partners achieve their objectives despite telling them they cannot accomplish what they want to do in the way they want to do it. Be collaborative in finding a different solution with the same result. Be confident in your legal advice and be correct when giving it. If you do not know the answer … it is okay to say “I will look into it and get back to you.”