Legal Solutions | USA
With over 16,000 members, the Federal Bar Association (FBA), founded in 1920, is dedicated to the professional development of all attorneys involved in federal law. To this end, the FBA has a number of groups that focus on the federal judiciary, federal agency practice, and related functions. Corporate Counsel Connect had the opportunity to speak with John Okray, chair of the Federal Bar Association's Corporate & Association Counsel Division and deputy general counsel of American Beacon Advisors, Inc., to learn a little more about the FBA, the Division, and what he views as general counsel's biggest concerns.
I work at a registered investment adviser to mutual funds, pension funds, private equity funds, and institutional separately managed accounts with approximately $50 billion in assets under management. We have a small law department with attorneys principally focused on securities law related matters, such as the Investment Company and Investment Advisers Acts of 1940. For example, our work includes drafting fund prospectuses and other disclosure documents, reviewing agreements with distribution partners, and preparing materials for mutual fund board of trustees meetings. Under the direction of our general counsel, we also work on a broad range of other issues, such as corporate board matters, acquisition due diligence, vendor contracts, interpreting regulations, intellectual property, etc.
Before working as in-house counsel, I managed the trust department at a large law firm followed by overseeing operations, administration, and tax functions at other buy-side financial services firms. Because of my legal training, while working on the business side, I also liaised regularly with the legal, compliance, audit, and similar functional areas. Having prior experience working in business units has been a big advantage in my legal role.
The Corporate & Association Counsel Division (Division) is the entity within the FBA that specializes in matters that impact corporations and associations – mostly "business law." The Division's role is important since corporations in virtually all industries are impacted by multiple federal legal disciplines, such as labor and employment, healthcare, taxation, immigration, securities, bankruptcy laws, etc. The Division provides in-house counsel and law firm attorneys with the opportunity to collaborate with colleagues whose practices include federal legal issues, while benefiting from the broad participation of federal agency attorneys and judges in the FBA.
Like many in-house counsel, I have been a member of various national and specialty bar associations. Even though it has a very distinguished roster of members, I joined the FBA because it encourages active, substantial participation by all its members. It is because the FBA is nimble and open to new suggestions I chose to be involved in division leadership. The organization focuses on providing meaningful benefits for its members.
I have found the FBA to be a meritocracy in terms of how leaders are selected. In other words, you do not need to lobby to have an article published to play a meaningful role. It is a very collaborative, member-driven association with volunteer leaders dedicated to the advancement of the legal profession. And frankly, I get a lot of bang for my buck – FBA membership is very reasonable and Division membership is only $20 per year.
The Division's newsletter, Corporate Articles, provides timely articles on substantive legal issues and offers members an opportunity for publication. It includes interesting interviews; the current issue features John Buchanan, general counsel of the Federal Reserve Bank of Dallas, and the upcoming issue will feature Lanny Breuer, who was Assistant Attorney General for the Criminal Division of the U.S. Department of Justice. Additionally, the Division has a periodic column called Corporate Type in the FBA's magazine, The Federal Lawyer, which provides more general legal information and observations to a broader audience within the FBA. The Division encourages networking by periodically sponsoring or co-sponsoring substantive programs via webcast or at local or national FBA events. For example, we just co-sponsored a two-day labor and employment conference in New Orleans.
Corporate counsel who specialize in a particular substantive area also benefit from membership in other groups within the FBA. For example, the FBA has tax, health law, labor and employment, securities, and alternative dispute resolution, and other sections. Finally, the FBA has dozens of local chapters across the country where corporate counsel can network with peers in their area.
Having a diverse membership base is important for several reasons. Whether it is our Corporate Articles newsletter, a substantive program, or a networking event, the opportunity to have attorneys from law firms, federal agencies, the academic community, or federal judges enhances the level of dialogue and provides unique perspectives. Because of the various types of legal issues facing general counsel and other in-house counsel, they cannot spend all of their time practicing in one specific area of the law. For example, when a partner at a law firm writes an article or gives a speech on a timely issue such as e-discovery, privacy, employment matters, etc., their subject matter expertise will benefit the in-house community. We also welcome the participation of law students since they are the future of the profession, the FBA, and the Division. Law students and young lawyers that get involved early in their careers often go on to become leaders of the organized bar.
There are a number of other organizations and vendors that offer benefits and services of interest to corporate counsel. Many corporate legal departments will have a subscription to Westlaw or the equivalent to avoid dependence on outside counsel to look up cases, administrative decisions, and more. Practical Law is also a popular solution for allowing in-house counsel to be more self-sufficient in terms of best practices, forms, interpretations, etc. One tool that we have found invaluable is document comparison software, such as Workshare Compare. For attorneys handling contracts, legal or regulatory filings, having this software is essential. Some mid- to larger-size companies also choose to use software to manage their outside legal counsel spending. Finally, many firms in industries where there is a material chance of litigation are now implementing e-discovery solutions, such as SFL Data.
Organizationally, I have also been involved in the American Bar Association and Association of Corporate Counsel who offer benefits that supplement what I receive from the FBA and its substantive groups.
Some people might say privacy, hacking, regulatory uncertainty, etc. If I had to pick one issue, I would say outside law firm billing is perhaps the biggest hurdle facing many GCs. The system is antiquated and the incentives between law firms and their clients are often misaligned. Most likely, many law firm associates would love to dispense with billable hours, but it is often not an option under the current regime. A number of corporations and their GCs are proactively realigning their outside law firm compensation schemes, but this transformation has been slow across the industry. A number of new business models for the delivery of outside legal services and billing are being tested and it will be interesting to see what impact they have over the next few years.
Comedy – Jim Carrey in Liar Liar. Drama – Tom Cruise in A Few Good Men. Non-fiction – Ben Kingsley in Gandhi.
John Okray is chair of the Federal Bar Association's Corporate & Association Counsel Division and Deputy General Counsel of American Beacon Advisors, Inc. He received his BA from the University of Massachusetts Boston, JD and MBA from Suffolk University, and LLM in taxation from Boston University School of Law. He holds the Certified Regulatory & Compliance Professional and the Governance Risk Compliance Professional designations. He can be reached at firstname.lastname@example.org. More information about the Federal Bar Association can be found at www.fedbar.org. Any opinions expressed in this article do not necessarily reflect the views of any other person or entity.