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A Year Ago, This Chief Legal Officer Was a GC. What’s Changed?

Sept. 16, 2016, 6:54 PM

Michael Ray has been the top lawyer at hard disk manufacturer Western Digital Corporation since 2010, but in November of last year Ray got a promotion of sorts: from general counsel to chief legal officer.

What’s changed? Mainly his perspective, Ray said, explaining that his number one job is still to provide “excellence in terms of the actual lawyering,” but as a CLO he’s also expected to step back and think more strategically.

“We have to make sure we’re stepping away, and the urgent doesn’t overwhelm the important, and we’re able to help guide the company as part of the executive team,” he said.

Ray’s change in job title coincided with a period of rapid growth for the company. Earlier this year, Western Digital closed a $19 billion deal to acquire flash memory producer SanDisk Corp., part of a wave of mergers in the computer chip industry.

Styling the top legal spot similarly to other “chief” positions in the c-suite has become increasingly popular in recent years. In our survey of GC compensation at 30 top companies earlier this year, five of the 30 lawyers listed held the title of chief legal officer.

Headquartered in Irvine, California, Western Digital is a computer data storage company and one of the largest computer hard disk drive manufacturers in the world. The company brought in $14.5 billion in revenue in 2015 and is presently ranked 194 on the Fortune 500 list.

Last week, we spoke with Ray by phone about his evolving role as the company’s top lawyer. Read the first part of the interview, including his thoughts on law firm associate raises, here .

Below is an edited transcript of the second installment of the interview.

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Big Law Business: Why did your title change from GC to CLO?

Ray: I think it was more a reflection of the size and the scale of what we’re taking on, as well as a reflection of a desire to encourage a more strategic approach — rather than being the managing partner of a captive law firm, being more of a strategic thinker around risk management and the trends, and how we take advantage of those trends.

Big Law Business: Can you elaborate more on that need to think strategically? How has your role evolved?

Ray : I would say the thing you’ve got to nail, first, if you’re in-house and you have a department of any size, is you’ve got to provide excellence in terms of the actual lawyering. I think that was really part of what we’ve built here at Western Digital in the sixteen years I’ve been here.

We wanted to build a department and an internal brand that was about exceptionally effective, solutions-oriented, business-savvy lawyers that would help business people get to the place that they wanted to go, even if they didn’t start there, even if they said, “I want to do X,” and we had to say, “We can’t do X, but we can get you to Y, and it’s really the same place.”

That’s, I think, the difference between the GC and the CLO role. The focus is much more on the longer term.

Increasingly, though, the role, both as both I perceived it and as the CEO and the board wanted to see it, was to look further out into the future and understand: What about the opportunities that are coming, in our case, in the storage ecosystem? How do we take advantage of those opportunities?

What are the risks? How do you think about managing those risks, anticipating those risks, avoiding those risks? What can you do, in terms of being proactive, to both mitigate and avoid the risks, and take advantage of the opportunities?

So, as that advisor to the executive team and to the board, there was much more emphasis on longer-term strategy, and discussions about the areas we want to get into, where we’re beginning to plot a path to realizing, over the next twelve, eighteen, twenty-four, thirty-six months, how to get there.

That’s, I think, the difference between the GC and the CLO role. The focus is much more on the longer term and putting together the plans to realize the benefits and mitigate the risks.

As a public company that sells in over 185 countries and has a workforce of over 85,000 people, there’s a constant churn of issues that comes up. We have to nail those. We’ve got to make sure that we’re there for the clients, that we are getting back to them and helping them efficiently and building an internal brand that says, “We are problem solvers. We’re here to help you.”

But then we have to make sure we’re stepping away, and the urgent doesn’t overwhelm the important, and we’re able to help guide the company as part of the executive team.

Big Law Business: What do you value most in an outside lawyer?

Ray: Genuine subject matter expertise: somebody that really, really understands the ins and outs of an issue and can offer a perspective, in terms of, when an issue comes up, what are you likely to see. What’s the likely outcome and the process of getting that outcome? Where are the risks? There are folks that often profess to genuine subject matter expertise that is just not there, and so I really respect deep subject matter expertise.

We have to make sure we’re stepping away, and the urgent doesn’t overwhelm the important.

I really like outside lawyers that over-communicate. I don’t want to guess at what’s going on. I don’t want to chase work product. I want to know what’s going on at a given time. I want someone that’s over-communicating with me and really letting me know: “Here’s what we’re doing. Here’s what we’re thinking.”

The other thing I’d say is I value lawyers that are open to really understanding how we work and adjusting their process or their way of working to how we work, as opposed to lawyers that just tell us, “This is what we’re doing,” and they expect us to conform to them.

Big Law Business: What do you do for fun when you’re not working?

Ray: On the rare occasions I’m not working, I love to read. I love histories, biographies. I absolutely love to read. Being on a long-haul plane, like a transatlantic, a transpacific flight is a nice time to just kick back with a great book.

Big Law Business: Best book you’ve read recently?

Ray: I just finished the most recent Robert Caro biography of LBJ, The Passage of Power , which was exceptional. It was great. It’s a multi-volume biography. It’s just outstanding. The other one I just read is The Best and the Brightest by David Halberstam, on the U.S. involvement in Vietnam. Wow, what a powerful, powerful book that is.

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