In this installment of The In-House Advisor, we interview Stacey Constas, Senior Corporate Attorney / Corporate Governance Officer at Standex International Corporation, a global manufacturer of industrial components and food service equipment, trading on the NYSE. In addition to serving as the Chief Governance Officer, Stacey manages all employment, product liability, litigation and environmental compliance for the corporation. She also is a corporate generalist, conducting acquisitions and divestitures, and assisting business divisions with a wide variety of commercial, contractual and legal issues.
The In-House Advisor: The role of in-house counsel has changed a lot over the years. How do you see that role changing going forward and how can today’s in-house counsel prepare for those changes?
Stacey Constas: By working closely with our excellent outside counsel, of course! On a serious note, in the 17 years that I have been at Standex, the role has not changed dramatically. It is a small department (3 attorneys), so we’ve always been part of the interdisciplinary team working on a project for the business. For example, when we do an acquisition, we try to do 100% of the work internally, with a team of finance, legal, HR, tax, and risk management. Having a small department means there is no opportunity to get stuck in a narrow lane – it’s critical to be open to all challenges and shifts in business focus. One big difference for our company has been the increasingly global nature of our business. Standex was always a global company, but the importance and volume of our global reach continues to grow. So developing a good network of international counsel and vendors (environmental consultants, insurance adjusters, local counsel) has become increasingly important.
IHA: While in-house counsel routinely save their companies money, Legal Departments are generally viewed as cost centers that add nothing to the bottom line. How can in-house counsel get across to the business people the value that in-house lawyers add to the company?
SC: I find it helpful on an annual basis to do a summary of the matters I’ve worked on that had a financial impact. I keep a record as the year goes along, since things are so busy that it’s difficult to get time for reflection after year-end. But being able to articulate and remind management (at the appropriate time) about projects that have demonstrable value-add, and where they can see the financial impact (in terms of projects coming in under budget or ahead of schedule, favorable settlements reached, cost sharing of co-defendants, etc.) helps the finance team understand our role in the context of the business. It can be hard to get them to agree that cost avoidance is money earned – until they live through a complex litigation and see firsthand the time, expense and resources associated with that undertaking. At a networking event, I met a peer who once paid 6 figures for an outside firm to do their proxy filing. We do that 100% in house. I did find an opportunity to drop that into a conversation with our CEO.
IHA: What should in-house attorneys not say or do to try to show their value?
SC: In my experience, the professional interaction in the ‘outside world’ between our managers, finance team, engineers, etc. and lawyers has not been positive, for the most part. So any kind of attitude along the lines of, “I’m corporate counsel and I’m here to tell you how this will be done,” is an immediate non-starter. It’s very important to me to express that I am a member of their team, and together we’ll figure out the best way to develop the defense in the suit or challenge the contract. We all work for the same employer, and we all want to business to thrive. We help each other figure out how that can be done. So while I might be the one out in front leading the charge, this has only happened after I’ve worked closely with the business people, who do not care about credentials or war stories or theoretical projections. They care about results.
IHA: You have been in-house for 17 years. How have you been able to thrive in that role and what advice do you have for other in-house counsel so that they, likewise, can succeed?
SC: It’s so important to be flexible and be able to adapt your role to the business strategies being executed. Business priorities will shift depending on the economy, the regulatory environment, product development, and executive management transition. The bottom line is that the Legal Department exists to help the business thrive and successfully execute business strategies. We have five distinct business segments, manufacturing five very different types of product lines. I have been happy at Standex by working closely with employees at all levels. I gain a lot of insight from talking to the hourly employees who operate our wastewater treatment system in one plant, and that interaction helps me talk to management about our environmental compliance program, and that helps me negotiate in a realistic way with state regulators. Being accessible and listening to business needs, at every level, helps me understand the full picture of our business, which in turn enables me to make recommendations that are practical and positive for our business divisions.