International Law Society – The University of Arizona
Matthew Dorny is the General Counsel at Nu Skin Enterprises, an American direct selling and multilevel marketing company which develops and sells personal care products and dietary supplements all over the world.
Mr. Dorny, can you tell me a little about what you do at Nu Skin?
As the general counsel for Nu Skin, I manage the legal affairs of the Company. I would probably categorize by responsibilities into three buckets. First, is managing the group of in-house attorneys who have responsibilities for legal matters in the various business and geographic units. This responsibility includes consulting with them on critical legal issues impacting their areas of responsibility, making sure they have sufficient resources to fulfill their responsibilities, and oversight and evaluation of their performance.
The second area would be serving as a legal advisor to executive management and the Board of Directors. This includes providing legal advice to executive management on corporate level matters, managing corporate governance matters, and coordinating with the Chief Compliance Officer on compliance matters.
And then the third area is probably moving more towards the more strategic business area – participating with business functions, strategic analysis from a corporate compliance perspective.
When you graduated law school, did you have any idea that you were going to become the general counsel for a large international company?
I didn’t know if it would be with a large company or not, but I did have an interest in going in-house at some point. I graduated both with a juris doctorate and an MBA degree. So in order to use the MBA degree, I have always been drawn to the in-house management type position.
What was your path to where you are now?
You know, when I came out of law school I worked for a couple firms in private practice. One was a smaller boutique M&A-securities firm. The other was a larger local firm here in Utah. For that firm, I primarily did general corporate work – securities and M&A, partnerships, and financing. I worked in private practice for about 8 years before coming in-house
I had always kept feelers out in the community to what was going on, but the general counsel of Nu Skin at the time was an attorney I had worked with at the first law firm.. They were looking for someone to come in and help with their securities, corporate work and M&A work. So I joined Nu Skin at the staff position as Assistant General Counsel with responsibility over general corporate matters, primarily over securities and corporate level transactional work s as well as corporate governance issues.
What advice do you have for law students interested in pursuing in-house counsel positions?
Let me answer that by giving you some of the differences I noted between working in house as compared to working at a law firm. At a law firm, you have the opportunity to work on a lot of different transactions on a regular basis. So that was a great training experience and it was also fun. We’d work for numerous clients and businesses across different industries. It was really a great experience to learn the trade and become familiar with different industries and different legal issues. It was good training because every day was something new. And every client was a new experience.
Coming in house, Nu Skin was more a small-cap company when I joined. The legal department was probably just 8 lawyers at the time, so it was not a large legal department. What I noticed here is that the number of more interesting transactions was much smaller. Where we might do 1 or 2 major transactions a year, you had to fill your time with other types legal work compared to what I had been doing in private practice.
I felt the in-house position was giving me a different experience—you’re helping a lot more with the day-to-day strategic aspects of the business. You don’t get that in private practice. In private practice the client will call you up for a specific transaction. In the in-house setting, you’re much more integrated in the business. You’re much more at the root of certain parts of the business like strategic business developments and helping the company get things right from the beginning.
The reason I give that background is to give some context to the advice I give other attorneys who are interested in in-house positions. I always recommend one of two things. One, go in house in a large corporation that has a lot of transactional work, or two, start out in private practice for a law firm. I think it is important to do this to get a sufficient level of training and experience. I’ve seen attorneys go into smaller corporate settings and have a hard time to getting a high number of transaction and legal situations across different fact patterns to really develop the necessary legal skills to effectively provide legal advice and exercise legal judgment. When you’re working with multiple companies across different sectors, you get a lot of different experiences and fact situations that you broaden your legal horizon.
So my personal opinion is that its better to be in the private practice for three to five years before looking to go in-house in order to really develop the skills you’ll need. Or, you should work for a very large corporation where you really have the ability to be mentored. That’s been my experience.
What are skills you look for when you hire?
I look for good communication skills. I look for individuals that have good writing skills. I always ask for writing samples when we are looking to bring in a new attorney. I look for someone who is a self-starter and eager to take on new responsibilities. Someone who can take complex facts and figure out different options for tackling a problem. Most of my experience in hiring comes from hiring attorneys looking to move from private practice to an in-house position. Here at Nu Skin I generally do not hire someone directly out of law school because I don’t think we can provide them with the type of training that they need. I’m generally looking for someone with a bit more experience. But for people coming out of law school, it’s important to do well in school and show a desire to look at things different ways. You know, there’s not always one right answer and its important to be able to step back and look at things from a different perspective. That open-mindedness is very important in attacking difficult legal issues.
Quite of bit of students nowadays say they want to go in-house because, according to them, the hours and work are preferable to what the private practice offers. Can you confirm or debunk those assumptions?
(Laugh). I can give my perspective on that. I believe, like I said before, that the experience in a private law firm that is hard to replicate in an in-house position—especially because a lot of in-house positions are with small companies who only have one practitioner. If you’re working in house your scope of practice is very limited and, for a young lawyer, that can really cut off a lot of opportunities.
As far as the benefits of in house over the private practice, there certainly are some. I will say, I do not miss the billable hours in the law firm setting. You know, you’re basically a revenue producing mechanism where you have to worry about the amount of hours, the collectivity of your hours, and whether you’re spending too much time on one issues, and that can be difficult. The down side is like I said before: when you go in house you’re working for one client. At a law firm you’re working for numerous clients so when one client is pulling back because of difficult business times, you have other clients that can pick up the slack. If you’re working in house and your sole client is having business problems, you can find yourself looking for a new job.
As far as working less hours, I have not found that to be the case. I will say that in my first four or five years here at Nu Skin I worked the same if not more hours than I did in the private practice. What I did find to be different is that I was able to control my hours much more than in a law firm setting. In a law firm, I found that lawyers have a hard time telling clients “no” because they are always worried about where their next billable hours would be coming. So it was not unusual to get a call on a Friday afternoon from a client, and you had to deal with it right then and there. You couldn’t call another law firm to help on it. In the in-house setting I feel like I have a little bit more control. Because I’m integrated with the business I generally know when the big transactions are going to arise. I am not surprised. In private practice you may not know your client is contemplating a transaction until they give you a call on a Friday afternoon and say, “Hey, we just signed a term sheet and we really need to get it done by the end of the year. By the way, we only have two weeks. Merry Christmas we hope you can spend the next two weeks straight getting this done” Whereas in house, you know what is coming up and it makes it easier to adjust your schedule and plan around it. Also, if something heats up I can always call one of our outside law firms to assist and have them spend the weekend working on a project when I cannot.
The other biggest benefit from being in house, which I like, is that you can become much more integrated with the business. You’re providing legal services, but you’re there from the beginning. You’re there for the strategic planning process, and, if you have something you feel you can add, you can give your input into what will improve the business. You’re there helping build it from the ground up. I really enjoy that. Also, because you’re not billing hours, you don’t have to worry about spending more time on an issue. It will never be an issue if the client can afford what you’re doing, you can simply prioritize and move forward.
You’ve come from the private sector to in-house. Have you thought about coming from in-house into strictly the business side of things?
Have I given it thought? Yes, I have. But I enjoy what I’m doing so it’s not a constant thought. When I came in-house 15 years ago it was definitely one of the thoughts I had. In fact, one of the reasons I got my MBA was to potentially move into management. And there definitely is a benefit to doing that. As you come in-house, you become so integrated into the business and lawyers generally have good analytical and communication skills, so it can be a very natural evolution. And here at Nu Skin, our current CEO transitioned from the General Counsel position to the CEO position. We’ve had other attorneys also shift into business management roles over regional or other business functions.
Those are all the questions I have for you. Thanks so much for your time.