We asked Theis Rice, chief legal officer at Trinity Industries Inc and the winner of the Lifetime Achievement 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).
For the past 14 years, initially as a vice president and since 2010 as a senior vice president, I have served as Trinity Industries’ chief legal officer. In that role I am responsible for the company’s legal affairs and safety and environmental affairs, and for a brief period of time I was responsible for the company’s compliance initiatives and the HR department.
Since the late 1990s, the legal department has operated as a shared service representing the corporation and all of its business units.We are structured to provide legal services in three broad categories – litigation, transactions and administration.
Trinity’s legal department will shrink to approximately eight lawyers and 10 to 12 support staff when we complete our current plans for a tax-free spin-off of the company’s infrastructure-related businesses to Trinity’s shareholders.We are working to complete the spin in the fourth quarter of 2018.
What led you to a career in-house?
I started my career as an associate in a smaller firm working for a named partner who focused his practice on repeat criminal and death penalty cases. This experience – both intense and influential – made it relatively easy several years later to accept my first in-house role in a company engaged in international trade.My in-house opportunities evolved from international trade to oil and gas exploration and development to broadcasting – all of which ultimately led to Trinity.
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 most challenging period of my career has been the perseverance, time commitment and focused attention required for an effective defence in a meritless, federal False Claims Act case – a case in which we successfully overturned an adverse jury verdict and district court judgment on appeal to the Fifth Circuit Court of Appeals.
While multiple challenges are certainly out there, I would argue that one of the more significant is the uncontrolled and almost instantaneous spread of disinformation about a company, its people and its products via the Internet, and the willingness of vast populations of news and content consumers to take everything they read on the Internet at face value without any effort to differentiate fact from fiction. The risk is that organisational reputations in particular and integrity and trust in all forms of commerce in general may suffer crippling consequences, some of which may be irreversible regardless of valiant efforts at mitigation.
Another challenge is making our system of justice long on accessibility but short on abuse. The premise that “everyone deserves their day in court” should not be treated as a licence to file whatever claims one can dream up and then hope that the claims survive a motion to dismiss and ultimately facilitate some form of nuisance settlement. Our system has procedures for discouraging frivolous lawsuits – these procedures need sharper teeth and a judiciary that is not afraid to bite.
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?
Our internal lawyers are highly qualified individuals who have been trained by the best and the brightest. Accordingly, while we do retain outside counsel in areas such as complex litigation, labour and employment, and structured financial or capital markets transactions, it is more of a “participatory retainer”.By this I mean we do not just hand off matters. Instead, our internal team is deeply involved in all the phases of a matter from issue identification to research to discovery to briefing, as well as strategical and tactical planning for every matter they manage. The way I see it, we handle all matters in house, but we do engage outside counsel for assistance.
What do you consider to be the essential qualities for a successful in-house lawyer?
First and foremost – know the business.After that, listen more than you talk, be patient, be respectful of all opinions and ideas, and be collaborative. Help the business leaders think through available legal options while helping them understand the attendant risks.
What’s important for in-house counsel to consider when advising senior leadership?
Senior leaders are paid to advance the enterprise in what is most often a very competitive environment where pathways, pitfalls and progress may not always be crystal clear.Now read my answer to question five.
How does the legal department contribute to your company’s growth?
Saving costs by knowing objectives and paying attention.
With regard to your industry, are there any significant developments worth highlighting?
The transportation of goods and products across the country is a dynamic environment. With multiple transportation modalities competing in this environment, change is a given. Generally, I anticipate the pace of change in this industry may accelerate thus creating more opportunities to pursue.
If not a lawyer, what would you be?
My career path at one point had me headed towards a master’s in architectural design.When I interviewed with the law school dean he suggested that I may be better off practising law and dabbling in architecture than practising architecture and dabbling in the law. That made sense to me. Unfortunately, I was never really qualified to fly fighter jets, quarterback an NFL team or play lead guitar in a rock band.
What did winning a Global Counsel Award mean to you?
That I put the right team together.
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.