Joshua S. Goodman joined Digitas’ legal department in 2001 with five years of big-firm corporate experience — at Boston’s Goodwin Procter — under his belt and a year-long stint helping a high-tech startup go public before the dot-com bubble burst.
As Digitas grew over the years through acquisitions, Goodman found himself taking on more and more responsibilities at the international digital brand and marketing company. And that has suited him just fine. “Every time I thought I went as far as I could within the company and thought about moving on, the organization dramatically redefined itself,” he says.
Goodman, a Boston College Law School graduate who clerked for U.S. District Court Judge Mark L. Wolf, recently talked to New England In-House’s Julie McMahon about his role as general counsel at Digitas.
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Q. What were the challenges you faced when you transitioned from private practice to in-house?
A. When I came to Digitas, the primary work I was doing was the securities and corporate side. Where it became difficult was where I started to get involved in the operations side. You go from every day at the [law] firm doing $100 million deals — which at the time were a big deal — to on the operations side here at the agency, where you’re helping negotiate a $50,000 contract or project. It was just difficult psychologically. It took time before you realized that that was just a piece of a much longer relationship, [and] that if that relationship worked out it could be a $100 million relationship over 10 years.
Q. What’s the single biggest advantage of being in-house versus at a law firm?
A. You actually get to be a part of the strategic thinking of the organization. I support agencies that have CEOs, different management teams, and they all view and interact with their legal team differently. Some of them view us as a necessary evil. If they owned their company they probably wouldn’t pick up the phone and call the lawyer. Other agencies view us as a part of the strategic thought. They consult us before they do anything, not because they think they answer to us or need our permission, but because these are mature leaders who appreciate a different perspective. You have a deeper history with the organization, too. Outside counsel often times have long-term relationships, but they are rarely as embedded.
Q. Are there disadvantages?
A. The fact that you’re embedded within the organization gives you a much better perspective, a much stronger ability to give them informed guidance, but the other side to that is that sometimes they see you as part of the family, which might diminish your credibility as an independent advisor.
Q. Your company has a global presence. How does that affect your role?
A. It presents challenges, but it also presents some incredible opportunities. I guess I never thought about it as a young lawyer: how sexy the international component of the practice was. But a lot of times it’s getting up at 3 a.m. for a conference call. It’s asking the same question to your local counsel six times because lawyers deal so much in the nuance of the language that when there’s a language barrier, even lawyers who speak very solid English, depending on where they are in the world might use a word in a slightly different way than we do.
Q. Are the types of issues that you deal with different as well?
A. Several years ago we had an issue in China that was part of this relatively complicated organized crime crackdown. As a lawyer, it was the first time I had to help guide the organization when I really did not have a reliable source of what the facts were. The most reliable source of factual information was the rumor mill and back-channels. Obviously you couldn’t have 100 percent faith in that. You deal with things like that, and you deal in markets where corruption is part of the fabric of the business world there. We’re held to incredibly high standards, not only because we have Foreign Corrupt Practices Act concerns in the U.S., but there is similar legislation in the U.K. and globally. We have to meet the absolutely highest standards, aside from the fact that it’s just the right thing to do. You go into markets where corruption is rampant and you really have to be vigilant that people are following your internal controls, and you have the right ones in place.
Q. How do you monitor and stay current on new laws and various regulatory changes that affect in-house counsel generally and your company specifically?
A. On a global basis, it’s very difficult. You have to prioritize your issues and then you have to make sure counsel in those markets are calling you when they need to, when something big is going to change. It’s the same in the U.S. We monitor the industry news, but we also rely on a small set of law firms to give us literally daily updates on what is going on with respect to certain matters. You just have to prioritize and pick your team.
Q. Do you expect your department to grow in the future?
A. From my perspective, it needs to grow. We are woefully understaffed in my opinion, and as a result there is a constant string of work that goes to outside counsel — stuff that shouldn’t, that can be done better in-house. But because we have in-house headcount limitations, we don’t really have a choice. So we rely on outside counsel to be an extension of our team [and] not just subject-matter experts.
Q. On what matters do you consult outside counsel?
A. We engage outside counsel for substantially all of our litigation, and most of our high-stakes regulatory issues — if we have a Department of Justice investigation, or questions or concerns surrounding the Foreign Corrupt Practices Act, or anti-bribery laws around the world, for example. And then we use them as overflow, as an extension of our team for all kinds of matters.
Q. How do you select outside counsel?
A. They have really been referrals, introductions.