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ACC 2014 Corporate Counsel University® June 1-3, Minneapolis

Date: June 3, 2014 Time: 3:15 PM-4:45 PM

800 - Outside Counsel Management Jeff Brown Associate General Counsel TELUS International Bernadette Bulacan Director Thomson Reuters Jeffrey Miller Senior Counsel - Litigation Phillips 66

Faculty Biographies

Session 800: Outside Counsel Management

Jeff Brown Jeff Brown currently serves as associate general counsel for TELUS (NYSE: TU; TSX: T), an $11.4 billion publicly traded Canadian telecommunications company. Mr. Brown is based in Denver, CO, and serves as lead counsel for TELUS International (“TI”), a subsidiary of TELUS. TI is a business process outsourcing (BPO) provider delivering contact center and information technology outsourcing services across a range of industries, with locations throughout North America, Central America, Asia and Europe. He chairs the “Terms, Risk and Insurance” Center of Excellence, and serves as a member of the TELUS Business Contracting Team. He oversees all aspects of legal support for TI and its “customer first” initiatives, as well as providing legal counsel to all levels of management, senior business unit executives, and general counsel on mergers & acquisitions, litigation, compliance, labor and employment, regulatory, and other special projects related to sales and corporate/strategic development activities. Prior to joining TELUS, Mr. Brown was with the Denver office of Lathrop & Gage. Before Lathrop, Mr. Brown was vice president and assistant general counsel at TeleTech (NASDAQ: TTEC), a $1.1 billion global provider of customer engagement solutions based in Denver, and previously, senior counsel at Hewlett-Packard, where he negotiated and closed global information technology and business process outsourcing transactions. Mr. Brown received his AB, honors, from the University of Michigan, Ann Arbor, and his J.D. from the University of Michigan Law School. Bernadette Bulacan Bernadette Bulacan is currently the director, corporate counsel segment at Thomson Reuters in Bellevue, WA. Drawing from her experiences as a former assistant general counsel and law firm partner, Bernadette M. Bulacan, is a frequent speaker and author regarding the use of technology in corporate legal departments, collaboration between in-house and outside counsel, and best practices related to legal project management and legal analytics. Ms. Bulacan specifically leads the Thomson Reuters Market Development Group, which is charged with identifying trends and innovations affecting corporate legal department and strengthening the bonds between Thomson Reuters and the corporate counsel community. She was a founding employee and assistant general counsel of Serengeti, the most widely-used and highest-rated matter management and electronic billing platform for corporate legal departments, which was acquired by Thomson Reuters in October 2010. Prior to joining Serengeti/Thomson Reuters, Ms. Bulacan was a partner at Graham & Dunn, a Seattle law firm, where she was the head of the firm’s entrepreneur and

ACC 2014 Corporate Counsel University® June 1-3, Minneapolis, MN

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emerging companies/corporate practice group. Ms. Bulacan started her legal career advising start-up technology companies with Venture Law Group, a Silicon Valley law firm. She is a founding member of FLOW (Filipino Lawyers of Washington) and a previous board president for Jubilee Women’s Center, a transitional shelter for homeless women in Seattle. Ms. Bulacan received her undergraduate degree from Yale University and her law degree and LL.M (Taxation) from the University of Washington. Jeffrey Miller Jeff Miller is senior counsel – litigation and legal accruals coordinator at Phillips 66. Phillips 66 (NYSE: PSX) is a Fortune 50 company headquartered in Houston, TX with over $50 billion in assets and more than 13,500 employees worldwide. Phillips 66 is the only integrated downstream energy company that combines leading midstream, chemicals, refining, and marketing and specialties businesses. At Phillips 66, Mr. Miller has managed a nationwide complex litigation and arbitration docket, and on a weekly basis he oversees dozens of law firms across the United States, ranging from national firms to sole practitioners. Mr. Miller’s responsibilities also include serving as the legal accruals coordinator, which requires management of the accruals (company reserves) process and requires substantial interaction with controllers, accounting/finance, auditors, and senior management. He also had substantial involvement preparing key repositioning documents in connection with the spin-off of Phillips 66 by ConocoPhillips. His day-to-day responsibilities include providing legal counsel and strategic advice to various business units, including senior management, marketing, government affairs, public relations, refining, procurement, tax, trading, commercial and corporate groups. Mr. Miller previously worked at 2 large law firms, most recently as a partner with Foster Pepper in Seattle, WA. He received his BA from Baylor University and his JD from Cornell Law School.


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Session 800: Outside Counsel Management

June 3, 2014 3:15-‐4:45pm

Jeff Brown, Associate General Counsel, TELUS Interna;onal

Bernade=e Bulacan, Director, Thomson Reuters Jeff Miller, Senior Counsel, Li;ga;on, Phillips 66


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About TELUS

n Top 500 global brand worth over $4.3 billion -‐ Brand Finance

n $11.4 billion in annual revenue

n Over 13 million customer connec;ons spanning wireless, data, Internet, TV

Top 10 Most Admired Corporate Cultures

13 consecutive years – Dow Jones Sustainability

World Index

World’s Top Philanthropic Corporation

Our parent company is a full service telco provider & global leader in telecom financial strength.


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About TELUS Interna;onal

TELUS International is the global arm of TELUS, delivering BPO & contact center outsourcing solutions to global brands.

Customer care §  Voice, chat, email & social media Credit & collections

§  Account & correspondence review, payment disputes, fraud investigations

Technical support §  Self-serve, tier 1 & 2, service desk

& premium care Sales §  Acquisition, on-boarding/welcome,

win-back, loyalty & retention, inbound/outbound, cross-sell & up-sell Enterprise help desk & ITO

§  Infrastructure management, application development, database management & support


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Philippines

El Salvador

Bulgaria / Romania & UK Nevada, USA

Guatemala

16,000 highly engaged team members supporting customers in over 30 languages.

Spirited teamwork across the globe


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Our value proposi;on & culture

§  Emula;ng & maintaining your brand & culture

§  Partnership culture §  Collabora;ve process

& management transparency

§  Strategic CRM culture §  Best prac;ce sharing

Spirited teamwork

§  Six Sigma focus, 70% of managers cer;fied

§  Ability to li\ & transform client processes

§  Organizing for & enabling exponen;al growth

§  One-‐call strategies §  Process intelligence

culture

Agile thinking

§  People strategy focused on the individual person

§  Day of Giving §  TI University §  Corporate social

responsibility §  Community boards §  T.Life

Caring culture

§  Execu;ve engagement

§  Highly engaged workforce

§  Industry leading a=ri;on

§  Measurement focus to reduce call volume

§  Right the first ;me process improvements

Customers first

We enable customer experience innovation through spirited teamwork, agile thinking, and a caring culture that puts customers first.


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Overview •  Emerging Trends in Managing Outside Counsel •  Make vs. Buy: Retaining Outside Counsel •  Legal Project Management

– Scoping & Early Case Assessments – Budge;ng – Value Based Fees – Evalua;on and Outside Counsel Scorecards

•  Q&A


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EMERGING TRENDS IN MANAGING OUTSIDE COUNSEL


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Issues of Business 1.  Awareness of company

activities that may have legal implications

2.  Keeping management apprised of legal developments

3.  Staying current and well informed on changes in the law

4.  Reducing outside counsel costs 5.  Improvement of internal efficiency through

technology

6.  Limited resources for amount of work

7.  Making legal spend more predictable

8.  Reducing in-house legal costs 2013 ACC CLO Survey

Issues of Law 1.  Ethics & compliance

issues

2.  Regulatory or govern- mental changes

3.  Information privacy

4.  Data breaches & protection

5.  Protection of Intellectual Property

6.  Social media management

7.  Technology developments

8.  Mergers & Acquisitions

9.  Anti-bribery issues

10.  Whistle-blower issues

Corporate counsel must fulfill the dual roles of legal advisor and business manager.


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• Depend on outside counsel for 90% of legal resource needs • Does not have ac;ve in-‐house legal department • CEO and business partners bypass legal department and go to outside resources directly.

EXTERNALIZER I

• Depend on outside counsel for 90% of legal resource needs • Pro-‐ac;vely managing law firms • Balance collabora;on and compe;;on; induce firms to work effec;vely for corporate client

EXTERNALIZER II

• Propor;onate and balanced reliance on external to internal lawyers • Excep;on: big ;cket items (large li;ga;on, significant transac;on) • Internal vs. external work is fungible

MID-‐RANGER

• Rely on 20% or less on external resources • Highly developed in-‐house legal func;on; very close to business clients; ;ght control over outside counsel expenses

• Eliminated expense of “keeping outside counsel up to speed” INTERNALIZER

A recent Oxford University study groups legal departments by their “make vs. buy” decisions.


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* 2012 ACC Census

45%

69%

35% 30%

40%

65%

28%

20%

Intellectual Property LiQgaQon M&A Tax

Declining Workloads to Outside Counsel

2006 2011

Work tradi;onally handled by outside counsel is now staying within the corporate legal department. What work are you keeping in-‐house?


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LEGAL DEPARTMENT (R)EVOLUTION: THE “NEW NORMAL”

Key Concern: reduce outside counsel spend

Increased bargaining power

with outside counsel

Corporate clients are relying on legal project

management techniques &

technology to achieve cost savings,

predictability and efficiencies


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MAKE V. BUY: RETAINING OUTSIDE COUNSEL


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Set a consistent rules of engagement. Use of billing guidelines sets tone for rela;onships between in-‐house & outside counsel.

Require discounts from standard rates 74.7%

Project budgets required 64.6%

No change of assigned attorneys without client consent 63.5%

Travel expense rules 60.1%

Early case assessments 59.6%

Client ownership of work product 46.6%

Policies encouraging alternative dispute resolution 29.8%

Technology requirements 24.7%

Policies regarding diversity of service providers 18.5%


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Law firms submit

electronic bills online to legal

department

Invoice processed against billing

guidelines

Automated rou;ng to approvers

Approved bill is sent to AP system for payment

Invoice is archived in

ma=er mgmt. system;

AVAILABLE FOR QUERY AND REPORT CREATION

Use of e-‐billing can streamline the bill review process and build a treasure trove of data concerning your outside counsel and legal work.


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15

Systema;cally enforce billing guidelines to reduce spend and change outside counsel behavior.


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•  Sources: •  Work your network (LinkedIn, Law School Alums) for local law firm

recommenda;ons •  Use directories to build poten;al provider lists (LexMundi) •  Use ACC Interna;onal Law eGroup materials for references •  Issue an RFP to your exis;ng providers, detailing needs by jurisdic;on

•  Cost Control: •  Get bids from at least two firms for new projects •  Meet the providers, or use a videoconference •  Use a detailed retainer le=er to set expecta;ons

•  Buy-‐In: •  Engage your stakeholders (C-‐suite execs, local company managers)

INTERNATIONAL RETENTION


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LEGAL PROJECT MANAGEMENT A FRAMEWORK


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From Introduction to Legal Project Management, Qlex Consulting, 2010

“OLD NORMAL”


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What is legal project management? Do I need to be a Six Sigma Black Belt?


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PLAN

• Early case assessments

• Establish appropriate staffing

• Establish budget

MONITOR

• Track spending against budget

• Receive periodic status reports

ASSESS

• Review outcomes • Analyze management reports

• Apply lessons learned

High-‐level project management techniques are used to be=er manage outside counsel.


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SCOPE: EARLY CASE ASSESSMENTS


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Early Case Assessments 1.  Defini;on: Protocol for gathering and reviewing poten;ally relevant

materials and performing a legal analysis of your case’s strengths and weaknesses at the outset of a ma=er in order to make an informed preliminary case assessment and chart your li;ga;on strategy.

2. Legal Hold Order -‐ Applies to all poten;ally relevant documents

-‐ Contents -‐ Dissemina;on -‐ Acknowledgement of receipt and conformance -‐ Refresh LHO yearly


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3.  Large Document Review Projects: Three Primary Op;ons

1. Review in-‐house -‐ Saves money but extremely ;me consuming 2. Outside counsel conducts the review -‐ Expensive but outside counsel really learns the documents 3. Third Party Vendor

-‐ Moderately expensive -‐ Time savings -‐ Quality of work product varies


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-‐ Prepare Case Summary with Outside Counsel -‐ Grade/analyze reviewer’s work -‐ Results loaded onto In-‐House Electronic Database

•  Outside Counsel can access secure network 4. Ini;al Legal Analysis

•  Wri=en Analysis -‐ Forces counsel to pro-‐ac;vely think through all claims and defenses

-‐ Trying to avoid Outside Counsel shoo;ng from the hip •  In Person Mee;ng •  Video Conference •  Phone


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Benefits: 1.  More focused discovery and deposi;ons 2. Helps contain costs 3. Typically get to disposi;ve mo;on prac;ce more promptly


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SCOPE: VALUE BASED FEES


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Fixed Fees •  The ultimate goal is to spend no time reviewing invoices •  Fixed Fees can align inside / outside interests (billable hours suck for

everyone) •  Fixed Fees require trust on both sides •  Fixed Fees and flat monthly fees provide budget and accrual

predictability •  Predictable revenue allows firms to discount

•  Transactional Work •  M&A can be predicted and priced •  SEC reporting work is very predictable •  Monthly flat fee for all contract reviews


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MONITOR: USE OF BUDGETS


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•  Who receives a budget form? -‐ > $25k

•  What do they receive? •  When?

-‐ Same ;me every year (unless new ma=er in which case 30 days to complete)

•  How long do you budget? 12-‐18 mos > 18 mos – too hard to predict

•  What to include? -‐ Any outside expense which will be charged to company if it can be reasonably es;mated. -‐ Case incep;on through appeal


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•  Tracking -‐ So\ware programs to gauge accuracy

•  Responsibility on outside counsel to monitor -‐ Provide updates -‐ Explain discrepancies >$50K or >15%


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Example: Phillips 66 Standard Budget Form (external fees & expenses for future case budget).

P 6 6 M at t e r N ame: B ud g et D a t e : P hi l l i p s 6 6 A t t o r ney :

0 1/0/1900

P 6 6 M at t e r N umb er : O ut s id e C o uns e l : T o t a l P r o jec t ed E x t e r na l E x p ens e :

0 -$

1st Quarter -‐ Future 2nd Quarter -‐ Future 3rd Quarter -‐ Future 4th Quarter -‐ Future TOTAL

Phase TaskInc Fees & Expenses, Experts & Lit Support

Inc Fees & Expenses, Experts & Lit Support




L100 Case Assessment, Development and Administration Total for Phase: L110 Fact Investigation/development L120 Analysis/strategy L130 Experts/consultants L140 Document/file management L160 Settlement/non-binding ADR L190 Other case assessment, development and administrationL200 Pre-Trial Pleadings and Motions Total for Phase: L210 Pleadings L220 Preliminary Injunctions/provisional remedies L230 Court mandated conferences L240 Dispositive motions L250 Other written motions and submissions L260 Class action certification and noticeL300 Discovery Total for Phase: L310 Written Discovery L320 Document production L330 Depositions L340 Expert discovery L350 Discovery motions L390 Other discoveryL400 Trial Preparation and Trial Total for Phase: L410 Fact Witnesses L420 Expert Witnesses L430 Written motions and submissions L440 Other trial preparation and support L450 Trial and hearing attendance L460 Post-trial motions and submissions L470 EnforcementL500 Appeal Total for Phase: L510 Appellate Motions and Submissions L520 Appellate Briefs L530 Oral Argument

TOTAL FOR ALL PHASES

STANDARD BUDGET FORMEXTERNAL FEES & EXPENSES

FUTURE CASE BUDGET

0

0

-$

-$

-$

-$

-$

-$ -$ -$ -$ -$


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Drive work to law firms who exercise a high degree of predic;ve accuracy.


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EVALUATE: POST-‐PROJECT REVIEWS & OUTSIDE COUNSEL SCORECARDS


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Conduct evalua;ons with outside counsel. Does your legal department have a “Do-‐Not-‐Hire List”?

−  Identify the lessons learned for future projects…… and actually implement the suggestions.

−  Share success stories and missteps to improve future relationships.

−  Identify performance issues early on


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Request end of ma=er assessments. What are the lessons learned? How accurate/inaccurate were predic;ons?

•  Substantive: What can we do to ensure we don’t end up here again (e.g., product changes, warnings, service issues)

•  Procedural: What did we learn from the process (internally or from outside counsel)? What can we do better next time? What work product can we re-use?


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What’s on your outside counsel scorecard?


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Share objec;ve and subjec;ve feedback with outside counsel to drive desired behaviors.


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Use the data about your law firms’ performance and consider a convergence ini;a;ve.

Firm Business Unit/Focus 2011 $K %

2011 Evaluation

Score # Files (Lead)

Firm 1 Employment (All Vendors) 1,186 23.8% 3.4 31

Firm 2 Processing & Production/Lit & Gen 492 9.9% 3.0 12

Firm 3 IP 347 7.0% 3.6 81

Firm 4 International 304 6.1% 3.4 15

Firm 5 International - Brazil 300 6.0% 3.0 2

Firm 6 All - Annuity Payments 297 6.0% N/A N/A

Firm 7 International 265 5.3% 3.2 36

Firm 8 IP 202 4.1% 3.3 58

Firm 9 IP 191 3.8% 3.5 98

Firm 10 Customs Compliance 145 2.9% 3.6 1

Firm 11 Litigation 132 2.7% 4.4 13

Fimr 12 IP - DDS 131 2.6% 3.6 34Firm 13 IP 117 2.4% 3.6 15Firm 14 Corporate 115 2.3% 4.1 21Others 39 Firms 750 15.1%

TOTALS 4,974 100.0%


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SUMMARY AND Q&A


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QuickCounsel

Outside Counsel Retention Agreements

Overview

When corporate counsel hire an outside law firm, the retention agreement can take many forms. Although many law departments

use retention agreements provided by their various firms, it makes more sense for the law department to set up its own set of

uniform guidelines, and secure agreement to those terms from all of the firms that it manages. It may be a simple letter with a few

terms outlined, or it may be a long document complete with templates, sample forms, and other exhibits. Although there is no

single “right” way to draft a retention agreement, a well-drafted agreement that is enforced can be one of the most effective tools

that a law department uses to control spending and manage the activities of its outside counsel.

Drafting Retention Agreements

Draft an agreement with clear, effective terms. If you’ve worked with outside counsel in the past, you know some of the pitfalls to

avoid and practices to encourage. In addition, include standard terms regarding conflicts, confidentiality, and other rules of

engagement that apply to all of your outside counsel.

Also, it helps to draw on past experiences with outside counsel. However, it’s also useful to take a look at agreements used by

other law departments. At the end of this QuickCounsel, you’ll find links to sample retention agreements as well as a matrix of

common retention agreement terms that allows you to compare at a glance different approaches to the same term.

Learn From Experience

Consider the kinds of management and billing issues that have been problematic in the past, and include terms that will prevent

those situations in the future. For example, if a firm drafted lengthy motions in limine even though your company has a standard

set that you use before every trial, you might include a term prohibiting substantial drafting fees without prior approval, or a term

requiring a detailed budget that will provide an opportunity to discuss more efficient accomplishment of major tasks. Remember

that retention agreements also can help your in-house lawyers adhere to best practices. In the example above, the corporate

attorney should have provided the firm with the company’s standard motions well in advance of trial.

Also, think about some of your best experiences with outside counsel. For example, if you appreciated it when an attorney kept

you apprised of developments in a slow-moving but complicated real estate transaction, then consider adding a periodic status

update requirement to your retention policy.

Use Matter Type-Specific Agreements

Due to the inherent differences in different categories of legal work, consider drafting and maintaining several retention

agreements that map to your company’s needs. For example, you may need a litigation agreement, an intellectual property


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http://www.serengetilaw.com/

agreement, and a deals and transactions agreement. For version control and consistency reasons, it is advisable to structure your

retention agreement as a core document with attachments.

Common Terms

According to the 2009 ACC/Serengeti Managing Outside Counsel Survey Benchmarking Worksheet, the following are the most

commonly included terms in retention agreements:

Monthly/periodic bills

Budgets/associated reports

No change of attorneys without approval

Billing formats/details

Discounts from standard hourly rates

Early case assessments

Periodic written status updates

Limits on costs (copies, faxes, etc.)

No change of rates without approval

Limits on travel expenses

Restrictions on press releases and public statements

Client ownership of work product

End of matter assessments

Electronic billing

Technology requirements

Adherence to company policy regarding use of alternative dispute resolution

Adherence to diversity policy

Required use of specific vendors (e.g. court reporting services)

Use of UTBMS codes in billings

Adherence to pro-bono policy

Most retention agreements also include standard terms regarding the following company policies:

Conflicts: All conflicts and potential conflicts must be disclosed to the company and can only be waived in writing.

Additional restrictions on issue and competitor conflicts may be broader than the ethical conflicts rules require.

Confidentiality: The retention agreement and all communications between the company and the firm are confidential.

Also, if you want settlement terms to be kept confidential, consider including that in your retention agreement so that

outside counsel is aware of that condition from the beginning of the case.

Media: All media communications regarding the representation generally must be handled by the company and not the

law firm.

Advertising and Marketing: The law firm may not use the company’s name in any advertising or marketing capacity

without the company’s consent.

Enforcing Retention Agreements

Monitor and enforce your agreements. Despite their best intentions, most law firms will breach your guidelines on occasion. These

may not be intentional violations, but rather, oversights due to personnel changes or misunderstandings. In those instances, you

need processes that will catch invoices or practices that violate your retention agreement.

Many law departments manually review paper bills for compliance with retention terms relating to billing and expenses. An

e-billing system with matter management features can provide more efficient ways to enforce retention agreement terms by

automatically auditing bills for violations, and even withholding bills from processing if requirements relating to periodic status

updates, budgets, or case assessments are not followed. For more information about such systems, see the ACC QuickCounsel on


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http://www.serengetilaw.com/Survey/ACC%20Survey%20-%20BENCHMARKS.pdf

http://www.acc.com/legalresources/quickcounsel/ebtb.cfm


e-billing.

Additional Resources

ACC Resources

ACC Sample Forms/Policies: Cubic Corporation Retention Agreement

ACC Sample Forms/Policies: Sample Two-Page Retention Letter

ACC Sample Forms/Policies: Wal-Mart Outside Counsel Guidelines

ACC Webcast: Cost Control in the Current Economic Environment

ACC InfoPAKSM Managing Outside Counsel

ACC/Serengeti Webcast: Managing Outside Counsel—Getting Off on the Right Foot-And Staying in Step Webcast

Sponsor Resources

Serengeti Online Repository of articles about e-billing and matter management systems

Serengeti Resource: Examples of Retention Agreement Terms: This table provides a side-by-side comparison of various

approaches to the most commonly used retention agreement terms.

Have an idea for a quick counsel or interested in writing one?

Submit your ideas by filling out our online topic proposal form.

The information in this QuickCounsel should not be construed as legal advice or legal opinion on specific facts and should not be consideredrepresentative of the views of its authors, its sponsors, and/or the ACC. This QuickCounsel is not intended as a definitive statement on thesubject addressed. Rather, it is intended to serve as a tool providing practical advice and references for the busy in-house practitioner andother readers.

Published December 10, 2009

Reprinted with permission from the Association of Corporate Counsel2010 All Rights Reservedwww.acc.com


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http://www.acc.com/legalresources/resource.cfm?show=14223



http://webcastarchive.acc.com/detail.php?id=266924&go=2



http://www.serengetilaw.com/News/InTheNews.htm


http://www.acc.com/legalresources/qcform.cfm

Outside Counsel Management – Project Management for In-house CounselAssociation of Corporate Counsel Annual Meeting September 30 - October 3, 2012 – Orlando, Florida

Managing Outside Counsel: Checklist of Conversations

Best Practices

Document the scope of the project in writing, and include the phases, tasks in each phase, expected timeline, persons responsible, expected deliverables and specific deadlines.

Identify areas where the scope is likely to creep. What are the unknowns?

Identify what is NOT in the scope of the project. Identify up front how to handle a new task outside the

initial scope of the project. Meet regularly (as defined for client/firm) to talk about

progress and any new developments. Determine whether or not there is a technology

solution that will maximize the team’s efficiency. Establish a communication strategy on who will talk to

whom and when.

1. Discussing the Scope of a Project:

This problem means __________ for my business/company.

The best possible solution for my company in this matter is __________.

The most important things to consider in this matter (to inside counsel) are __________. The least important things to consider in this matter (to inside counsel) are __________.

We expect this matter to be resolved by __________ (time frame).

We have/have not handled a matter similar to this, and the result was __________.

__________ are the people at my company who are key stakeholders. Their position on this matter is __________. __________ are those with settlement authority or a final price on a deal.

The consequence of an unfavorable result from my company’s perspective is __________.

The phases of this project are __________.

The tasks of each phase are __________.

The deliverables of each task are __________.

Outside counsel’s primary responsibility in this matter is __________. We will handle __________ internally.

2. Discussing the Budget:

Inside counsel: This project is worth __________ to us.

We think the case will actually cost __________.

The factors we think might impact the budget are __________.

What are the unknowns? Does a “phase” approach to budgeting make sense?

“Scope creep” is most likely to happen __________, __________ and __________.

Inside counsel to outside counsel: This is how we manage our internal budgets (approvals, monthly update requirements, change orders, etc.).

The fee arrangements that make the most sense in this case are __________ and/or __________.

Best Practices

Discuss previous matters similar in nature and the budgets used.

Review the “hot wash” from the previous matter to identify ways to improve efficiency.

Document the budget in writing and be as descriptive as possible (assign number of hours to each task, who will have primary responsibility and what the hourly rate is or agreed fee for each task).

Define roles for each team member, including the expectations for how much time each task should take.

Monitor the budget weekly and monthly, and communicate it to all outside counsel and inside client team members according to client preferences and standards.

Plan for risks and allocate time associated with the unknowns.

Inside counsel and outside counsel should decide ahead of time how to handle overruns and address any potential overruns early and directly.


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Best Practices

Conduct PPR immediately after the matter.

Include primary members of the team in the discussion (inside and outside counsel).

Identify any factors, deliverables, or knowledge insights in this matter that may be relevant in future matters.

Document what went well and any processes that need to be improved.

Share discussion points with the team and keep the written documents in an accessible location for all.

3. Conducting Post Project Reviews(FMC: Say it, See it, Share it, Decide it):

Did the project meet expectations?

What went well (with outside counsel and in-house team)?

What improvements should be made or what should be done differently next time?

What were the tasks or other surprises not anticipated in the original scope? How could those be avoided in the future?

Did we handle the changes in scope effectively? What could we do better next time?

Did we use technology efficiently?

Did we communicate well across the teams (internally and externally)? What could we do better?

Kick-off Meeting Sample Agenda

1. Brief overview of the project (by team leaders).

2. Brief overview of previous projects similar in nature (if they exist), including best practices or lessons learned.

3. Discuss team members and their roles.

4. Describe phases, tasks, timelines, deliverables and budget.

5. Discuss milestones and potential deal breakers.

6. Establish a process for keeping the team updated on developments and/or regularly schedule team meetings. Decide who is responsible for establishing the agenda for those meetings.

4. Establishing Lines of Communication:

Who will communicate with whom, when and how? (Be clear on what type of information is most important to each side.)

What is the most effective way for us to share information as developments occur?

Who needs to be informed when there is a change in scope (increase or decrease)? And what is the most efficient process for addressing a change in scope (workload, budget, etc.)?

Does it make sense to schedule a regular (weekly, biweekly) meeting time for the team?

Would formal reports be helpful? If yes, what information should they include and how often should they be provided?

How often should we discuss updates in the budget?


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Outside Counsel Management – Project Management for In-house CounselAssociation of Corporate Counsel Annual Meeting September 30 - October 3, 2012 – Orlando, Florida

Matter Kick-off Meeting

Before the Kick-off Meeting

Inside Counsel and Outside Counsel discuss:

• General overview of the matter.

• Who are the leads?

• Who is on the team?

• What are the roles for the people on the team?

• What prep needs to be done before we get the team together?

• Who is going to schedule the kick-off meeting?

• Who will capture the important information at the kick-off meeting and place the information into a scoping document?

Kick-off Meeting Agenda

1. Brief Overview of the Project

This project means _________ for the company.

The best possible solution for the company on this matter is ________.

The consequences of an unfavorable result are ________.

The most important things to consider are ________.

The least important things to consider are ________.

The expected time frame is ________.

If applicable, provide a brief overview of previous projects similar in nature, including best practices and lessons learned.

2. Scope

Are there phases? What are they?

What are the tasks?

Who is handling what?

What is the timeline?

What are the milestones of the project?

What are the “deal-breakers”?

Are we tracking an issues list? Where will it be kept so everyone has access to it?

What is the expected deliverable?

What are the priorities?

What is the communication plan?

How do we avoid surprises (in scope and budget)?

What is the schedule for status meetings?

Where is scope creep most likely to happen?

How do we address an increase in scope?

3. Budget

How much do we think the phases/tasks/project will cost?

How often are we tracking the budget?

How are we reporting on the budget?

What strategies are we putting in place to ensure we stay on track re: budget?

What happens if we go over budget?

4. Post Project Review

Who’s in charge of scheduling the PPR and making sure the lessons learned and best practices get shared across the team?


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