As the legal leader at KSL Resorts, Ross Greenman wears two hats – one as part of the leadership team that drives the company’s business strategy and the other as the company’s top lawyer who manages risk.
Balancing the two roles is typical for the top in-house legal role and it doesn’t help if you separate yourself by calling your colleagues your clients, says Greenman, general counsel at the company.
“It’s a pet peeve,” Greenman said in a webcast hosted by LinkSquares Chief Legal Officer Tim Parilla. “When you call your colleagues clients, you’re signaling that you sit apart from the business. You don’t see yourself in some way as part of the team but rather as a related but somewhat distant attachment to the business team.”
There are times when the top in-house lawyer needs to act in a separate and distinct way, said Greenman, whose company oversees some 60 hotels, making it one of the largest asset managers in the hospitality space. These instances include when the company is involved in litigation or other sensitive matters.
“In a privilege context, you really do have to say, ‘I’m the lawyer and you’re the client,’” said Greenman.
In these situations, communications must be flagged to protect attorney-client privilege and the in-house counsel must speak clearly as the lawyer on the matter. “When something is sensitive, [you don’t want to] commingle casual business discussions with clear legal issues and advice,” he said.
But in other contexts, counsel perform best when they combine their business role with their legal role, because ultimately they’re part of a team that is trying to drive an organization toward its business goals.
“Think of it like a smoothie, with these [business v. legal] concepts blended,” he said. “You have to relate to your colleagues as a business person, earn their respect as a business person and demonstrate you understand fundamentally what the business is about.”
Broader perspective
Greenman brought a business mindset to the role from the beginning.
He was intrigued by the hotel sector while still in school and sought out the industry after cutting his teeth as a prosecutor in the Los Angeles District Attorney’s office. “I was interested in hospitality as a class of real estate,” he said.
After getting his foot in the door as associate counsel at Best Western, he took a job as a broker, where he built a network of contacts over three years and worked on the business side. “It was an eat-what-you-kill kind of environment,” he said.
At KSL, the two hats he wears are formalized in his full job title: general counsel and vice president of development. But in any GC role, success is defined in part by how well the legal part of the role is put into service on behalf of the business, he said.
“I can’t tell you how many times I’ve had things come to me in a purely legal way and, frankly, I thought,‘Why are we doing that in this way?’” he said. “If you just wear the lawyer hat, you’re not going to flag those things. Because you’re going to say, ‘They gave me the work; I’ve got to review this.’ You have to have that [broader] perspective.”
At KSL, his in-house team consists of a paralegal and an operations specialist, so he relies on outside counsel for much of the legal work. He works with about two dozen lawyers regularly on litigation and other sensitive matters. He has another handful of lawyers that work on contracts – what he calls the important but routine blocking and tackling.
“That’s really all they do,” he said. “They’ve built their own businesses serving as external in-house counsel for small or medium-sized legal departments, or companies that don’t have any legal department, and that’s been pretty effective.
But one drawback to relying on outside lawyers is the limited perspective on the business that they bring, he said. They come at matters from a purely legal standpoint when what’s often needed is the blended business-legal perspective that distinguishes the in-house lawyer from the law-firm lawyer.
“I haven’t figured out how to crack that code,” he said. “I’m not sure it’s possible. Because you never want to pay someone’s hourly rate to sit on a business call – those kinds of things. But you can’t marry the business role and the legal role if you don’t fundamentally understand the business.”
As a result, more often than he’d like to see, a contract will come back to him from outside counsel because they can’t answer the business question that underlies the contract question.
“All of a sudden I’m getting contract provisions on a contract I haven’t reviewed,” he said. “We roll with it and I’m obviously able to get in and get it done. But that is a challenge when you have a small department and lean on outside resources.”
