In this Q&A, Merryck & Co.’s Adam Bryant and David Reimer interview Hilary Krane, General Counsel, Nike. As the role of the general counsel evolves, Krane talks about her responsibility as a business partner and strategist – and the power of an early bedtime.
David Reimer is the CEO of Merryck & Co Americas. Adam Bryant is a Managing Director at Merryck & Co and long-time Columnist of The New York Times’ “Corner Office.”
Reimer: In your experience, how has the role of the GC evolved over time?
Krane: For a long time, the lawyer was somebody you didn’t always want in the room. There was a fear that they would say no. You went to the lawyer if you had to. You got them to fix things. They weren’t really considered a strategic partner because they weren’t considered a businessperson. Lawyers were considered specialists.
Lawyers also have a reputation that they are supposed to identify every area of a new idea that could be a problem. A lot of people in the profession did not realize that you can do that silently. You don’t have to share all those concerns, because business people don’t like sitting in meetings listening to 15 minutes about all the things that could go wrong.
But over time, there was a switch to becoming more of a business partner. People realized that you could unlock a lot of potential value by incorporating lawyers into front-end strategic development and planning because it would make things move faster. They could recognize key roadblocks earlier. Lawyers are fast learners, have the capacity for business thinking, and can add to the conversation. That mindset shift led to a total change of the role of the general counsel on the senior management team.
When I’m sitting with the senior management team of Nike, I would say that 90 percent of my contribution is observations on the dynamic of the business rather than on technical legal issues. I’m in a unique position because the legal team sees everything that’s happening across the whole business. Once you do that a few times and you show that value, people say, “Yes, please, more of that.”
It’s like we say in our business — that we need to build products that the consumer wants. No business works in a push market. It only works in a pull market. The legal profession at large, at least in-house, is now creating pull markets in corporations for the expertise and insight that lawyers can bring. That fundamentally changes everything.
Bryant: Does the dynamic you just described change how you hire? How do you foster that mentality across the function?
Krane: I hire for and look for subject-matter excellence, combined with an interest in business and a personality that is constructive, curious, and shows a willingness to develop others. Those are the people who rise to the top in my organization. And then everybody else starts realizing that being the best in the world at X, Y and Z doesn’t get you a place at the table. You need to be the best at those things and care about your people.
Once you have that system working, it’s self-reinforcing. People who think of themselves as great technical lawyers but who don’t have those other skills will stall out and either go someplace else or they’ll develop those skills or they’ll accept it and be a pro-in-place, which is wonderful. We need pros-in-place as technical specialists.
Reimer: What is the GC’s role in fostering a culture?
Krane: The general counsel’s role is the same in some respects as every other senior leader — to be a role model. But it also stops at the general counsel’s door to say what we’re going to tolerate and not tolerate in business practices. And often those business-practice decisions show your people what you really stand for. People need to know that a company that says it’s going to do the right thing is in fact going to do the right thing. They need proof points.
Bryant: Can you talk about your learning curve in terms of the GC’s role in working with the board?
Krane: The actual work that’s part of the general counsel role is table stakes. The way you really add value is by giving them the confidence in you as a human being and in your mastery of your role so that they feel they can come to you to have conversations and to share ideas and concerns.
The key lesson for me is that you need to give the board a sense of security that they can ask you any question that’s on their mind, including ones they don’t want to ask during board meetings. It’s about developing that level of trust.
– Hilary Krane, General Counsel, Nike
Reimer: If you were talking to a classroom of aspiring GCs, what traps would you tell them to avoid?
Krane: Don’t think you’re the smartest person in the room. Don’t think you need to be heard on every topic. It’s really a less-is-more role. I don’t need to be heard on every topic, so when I do open my mouth to say something, people are more likely to pay attention.
Lawyers as a group – and I say this recognizing I’m one of them and I fight this problem too – are highly trained to be analytical and verbal. And so we often think we’re adding value when we’re talking. And I would advise everybody to listen far more than you talk.
Don’t think you know everything. Your perspective is going to be right on a lot of things and wrong on other things. Hold back more than you jump in because you’re going to garner more respect, and you’re going to be known as somebody who listens and pays attention and doesn’t need to make the conversation about them.
Bryant: How do you think the role of the GC is going to evolve or needs to evolve over the next five years?
Krane: Despite the pandemic, the world has become and will continue to become more interconnected. We’ve learned that the environment and viruses don’t care about borders and that our issues are going to continue to be global and they’re going to become increasingly influenced by the connectivity of technology. As much change as we’ve seen, we’re going to see more.
There’s going to be huge, enormous ethical questions that are already being presented by technology moving so quickly and AI deployment in different cultural settings. The marketplace is outstripping the capability of legislators and regulators to even understand what’s going on much less make rational laws about them in the timeframes needed. I think we’re going to have to become increasingly comfortable advising on things that aren’t legal, where you can’t go back to a statute or a regulation to decide what you should and shouldn’t do.
I always say to my team the work starts after the legal analysis. Is it smart? Is it ethical? Does it make sense? Does it play well around the world? What other problems could there be? There’s going to be greater emphasis on that skill because the speed of change and the interconnectivity of everything means corporations often have to make decisions about issues before governments do. You’re going to have to get comfortable with forward-looking judgmental calls in what I would call the “beyond-legal” space.
Reimer: What were important early influences for you?
Krane: My parents were a big one. But I also went to an all-girls school through 8th grade in Chicago. Every summer, I spent time at an all-girls sleepaway camp in northern Wisconsin. Until I was out of 8th grade, every environment I was in had a girl in the leadership role.
The smartest kid in the class was always a girl. The head of student government? Always a girl. Who was the skipper of the sailboat? It was a girl. Who was starting the fire on the camping trip? A girl. Who was finding the path? A girl. I’ve never looked at anything and thought it wasn’t possible that I could do it, and even lead it.
I also say to my team that often I think of myself as a toy from a while ago called Weebles — “Weebles wobble but they don’t fall down,” as the jingle said. I think the key to leadership is being a Weeble. You have setbacks but tomorrow’s another day, and you’ve just got to get back up and get at it.
I really believe that everything in life is about resilience. Some days are really, really hard and people will ask me what I do on the hard days. I go to bed at 8:15. Everything looks better in the morning. And if I wake up really early, then I’ll have more time to get stuff done.