When you have operations in 100 countries and your legal department speaks at least 19 languages, just understanding what your risks are is no small feat—let alone getting everyone to agree on how to manage them.

Still, that’s the job for Gloria Santona, general counsel and corporate secretary for McDonald’s Corp.

“I realized very early on when I became general counsel that what you do in one part of the world affects everything else,” she says. “You need to be very global in the way you think about problems and issues.”

As Corporate America becomes ever more globalized, Santona has more and more company. Today’s in-house counsels must have the extensive knowledge and skills to offer legal guidance and assess risk on a global level. And there are a great many issues that can either impede or enhance a company’s development efforts.

Ziegler

“Whether it’s the environment or labor law, or human rights, all of that is a whole new area of responsibility that general counsels have to address and think about,” says Richard Ziegler, former general counsel for 3M Corp. and now a partner at the law firm Jenner & Block.

Tim Flanigan, former deputy general counsel at Tyco International and at the White House, says the role has evolved to where the company lawyer’s job is often about “developing and maintaining best practices in the compliance area.”

Despite these challenges (and because of them, too) corporate law departments are constantly looking for new ways to improve their operations in the global arena. Compliance Week caught up with a few legal experts—in-house or otherwise—to see what those best practices are.

Think Global, Act Local

Because so many companies do business overseas these days, particularly by outsourcing operations previously done in the United States, “the real challenge is whether and how to apply U.S. standards to non-U.S. facilities,” says Ziegler, who led a department of more than 150 lawyers at 3M. “Certainly, from a compliance standpoint, being responsible for compliance matters in multiple jurisdictions around the world is very challenging,” he says.

Good companies manage their risks on a variety of levels, including having in place a good compliance risk management program, Flanigan says.

“Compliance risk needs to be treated as a discipline,” he explains. “It needs to be thought through methodically: What are the risks that we face? Where do we face them? How do we get a baseline for what our compliance risk profile is right now? Likewise, once we have our baseline established of our compliance profile, how are we going to carry out going forward the risk analyses with respect to compliance?”

Flanigan

And, Flanigan continues, the right person to answer all those questions might not be a lawyer. Prosecutorial experience helps and adds credibility, “but that person also has to have … some very particular skill sets” such as interpersonal skills to lead disparate teams.

“Certainly, from a compliance standpoint, being responsible for compliance matters in multiple jurisdictions around the world is very challenging.”

— Richard Ziegler,

former general counsel,

3M Corp.

Santona credits McDonald’s success to using local partners. That has let McDonald’s legal team tailor how it approaches the teaching of compliance issues, so that the subject is relevant to workers’ particular culture and legal system. Such an approach softens the blow, Santona says, rather than some stern corporate voice from the United States “imposing a heavy hand on a local company.”

Santona must also make sure that legal teams around the world get the same advice: “We can’t have one set of lawyers being extremely risk averse and the others being risk takers,” she says. To solve that problem, she has appointed a general counsel in each of the four geographic segments where McDonald’s operates: North America, Europe, Latin America, and Africa and Asia.

“They’re the primary communication vehicle between local attorneys and me,” Santona says. “It’s their job to stay on top of developments, whether it’s developments in the law or developments in our business. They know strategically where the company is going, and then they engage on a very constant basis with the lawyers in the various markets where we do business.”

Build Rapport

It also helps to establish individual connections with people. “One of the things I find—not just with lawyers but with business people and people—generally, is they want to know a few things about you when they meet you,” says Flanigan. “They want to know whether you care about them and their goals, whether your values are the same as theirs.”

Flanigan encountered precisely such suspicions when he first arrived at Tyco in 2002, just after an accounting scandal that led to former CEO Dennis Kozlowski resigning in disgrace. He met a company lawyer from Singapore, and the woman “didn’t know what to make of us, because all of the issues that happened at Tyco happened at the corporate level,” says Flanigan. “So we were parachuting into a role that … had caused the company quite a bit of negative press of great notoriety.”

Flanigan had several phone conversations with her before “she started to accept me and warm to my approach.” By building that individual rapport with those regional general counsels in Asia, Australia, New Zealand, and Europe, Tyco began to rebuild a solid compliance structure, he says.

Maintain Connections

Annual legal conferences are another important way to build rapport within the legal team. At McDonald’s, Santona holds break-out sessions where she deliberately selects groups not likely to know each other, so they have the chance to interact with new people. 3M, whose in-house lawyers have licenses to practice in 24 countries around the world, takes a similar approach: regional legal conferences in Latin America, Asia, and Europe, where U.S. representatives would attend. 3M also holds quarterly meetings by videoconference where the entire global legal department (including non-lawyers) participate.

To stay in touch daily, e-mail is the indispensable tool. “E-mail is a wonderful thing,” says Ziegler. “It makes it really easy to communicate with a lot of people at once and with individual lawyers on specific matters.”

And, when possible, old-fashion in-person communication is still hard to beat. “Certainly when I was [at 3M] I tried, when time and travel constraints permitted, to go visit our lawyers in various parts around the world,” Ziegler says.

Santona

Santona admits that phone calls can “get a little crazy” when the time is 6 a.m. for one caller and 11 p.m. for another. So, she says, “I’m a big believer in empowering folks who work for me. They pretty much know their limits and what I need to be involved in, so I don’t need to be talking to them about everything all the time.”

Despite the challenges, those in the global hot seat say experience as a general counsel on an international scale is invaluable. “Almost everything I did was challenging in some respect, and almost all the challenges were enjoyable,” Ziegler says.

Santona agrees wholeheartedly. “I love it. I love change,” she says. “I love the aspects of, particularly, dealing in a multicultural environment. It really enhances the experience for me.”

“From my perspective, the most rewarding part of my job is really building my team. I like building an organization that I think gets better each year,” she says. “We’ve got some really talented people in our department, and I really feel privileged to be in a position to mentor people and to nurture their careers and to offer them opportunities to expand their horizons in one way or another.”

At Tyco, too, “we assembled an amazing group of people, who were at the top of their careers of compliance and were really doing a great job in managing the compliance issues for the company,” says Flanigan. Working with people who excelled at the theoretical aspects of how to run the company, as well as the nuts-and-bolts execution of compliance, was immensely rewarding, he says.

To be able to work with people from a lot of different countries, “who share a dedication to a law and the company,” Ziegler says, is “really a fascinating exercise.”

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