Attorney at Law Magazine Salt Lake City Publisher John Maricano sat down with Matt Dorny to discuss his career.
AALM: How did you make your transition to corporate counsel? How do you stay connected to the private practice community?
Dorny: After approximately seven years in private practice, I decided to make the transition to a corporate counsel position. In private practice, my area of focus was corporate finance as well as mergers and acquisitions. My transition to an in-house position was rather smooth, as my initial position dealt primarily in these same areas. The biggest difference for me was I found that it was quite a bit easier to get integrated with a transaction team and provide business input as well as legal input from an in-house position. As my position at Nu Skin evolved to include other practice areas, it provided an opportunity to address new issues and develop new skills, which is something I enjoy.
I stay connected with the legal community primarily through the outside law firms we engage to assist us with legal matters. Given the size and scope of our company, we utilize a number of different law firms and attorneys to help us meet our legal needs. This provides a great opportunity to get to know more members of the legal community. While I was in private practice, many of the transactions I worked on involved parties from outside of Utah who were represented by law firms outside of Utah. As a result, I actually feel like I have gotten to know more business attorneys in the Utah legal community from my corporate position than I did in private practice.
AALM: What qualities do you look for when choosing outside counsel for litigation needs?
Dorny: Obviously, we are always looking to engage litigation counsel who demonstrate a high level of skill and expertise in handling litigation matters and who have a good reputation in the legal community. For highly technical areas, we will look for counsel who has experience dealing with issues similar to the issues facing the company. One important quality for me is finding counsel who has the judgment and skill to identify the important issues, and focus resources and time on those issues rather than fighting every little issue. Despite the fact that we rely primarily on outside counsel for all of our litigation needs, these matters can still strain our internal resources beyond just the out-of-pocket costs. I also value outside counsel that provide balanced assessments of a litigation matter, and help determine when settlement should be considered versus when we should aggressively pursue a matter.
AALM: How would you describe your ideal relationship with outside counsel?
Dorny: I love working with outside counsel who are proactive in helping identify and solve problems.
AALM: What major concerns does your company’s CEO or board raise about outside counsel? How do you address those issues?
Dorny: One of the most prominent concerns is the cost of litigation and other legal services. On large matters, legal fees can accumulate fairly quickly. The bills can be shockingly large to our business team members. More importantly, there is not usually something tangible delivered for those fees that they can see and evaluate. This is particularly true for complex litigation matters that drag on for more than a year. This naturally leads to concerns about the level of fees.
I have found that the most important way to address these concerns is to have very frank and honest assessments of a litigation matter, including the anticipated costs for that matter, in advance with our business stakeholders, including our CEO and board. If they know the anticipated costs up front, then they can make good decisions and are not surprised by the costs. On major litigation matters, allowing outside counsel to update the CEO and board directly from time-to-time on the matter has also been helpful.
AALM: How has technology changed your business and your legal needs?
Dorny: Technology changes so quickly, that sometimes it is difficult to get our hands around all the legal issues generated by changes in technology. We are a consumer goods company that markets our product through tens of thousands of independent sales leaders. As technology changes the way our sales force and others communicate, it creates new legal issues for us as we try to monitor and make sure our sales force complies with company policy. Privacy issues and data security issues are also becoming increasingly difficult to stay ahead of the curve with the constant changes in technology.
With respect to legal services, technology has allowed many business functions to transact at a faster rate with more information at their fingertips. This creates expectations for faster and more efficient service from the legal side as well.
AALM: Share a unique story with our readers about a positive or negative outside counsel experience.
Dorny: On a transaction involving a potential acquisition, the other side was represented by an attorney at a prominent California firm who had previously worked for a prominent California firm. After exchanging term sheets, a meeting was scheduled for a face-to-face negotiation. We were surprised when the primary attorney did not show up for this meeting without much explanation. A week later, we understood when a story ran that the individual had never passed the bar in any state, and had been practicing without a license for over five years. Not sure whether he had even graduated from law school. This experience taught me it is more about the individual than it is about the law firm, when choosing outside counsel.
AALM: What advice would you give to attorneys wishing to switch to general counsel?
Dorny: I often get asked advice about leaving a law firm practice for an in-house position. I have enjoyed the change, but I also miss certain aspects of private practice. I don’t miss the billable hours, but I do miss the opportunity of working with multiple clients in a variety of businesses. It is difficult to replicate the deal flow and connections you generate working in a law firm. On the other hand, I really enjoy getting integrated into the business and being able to offer business solutions as well as legal solutions. The opportunity to deal with a broad range of legal issues as corporate counsel is also something I enjoy.