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Business priorities, challenges, and the many sucesses in in-house practice

Helen Donegan, US editor (content), speaks to Anat Hakim, one of the influential in-house lawyers included in The Legal 500’s 2019 United States GC Powerlist, a former GC and board secretary at WellCare Health Plans and new senior vice president and GC for Eli Lilly. Anat speaks about making the move in-house, revamping her legal team at WellCare and investing in individual development, as well as how she works with outside counsel

To start us off, can you please tell me about the role you held at WellCare when you were included in the 2019 US GC Powerlist?

I was general counsel and board secretary. Basically, I was the senior executive in charge of the WellCare legal department which handled all legal affairs for the company and all strategic counselling for the CEO. We worked very closely with the business to advise on all legal-related matters. My role as secretary of the board of directors was to advise on all legal matters related to the board.

You have just recently moved to pharmaceutical company Eli Lilly. What attracted you to the company?

I am grateful for the opportunity to serve as general counsel for an iconic company such as Eli Lilly. Not only is Lilly known for its innovation and life-saving drugs, it is also notable for its corporate culture. Having worked in-house at two other companies, including as general counsel at one, I have come to understand the importance of culture to a company’s success. I can’t think of a better place to be at this point in my career.

Having spent a number of years in private practice at two different law firms, why did you decide to move in-house?

I was a commercial litigator at Latham & Watkins for five years and then I was a patent litigator at Foley & Lardner for 12 years (including five as an equity partner). So, I had a total of 17 years in private practice. After 17 years, I grew more interested in being involved in a company’s overall business as opposed to providing pure legal advice. That’s when I looked into going in-house. You don’t really know what it is like working in-house until you make the jump. But it was fascinating to me to understand the various aspects of business considerations – the operational, financial, all the way through to public relations – and you don’t get to see that when you are outside counsel.

I applied for a job in-house and was hired by Abbott Laboratories in 2010 as the head of global patent litigation and then moved into the role of head of commercial litigation. In 2016, I became general counsel and board secretary at WellCare. Since moving in-house in 2010, I have found my place, which I feel is best suited to me, and it’s where I am happiest.

So, is understanding all aspects of the business what you see as the biggest difference between working in-house and in private practice?

Yes, and the reason that is so interesting to me is that you take multiple factors into account when you are making legal decisions [in-house], so you are not giving legal advice without a pretty robust context. You are informed by the business priorities and operational realities, financial realities, reputational issues… and I like being able to take all of that and combine it with the legal advice to come up with the best practical advice and solution for the company.

“Since moving in-house in 2010, I have found my place, which I feel is best suited to me, and it’s where I am happiest”

In a law firm, for the most part, while you get a bit of insight into those factors, you don’t get anywhere near what you do in-house. I also love the fast pace in-house and the need to make judgement calls with limited information.

Your entry in the GC Powerlist specifically mentions changes you made to your legal team when at WellCare. Can you please expand a bit on that?

When I joined WellCare in 2016 all of the lawyers were based at headquarters in Tampa, Florida. But WellCare’s business was in all 50 US states, and most heavily involved in about 20 of those. We didn’t have any lawyers out in the field, so to speak. Working with my senior legal leadership team of Tammy Meyer, Mike Haber, and Kevin Behan, we conducted a thorough talent review, realigned talent, and upgraded it in some cases, to focus on the business’priorities.

We restructured the department and decentralised it. More than half of our attorneys were placed out in the various markets, and that way they had direct interaction with the business, and it gave us the opportunity to provide better service. For example, our attorneys could then regularly attend business meetings in the various markets to better understand business strategy and financial realities. That allowed us to give much better legal advice.

We also pushed attorneys out into the markets to give them more opportunities for professional growth. They were able to do a more sophisticated level of legal advising than they would sitting in an office hundreds of miles away and not being as close to the business. That was another very significant change we made to improve the level of service we provide.

We also implemented legal career training for attorneys, paraprofessionals, and administrative staff. Business and hard skills training were obviously involved, but it also included a lot of soft skills training to give people the opportunity to hone their skills and give them the chance to develop and grow within the organisation and, if they wanted to, seek opportunities within the broader business. I hired an independent consultant to hold individual sessions with every member of the team (not just attorneys), and we also did exercises as a team focused on how we work as a group. This improved our ability to interact with each other, helped us understand better how we function as a team, and built a great deal of trust within the department.

So, not a small amount of work then!

No! One of the most challenging parts was that while we were making all of these changes we also had to change the culture. We moved to a much more proactive culture and a much more business-oriented and highly responsive culture. We didn’t really have that in place when I joined. Implementing the culture change was challenging, but we recognised early on that it was the most important thing we could do. If you get the culture right then you can hire for the culture, and then people who come here buy into it, and we are all then growing in the same direction.

I think the thing I am most pleased about is that we accomplished what we set out to do, and we really did change the culture – and not just because we hired for it, but also because many of the people in the legal department who were already at WellCare when I joined were open-minded about changing it, and they understood that it would make us better.

The CEO of WellCare, Ken Burdick, was supportive from day one. One of the greatest things from him was that he gave me the freedom, and he demonstrated confidence and trust in me, to implement the transformation. He provided a lot of feedback, but as a true leader he did not micro-manage, and he supported these efforts. This was also true with respect to the board of directors and especially its chairman, Chris Michalik.

“Implementing the culture change was challenging, but we recognised early on that it was the most important thing we could do”

You also changed your outside counsel panel at WellCare. What did that entail? And what do you look for in outside counsel?

When I joined, the selection of outside counsel did not have a governing process, and there were no organised and established panels to handle legal work. We had more than 50 outside counsel representing us across various matters, so we set out to understand what each firm/attorney did, and we found that there were a lot of inefficiencies, overlap, and differences in quality. And no one was keeping track or making decisions based on the quality or cost. We put in place a process to whittle down our outside counsel and to establish preferred panels, and we went from more than 50 to under 20 law firms.

That was a huge accomplishment, and we kept the best firms and asked them to be more invested in us and in our business. In return, we gave them more opportunities to work with us and to expand. In terms of what I look for in outside counsel, and this goes hand-in-hand with who we chose for the panel, they must go beyond just pure legal advice. They need to understand the business goals, and they need to be very practical. I don’t want ten-page memos. I have a lot of deep dive conversations with them (and sometimes long memos are necessary), but as far as advice goes, I want practical advice once we have discussed the implications and the various pressures. The firms that we ultimately chose at WellCare were the ones that put the time in and invested in us to show that they were a long-term partner, and they presented their advice in that required context.

Your legal team at WellCare won the ‘Legal Department of the Year’in the 2019 Florida Legal Awards. What do you attribute that to?

We handled seven acquisitions in three years, so that was a significant part of our work, but just as much as that I would point to the tremendous amount of regulatory work we completed as the WellCare business was expanding its Medicare footprint and also growing its Medicaid business in multiple states. Over the past two years, that expansion involved a large amount of regulatory licensing work and responding to requests for proposals (RFPs). With respect to RFPs, those require a lot of support, guidance, and strategy when you are responding to them, not to mention when the winners of those RFPs are announced, and the protests (essentially litigation) ensue.

The last bucket I would say is litigation. When I came in there were many pending litigation matters, mainly with providers such as doctors and hospitals, and with some vendors, but there was not a process in place within the legal department for how to efficiently resolve those. Some cases lingered for years – which was not a positive. So we reviewed all litigation matters, and we basically won or favourably settled all litigation, which not only reduced outside legal spend but also reduced the risks to the company.

Personal congratulations are in order for your recent award being named The American Lawyer 2019 GC of the Year. Any comments on that and, on a related note, what do you see as your greatest professional achievement to date?

As to the award, I am thrilled and humbled. It is an honour, and I feel so lucky that I have found – going in-house – a place where what I do does not feel like work. I am using skills that I enjoy and that come naturally to me, and that happen to also make me successful in this job. First, at Abbott Laboratories, and then at WellCare, the people who hired me gave me my chance, which is all you can ask for, and I took it from there.

While I’m excited about being named GC of the Year, the ‘Florida legal department of the year’award you asked about earlier is very important to me because it recognises the work the legal department did as a team. I focus a lot on recognising people. A pay cheque is great, but when people go above and beyond you have to make sure to recognise them. To be recognised as the Florida legal department of the year with the team we built at WellCare was incredible. It was great for everyone because they worked so hard to get to that point.

Is there anything else you would like to note about your team or work?

I have mentioned it already, but I would like to note again that my senior legal leadership team and I spent a lot of time on individual and team development within the department at WellCare. I mentioned the independent consultant we retained, and I think we did some really neat things. Each individual in the department had a written development plan, and we asked them to think about what their ultimate career goal was, so we could work with them to gain the experience and knowledge they needed to get there.

“I am a big believer in hiring for merit and for culture. I think people who perform well are often those who have had to overcome hurdles and can think outside the box”

The consultant came in multiple times and sat down with each attorney individually doing assessments of skills and behavioural assessments, including how we each behave when under pressure and how to best interact with each other under pressure. We did multiple group exercises with sub-groups within the department, including attorneys, paraprofessionals, and staff, and then with the entire department together. The fact that we invested in this level of individual and team development, and that we included every single person within the department, sent a strong message to everyone that we are investing and invested in their success.

That, in turn, created a level of trust and honesty which fed into the transparent and strong culture we built. Once it was announced in 2019 that WellCare was being acquired by Centene there was stress and uncertainty at first, as you would expect, but all that work we had already done on individual development and working together as a team bore fruit as far as how the legal department weathered this period of uncertainty, and we came out with people really excited about the future. So, I am really proud that we did that, and I think it was one of our greatest accomplishments.

I would also like to mention that we had one of the most diverse departments I have ever seen and that we made some great hires. I am a big believer in hiring for merit and for culture. I think people who perform well are often those who have had to overcome hurdles and can think outside the box. That often means they are not just going to do something because everyone else has always done it that way. I am very proud of the team we built.

Does diversity affect the outside counsel you work with and how you select them?

I think I always have an eye on diversity. Just like with the in-house team I want to hire the best. What I want is for the firms to put forward their best teams, with an eye toward diversity. The law firms I have worked with have done a great job doing that, and I have not had to put pressure on outside counsel, nor have I had to have a discussion with them about presenting more diverse teams, because our outside counsel are presenting us with teams that are diverse in many ways, including diversity of experience.

As a final question, is there any advice you would give to someone looking to make the move from private practice to an in-house role?

Yes, if you are at a law firm, I would say spend as much time as you can with your clients. Go to their headquarters. Offer to be seconded to their company for a few months. Try to get into the meetings with business units when they meet with the legal department. Just spend as much time as you can learning how things work in-house because this will give you the best sense of what it’s like to be a lawyer there versus at a law firm.