We asked Ezra Katzen, general counsel at Taboola and the winner of the Corporate Tax Individual of the Year award at the 2018 Global Counsel Awards, his opinion on what it takes to be a successful in-house counsel, the best way to advise senior leadership and what winning the award meant to him.
Describe your current role (responsibilities, size of team, structure).
I joined Taboola as general counsel a little over three years ago. At the time there was one other lawyer on the team and we are now seven lawyers, one paralegal and a law student. So the team has grown dramatically alongside the growth of the company (which in terms of headcount has tripled in three years). My responsibilities are primarily focused in the area of corporate law, dealing with issues around shareholders, the board of directors and employee equity plans, corporate finance and M&A. In addition, I have been the focal point for our international expansion, including dealing with international tax planning considerations, local corporate law issues and so forth.
What led you to a career in-house?
I was a lawyer in law firms for 20 years: 10 years in New York and 10 years here in Israel. In early 2000, during what we now call the internet bubble, I decided to ‘jump ship’ and join one of my clients in the internet industry as general counsel. It was an area that I was interested at subject-matter level, it was interesting to me to be involved on the client or business side rather than just on the legal side, and it was a different kind of a career challenge. Shortly after I made my move, the bubble burst so it became a more exciting ride than I had expected. I did that in 2000 and have been in several positions since then – but have really never looked back.
In your current role, what is the most challenging situation that you have faced? What are the most significant challenges that in-house lawyers are likely to face over the next few years?
The international growth that Taboola has experienced since I came on board has been a significant challenge for me, partly because it involves dealing with unfamiliar legal systems, languages and business cultures. We have to find ways to make the entities that we are setting up fit into our structure and our corporate culture. A lot of the work we’ve done in other countries would seem fairly routine if they were in familiar jurisdictions, but Asia-Pacific, South America and parts of Europe have very different systems, and having to find a way to work quickly, efficiently and productively in those countries has been a challenge.
I think the most significant challenge faced generally by in-house counsel is learning to weigh business interests against legal risks, and finding a balance between acceptable legal risks and business rewards that allow the company to grow and be an industry leader. Internal lawyers, to be effective, must find ways to get things done that external lawyers might hesitate about, but without exposing the company to excessive risk.
Are there particular types of legal issues that you routinely refer to outside counsel? And what kind of matters do you tend to handle in-house?
Anything we have in the world of litigation goes to outside counsel; like most legal departments, we are not equipped to handle that in-house. There are many areas of specialisation where it is my job to know how to understand the issues and ask the right questions so that we can make best use of outside counsel; issues like antitrust, corporate finance transactions that require sophisticated structuring and labour law (particularly in other jurisdictions) are good examples. Sometimes we refer to outside counsel when we just need more manpower than we have available in-house on a particular project.
What do you consider to be the essential qualities for a successful in-house lawyer?
An in-house lawyer needs a level of business acumen and commercial thinking, much more than is expected of outside lawyers. I tell my management that, with the exception of criminal matters, every legal question is really a business question, because even a complicated technical legal provision such as an indemnification clause or choice of law translates to a financial risk that we are either willing or unwilling to take. Knowing how to measure that for every decision is something that an in-house lawyer with his or her finger on the pulse of the business, management and shareholder value can judge better than an external lawyer.
What’s important for in-house counsel to consider when advising senior leadership?
Advising senior leadership must done in a tone that is geared towards optimising business opportunities in light of known risks. In some cases I can make those calls myself; in other cases I need to escalate them. Counsel needs to translate legal risk into comprehensible notions of business risk without over-simplifying or over-complicating the matter. It’s practically an art form.
How does the legal department contribute to your company’s growth?
In our business many of our more significant client agreements are heavily negotiated, so legal is involved at some stage in the negotiation of all of our key partnerships and strategic relationships. This requires a high level of understanding of the business and the competitive environment, so being proactive, educated and up to speed on what’s happening in the company and the industry allows the legal team to make a significant, qualitive contribution to the bottom line.
With regard to your industry, are there any significant developments worth highlighting?
Without a doubt, new data privacy regulations, particularly GDPR in Europe, have changed our business a lot and represent a significant challenge to us and everybody else in the information industry. I believe that we have managed to turn the challenge into a significant advantage because we have developed world-class expertise on GDPR within our team. This means that instead of just ‘playing defence’ we have proactively used it as a means of offering leadership to our clients; they are happy to know that we’re involved and on top of it. The other area that is important to us – but a challenge for us and every other company involved in the dissemination of information – is content regulation, or what some people call ‘fake news’. In a business like ours where the content is generated by third parties it is a significant challenge to develop the right policies and the right monitoring tools without putting ourselves in the position of telling people what to think.
If not a lawyer, what would you be?
A classical musician. I was a musician throughout my school years and considered majoring in music performance at university, but decided to go in a different direction as you can see.
What did winning a Global Counsel Award mean to you?
I can honestly say that it was a total surprise. We go to work every day hoping to excel at what we do, to be proud of ourselves and to contribute the way we are asked to, but this type of recognition is not something that I ever sought. However, the recognition and affirmation of an award like this is deeply meaningful to me and also to my colleagues. I don’t think it is false modesty to say that I never thought I would be eligible for an award like this, but I am very proud to have received it.
The purpose of the Global Counsel Awards is to identify those in-house counsel, both teams and individuals that excel in their specific roles. The primary aim is to reward lawyers for demonstrable achievements across the full spectrum of in-house responsibility, not simply those who have acted on high-profile transactions.