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Aetna GC Says Less is More in Legal Memos

May 31, 2016, 2:10 PM

Few things seem to bother corporate counsel more than the unrestrained long form memo from their outside law firm.

Thomas Sabatino, newly-hired GC at health insurance provider Aetna, explained: “Don’t write me a 20-page memo on something because you had some associate research a particular issue that I’ve asked about,” he said. “A 20-page memo doesn’t help me at all.”

Apparently emails are also a problem: “I can’t tell you how many times I get communications where I asked a question, and I get a long, two-page email, where I actually at the end of it don’t even know what the advice was,” he said. “Pick up the phone and talk to me about it.”

Headquartered in Hartford, Connecticut, Aetna provides medical insurance to almost 33 million members, and dental insurance to more than 14 million. Ranked 49th in the 2015 Fortune 500 rankings, the company brought in more than $60 billion in revenue last year.

Sabatino has only been at Aetna a little over a month, but it’s his seventh GC position in a 30-year in-house career. Previously, he was top lawyer at Hertz, Walgreens, and United Airlines, among others.

Earlier this month, he spoke with Big Law Business by phone about outside law firms and the evolution of the GC position over the course of his long career. Read the first installment of the interview, about Aetna’s pending purchase of Humana, here .

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

[caption id="attachment_17174" align="alignleft” width="275"][Image “Photo courtesy of Aetna” (src=https://bol.bna.com/wp-content/uploads/2016/05/Tom-Sabatino-e1464198013165.jpg)]Photo courtesy of Aetna[/caption]

Big Law Business: You’ve held seven different GC positions. How have you seen the role evolve?

Sabatino: I went in-house almost 30 years ago at Baxter International. I came to realize that it was, at the time, a pretty unique department: engaged with the business, considered a strong business partner, sitting side-by-side with the business people, all the way up to the GC, who was considered a key member of the management team.

So I was lucky that I got to a department that had already evolved beyond what most other departments were. As I looked around I could see that other law departments were more like functionaries: legal work came over the wall and was done and then thrown back.

Over the last 30 years that has changed dramatically, and I think the lesson learned for anybody who wants to be successful in-house, and particularly if you want to be a general counsel, is you need to recognize that, as a lawyer, you always wear two hats in an organization.

You have your hat as the lawyer for the enterprise: you have an obligation to make sure that you’re protecting the corporation from legal risk.

But you also wear a business hat. The successful in-house lawyer, particularly a general counsel, can balance those two things effectively, making sure you are advancing the goals of the organization while, at the same time, making sure that you are protecting the organization effectively.

It’s in that trusted advisor role where sometimes you have to say, ‘You can’t do that, but since I know the business I can help you find an answer.’ You have to say, ‘We’ll find an answer together.’ That’s when it’s interesting, and for me that’s what’s exciting about being a general counsel.

Big Law Business: What’s most important to you in a law firm? Do you have a pet peeve?

Sabatino: I’ll break this into two groups. You’ve got a group of law firms that do your bread and butter work: any large company has a number of cases or issues or things you need advice on. You want that group of people to get things done in an efficient way and in the interest of the organization, to be good lawyers for the in-house lawyers.

For those law firms that are closer to the organization, or do large pieces of work for the organization, and are more impactful in terms of the work they’re doing, I think the most important thing is for that law firm to invest the time to understand what’s important to me and to the law department.

What’s important to me is not only cost efficiency, but investing the time to understand how our business works, and to provide legal services that are tailored to what we need. For example, don’t write me a 20-page memo on something because you had some associate research a particular issue that I’ve asked about.

First of all, you should know what’s important to us. Second, a 20-page memo doesn’t help me at all. I need advice and counsel to help me make decisions inside the company.

In terms of pet peeves, sometimes law firms believe they are the ones that are in charge of a particular thing. I’m the one that’s ultimately responsible for it, and they need to understand that, although their client is the company, their key point of contact is the lawyer inside the company.

They need to make sure they are staying very, very close to those lawyers. So maybe a way to summarize this is that my pet peeve is when law firms don’t communicate effectively with me or the people in the department.

Big Law Business: What do you mean? What are some examples of that?

Sabatino: One is, just keeping us informed. Sometimes law firms will work on a case and sort of just go off for a while. You don’t hear from them. There is that touch point that you need to have at all times.

Another thing is lack of clarity. I can’t tell you how many times I get communications where I asked a question, and I get a long, two-page email, where I actually at the end of it don’t even know what the advice was. Pick up the phone and talk to me about it. Or write clearly and cogently so that I can understand it.

I don’t have to read a 20-page memo or a tw0-page email answering a simple question with a bunch of hypotheticals and caveats and all that kind of stuff. I need clear, unambiguous advice.

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

Sabatino: I love to be on the water. My wife and I are in the process of moving up to Connecticut from Florida. We have a boat down there. We also have a house in Maine, and every chance I get I’ll get out on the boat, power and sail. It’s a great mind clearer. It’s great to be out there.