Michael Stein, General Counsel, Live Ventures

An early desire to move in-house proved the catalyst for Michael Stein to enjoy a diverse career portfolio. Now with Live Ventures, he discusses what drew him in-house the first time – and subsequently – the second.

I graduated law school during the dotcom boom and quickly determined that I wanted to be part of that excitement. But by the time I got to Silicon Valley, it was 2001 and the bubble was crashing. I landed on my feet in 2005 at DLA Piper, where I spent almost half of my career, culminating in a partnership in the corporate group. While at DLA, my practice focused primarily on representing public companies in SEC reporting and corporate governance matters, and M&A and capital markets transactions.

Early on, I had a sense of wanting to go in-house: I viewed an in-house role as being more than a transactional lawyer; you delved deeper into the business and the position required you to become more practical and solutions-oriented, more of a decision-maker, in my mind. I secured my first in-house position at Caesars Entertainment, which was the perfect transition for me. Caesars’ global legal department was comprised of many lawyers from large law firms and had a general counsel with a strong presence and sense of team and practicality. While at Caesars, I practiced primarily in areas in which I was most comfortable, including SEC reporting, corporate governance, and capital markets (equity and debt) and M&A transactions. I worked closely with the finance and treasury departments, advising them on legal issues relating to Caesars’ more than $20bn of debt, and advised Caesars Interactive Entertainment on various corporate matters and acquisitions. At the same time, I was able to learn how in-house practice differs from that of a law firm.

Next, I was presented with the opportunity to become deputy general counsel at Everi Holdings. Going from a large company to a smaller one presented new learning experiences for me. I became much more intimately involved with the board and senior management and had to deal with a much broader set of legal and business issues. I was also directly responsible for managing more people, including lawyers and non-lawyers. In addition to advising the board and senior management directly on issues with which I was intimately familiar, such as SEC reporting, corporate governance, and debt-related legal issues, I also played a large role in managing litigation and advising the company on issues relating to human resources, intellectual property, and customer and vendor contracts. My role at Everi also allowed me to work with senior management to implement and improve various business processes throughout the company.

In early 2016, just as I was getting married, I received a call from DLA, offering me the opportunity to return to the Washington DC area as a partner in their corporate practice. I accepted the partnership and the chance to return to my home state of Maryland. While my return to DLA presented me with a plethora of challenging and complex legal issues in a short period of time (including representing a private-equity backed company in a $400m raise, immediately followed by a $500m IPO and a $3bn refinancing of the company’s debt), my law firm experience was exactly as I recalled. With my first baby on the way, maintaining the ever-elusive work-life balance was even more difficult. On top of that, I yearned to re-embrace the different challenges provided by an in-house role. The opportunity at Live Ventures allowed my family to return to Las Vegas and was exactly what I was seeking – a general counsel role with a small-but-growing public company.

Soft skills play a much larger role in-house than they do as outside counsel.

Live Ventures is a public holding company that operates multiple businesses in different industries, including two retailers (Vintage Stock and ApplianceSmart) and a carpet manufacturer (Marquis Industries). Understanding a company’s business is crucial to any in-house role, and Live has three of them. Our subsidiaries operate independently and often with wide latitude, so the biggest challenge is integrating myself with senior management, both here at corporate and with our operating companies. I need to ensure that the business people know that I’m here to help and advise in any way I can, including navigating the challenges of being part of a growing public company.

For those considering going in-house, I suggest that you round out your legal skillset. At a firm like DLA, you’re focused on mergers and acquisitions or capital markets transactions, for example, and if you have an issue regarding a commercial lease, you reach out to a real estate colleague. At Live, I’ve worked on more commercial real estate leases in the past few months than I had in my entire career. So if you’re at a large law firm, it’s really about trying to find that odd project, embrace it, and try and use it to your advantage to learn something new. I know it’s challenging with the way larger firms are structured, but I think that broader skillsets translate better for in-house positions.

The other challenge, particularly for the general counsel role, is learning how to manage people – both up and down the organization chart. It’s not something they teach you in law school or at a law firm, but soft skills play a much larger role in-house than they do as outside counsel. Oftentimes, for me, applying appropriate soft skills presents the most challenging part of the role. You can’t talk to HR the same way you talk to opposing counsel, or the same way you talk to your own outside counsel, or the same way you speak to your CEO and CFO.

Also, ivory-tower-thinking doesn’t have a role in-house. It’s almost as if you’re apologizing to a business person, and saying, ‘Look, I’m sorry we’re talking about this in this manner but unfortunately we are talking about a theoretical legal issue here, and this is something that may come up down the road depending on what direction the company takes.’

In-house practice is very different from firm practice – you must be practical and find solutions.

Law school teaches you how to analyze issues, research, and write memos, but there’s very little practical training. Law firms provide some of that practical training – teaching you how to draft documents and negotiate, for example. In-house practice is very different from firm practice – you must be practical and find solutions; you are an adviser of risk and counselor to the business team. A lot of outside counsel claim they are practical and business-oriented, but the reality is the business team does not want to be negotiating every word and obscure provision where there is little risk. Finally, you must be able to communicate in a crisp and precise manner, using language the business team understands. Long emails and memos are not going to make you a successful in-house lawyer.

At Live Ventures, we don’t have a panel. Selection of outside counsel is relationship-driven: relationships developed by senior management, the board and myself. I learned a long time ago that you hire the lawyer, not the firm. A firm may have a great reputation, but if the lawyer’s not practical and helpful and is unable to communicate in a concise manner, then the firm’s reputation doesn’t matter. It always amazes me that lawyers think they are building relationships by billing their clients .1, .1, .1 every time they touch a matter. I see those bills and cringe, because that tells me that the outside counsel does not view us as a collaborative partner – we are simply a revenue source. Alternative fee arrangements are something we now look at on every new project – and we expect our legal counsel to do the same.

I believe companies that can continue to bring work in-house will do so (although some companies have taken steps in the opposite direction). I think the larger, elite law firms are appropriate for larger, more complex companies, and bet-the-company transactions regardless of a company’s size. But those of us working in smaller, budget-conscious companies who come from a sophisticated outside counsel practice can leverage our own expertise in-house and our own relationships. Elite firms serve a purpose, but I think there are plenty of lawyers who have previously practiced at those firms, yet bring the same capabilities and quality advice at a much better rate; these are the lawyers we seek out.