James Zappa, General Counsel, CHS

Leading the legal function for Fortune 100 agricultural cooperative, CHS, James Zappa shares his journey from specialist to generalist following a mid-career move in-house.

I spent the first 10-12 years of my career working as a labor and employment specialist. Then, I spent about five years in private practice, before I finally moved in-house. I had found out pretty early on that I valued the long-term relationships and the business engagement that comes from working inside a company, so when the opportunity came up to work in-house at 3M Company, I took it. At 3M, I spent a number of years as a labor and employment lawyer, but then was asked in 2008 to take a general counsel role for the company’s consumer segment. After that, I spent seven years working in business roles and had terrific opportunities to move into international legal leadership roles as well as become the company’s chief compliance officer.

On assuming the general counsel role at CHS in 2015, the biggest learning curve was the responsibilities relating to governance and the board of directors. I had board committee assignments in prior roles, but being the board’s lawyer where you have to advise on their responsibilities and fiduciary duties to the company, represents a very different challenge. I had to learn how to walk the line of: yes, I’m part of the management team, but I also have very clear and important responsibilities as the counsel for the company. How to navigate those dual roles was a big part of that overall governance-related learning curve.

Our board is comprised of 17 people. You’re building relationships that are not just task-based, only requiring attention as and when an issue comes along; you’re there all the time. I’m responsible for educating and counseling them, and I’m aware that board members must learn quickly – it’s not like there’s an orientation period in which one can get up to speed. This in itself is a big challenge.

One time stands out as being particularly challenging for me in this role. CHS is a cooperative, governed and owned by more than 600,000 farmers and ranchers across the US. We were going through a process to amend the membership provisions of our cooperative, and I was on the front line of the communication strategies relating to the change because they were governance-related changes. I was actually communicating with the members, and a lot of them were quite vocal in their views about how things should be. Our owner members are passionate about CHS and they are willing to share their views, which is terrific. At the same time, figuring out how to be an effective communicator with an audience of owners was very different to my prior experience and, frankly, I learned and got better over time by having communications that didn’t go so well.

I also lead on compliance and government affairs. In that latter space, the big challenge is that government affairs and lobbying activities are a very different sort of world than most corporate lawyers are dealing with. There’s a system of how things work and the rules that operate in that system are all very different than the rules of the courts, where lawyers are traditionally trained, or rules of transactions, where lawyers spend a lot of their time. I’ve had to spend time as a student of my government affairs team, having them explain to me why their strategy on a given issue is the way that it is, how things work and how the role is done in a way that drives the company’s reputation forward.

Project and process management is going to be more and more important for in-house counsel.

The compliance area is much more comfortable for me, because I was the chief compliance officer in a prior role. I believe it’s a wonderful training ground for general counsel, because compliance is very, very important, but also because it is based on process and systems. General counsel need to get more familiar with how processes are built and operated, and the role of systems in managing risk.

Project and process management is going to be more and more important for in-house counsel. I am asked on a regular basis to take responsibility for a project or for an initiative – and that’s not just negotiating a contract or a transaction. It involves a number of other skills around establishing how are we going to move from the objective to the goal, the steps of the process, what process tools should we be using, how do we want to communicate change management issues to people – and, again, that’s a skillset that needs to be built.

With hindsight, the advice I would give to myself is to be more proactive at building relationships with the level of leaders below my c-suite peers. I spent a tremendous amount of time with my direct colleagues and the board of directors, but I should have done more to get to know the business unit leaders. They are the people who are most important to the operating rhythm of the company and to our risk management practices. Most employees in the company will look to their business unit leaders for guidance relating to culture, appropriate behavior and day-to-day leadership, and had I accelerated my learning and meeting with those people, I think I would have known more about the company earlier.

As general counsel, we’re going to have to get even more involved in understanding the business – and not just where the business is, but the strategies of the business and where the business is going. We’re going to have to be more familiar with the markets, the customers, the competitors and the products of our company than we ever have been in order to be effective at being proactive in our advice, and to be strategic in the issues the company is facing.

I think that globalization is going to have an impact on the role of the general counsel.

You need to be very open to any opportunity that comes your way that doesn’t fit in the narrow model of business lawyer for a company or law firm lawyer. If there’s an opportunity to take on a project, or to be part of a project team that is completely unrelated to what you do day to day – my advice is to take that opportunity. If there’s an opportunity to go to a new area of law, even if it’s for a limited time, take it, because you’ll have to stretch your skillset and your way of thinking and you’ll have to learn new ways of working, not only with other people, but just working in new areas. I’ve never taken an assignment where at the end of it I said, ‘Boy, I wish I hadn’t done that.’ It’s always been, ‘I’m so thankful someone gave me the opportunity to do something different.’

Looking to the future, I think that globalization is going to have an impact on the role of the general counsel. We have not seen the final stages of globalization yet. Because of this, I think there is going to be an increase not only in the risk profile that companies take on, but in the complexity of managing risk within the business. That’s something that I think relates very directly to the general counsel’s role.

As well as that, I think that people who want to be general counsel need to get more global in their perspective. I don’t mean necessarily living outside your home country, but I think having that global perspective and being able to understand and value the differences in cultures, and being able to be inclusive in how you work with people, whether they are next to you or whether they’re 5,000 miles away – that’s a skillset; it’s not just your nature.

As the workforce keeps changing – its composition, generations, geographies, working in one building versus working remotely – we have to be better at building relationships. I don’t mean being good communicators, like being able to give a good speech or a good talk, I mean the fundamentals of building relationships with people who might be very different from me in age, or in how they approach their work. At the same time, these relationships are going to be harder to build, because it won’t just be someone next to me or down the hall anymore – they are going to be far away geographically and culturally.