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Thomas Chow

General Counsel, Chief Compliance Officer and Secretary
Exponential Interactive Inc

What is your specific role, and what does this entail?

I have a few different roles in my company. First and foremost, I lead the legal and compliance team, which supports our global digital advertising business. We work with sales, operations, HR, marketing, finance, creative services and global management in over 20 countries. Compliance, insurance and equity administration all fall under the legal team’s purview. Second, I oversee the facilities team that is tasked with managing approximately 30 offices worldwide. We source office space, manage real estate leases and provide an environment where people enjoy working – that means furniture, office space design, meals and snacks, and everything else in between. Third and finally, I manage planning for global summits, which includes sales and operations training, as well as leadership summits. I oversee the agendas, which means I have a hand in guiding corporate strategy. It’s a nice balance of things that constantly keeps me on my toes.

How is the legal team structured locally and globally?

We manage all legal matters out of company headquarters in the San Francisco Bay Area. The legal team is the only administrative function in the company that is completely centralised, but I’ve had the best experience working with legal professionals face to face. We support all global operations and manage outside counsel centrally. I report directly to the chairman and CEO of the corporate parent.

I have a team of three attorneys in-house: the first specialises in commercial, business development and other advertising matters. The second focuses on corporate matters, equity administration and other legal operations. The third focuses on intellectual property, employment and any other legal matters that arise. We have minimal administrative support and dearly miss our paralegal and executive assistant, both of whom have moved on.

My team and I personally source our external counsel globally as we prefer to have boutiques and mid-sized firms handle the majority of our work. Many of those firms are great partners to us, so we have the feeling of an extended global legal team.

Are there unique challenges for your legal team in dealing with multiple jurisdictions or cross-border business? Do you have an international panel?

We definitely face challenges, but I don’t believe that our challenges are unique to a company doing business globally. The international aspects add a level of complexity to in-house legal practice that stretches our thinking on a regular basis. The fact that local regulations and ways of doing business differ from country to country make us very reliant on third-party corporate services, accounting and other vendors to inform us on how to conduct business day to day.

The legal complexities come because everything else varies by country. For example, a ‘simple’ HR matter such as an unlimited vacation policy becomes complex very quickly: how do we regulate vacation time accruals from jurisdiction to jurisdiction? And is it even possible to have a relatively uniform corporate global policy? Our answer has consistently been ‘no’ and, as a result, many of our policies are standardised by region: Americas, APAC and EMEA, with individual jurisdiction variances for each.

The legal team does not have the bandwidth to track every statutory and regulatory change in each country, and it has to coordinate matters across multiple external counsel because we’ve avoided having a single firm do all of our work. Without tools like GTDT or other legal summaries, life would be even more difficult. We source our counsel based on a number of factors, so the majority of our firms are local boutiques and mid-sized firms that can handle a certain number of specialised areas of legal practice.

How significant are legal issues in your company’s international strategy?

Quite significant. Legal issues rarely drive the strategy the company takes, but they often shift or modify corporate strategy to be compliant. Our business team’s job isn’t to know the legal issues – they bounce strategy and ideas off of the legal team, and then we can provide our perspective and advice. One size certainly doesn’t fit all globally, so there is a fair amount of give and take. At the end of the day, my job is to minimise risk while still supporting and enabling the business.

When would you typically enlist external counsel rather than doing the work in-house?

We try to do as much as possible in-house and utilise a number of resources that get us up to speed on as many areas of law as possible. The legal team is not above trying to use Google to find resources! However, we shift matters to external counsel depending on a few factors: internal bandwidth, degree of specialisation of the legal issue and overall risk to the company. The latter two are the most important: where something is both highly specialised and risky, we will always look for external advice. These tend to be matters such as local privacy law compliance, HR issues in certain jurisdictions, and corporate matters, but they vary quite widely. The legal team needs to be adept at making very rapid risk assessments to determine whether to engage external counsel.

How do you instruct external counsel domestically and internationally?

All work needs to be authorised through the legal team centrally. Only attorneys and paralegals of the company are allowed to instruct counsel. External counsel who violate this rule are advised of any violation once (sometimes) and immediately replaced the second time. I make this pretty clear upon retention of all external law firms.

Day to day, we interact with external counsel in the same way we do business: by email for most matters, and for the highly confidential, by phone or video conference.

What are the key elements in making a decision about which external counsel to hire?

Cost, responsiveness and cultural fit. Cost is obvious because we’re a private company that has no external venture capital funding, which is a bit of an anomaly in Silicon Valley. On top of very competitive local rates, I require external counsel to be responsive. Responsiveness even during an RFP or pre-retainer stage tells me a lot about how they will service us later, so if I don’t see responses within 24 hours, it’s usually a bad sign. Part of being responsive is also being enthusiastic. If external counsel likes what they do, it helps their turnaround time immensely.

By cultural fit, it’s part personality and part how external counsel gives advice. The bottom line is that I need very practical and pragmatic advice. If I need an in-depth research project and supporting memo, I’ll ask for it. Otherwise, I need to be able to quickly advise my internal constituents. I only retain external counsel who I believe will act accordingly.

What are your best and worst experiences in hiring external counsel?

I don’t want to throw any of my prior external counsel under the bus by bringing up worst experiences, so I’m going to limit this to the best experience of hiring a law firm and hoping that all other outside attorneys can learn from this. One law firm, Osborne Clarke, and their local partner Stephen Wilson (along with a great team that included – currently or before – Frances Vickery, Felicity Fisher, Sian Story, Maninder Sagoo, Andreas Grillo and more) had been seeking my business for years across two general counsel roles. I never had the opportunity to use them in my prior position, but once I had some poor experiences at my current position with the incumbent, I started rethinking what external counsel to retain. They pitched me multiple times on various practice areas, each time doing homework to understand and anticipate my needs. Over lunch with Steve and Frances, I expressed some dismay about retaining another large global firm – it didn’t fit the profile of firms I had been retaining lately. However, they assured me that they would not nickel-and-dime me on the bills, and I would be invoiced for value provided. I’ve been using them for a fair amount of global HR work and it’s been many invoices now. Their word was reality. They communicate quickly. I am not billed for outrageous work or administrative time and I get great advice. I have other firms that I could mention here in the same breadth, but for the sake of time, I think many outside attorneys would do well to learn from this particular example.

What makes a great in-house counsel?

Someone who can think like an attorney, communicate effectively with non-attorneys and maintain business perspective. I’ve seen people who have one or two of the three, but those who thrive in-house have to be able to do all three.

Thinking like an attorney means having great technical legal skills (often but not always gained at law firms as outside counsel): reading legalese, negotiating contracts, assessing realistic and practical risks and having great professionalism.

Of course, these mean nothing unless you can convince business people that you support them, care about the business and want the company to thrive as much as they do – and that comes with great communication skills and business perspective. Translating the legalese into common understanding and practical action items is essential. So is recognising that legal is primarily a support function and that our job is to build the company. When the business people comprehend the legal issues and can understand your perspective, that’s a golden moment where trust is built. 

Exponential Interactive Inc

  • HQ Location: California, United States
  • Industry/sector: internet
  • Year of foundation: 2001
  • Company reach: 22 countries
  • Visit website

All statements and opinions expressed herein are those of the individual and not the organisation.

Published July 2016

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