1. Tell us a bit about yourself and how you came to be in (or a customer of) the legal business?
I’d long dreamt of being a lawyer but I really had no idea how or where I would practice until I summered with Skadden Arps Slate Meagher & Flom in Sydney following my second year of law school and I did a little research on the Australian life sciences sector.
It’s broad statement but Australia just has incredible science, scientists and scientific institutions. The market there is relatively small, however, so most of the companies I encountered wanted at some point to launch in the US. Naïve as I was at the time, this struck me as an opportunity – with a few years under my belt (and, let’s face it, serious help from mentors with far more experience) I could provide those Australian companies with informed, familiar and less exorbitant legal services.
Wind the clock forward – I graduated, passed the bar, worked at a couple of firms and finally managed to open my own practice specifically to counsel Australian life science companies with commercial interests or ambitions in the US. A few years in and with a burgeoning interest in science and healthcare generally, I met Cogstate’s CEO, he offered me an opportunity to go in-house and experience things from a business perspective and I’ve been here ever since.
2. What do you do for a living right now?
I’m General Counsel, Corporate Secretary and Chief Privacy Officer at Cogstate, a company focused on, and committed to, brain health. At the risk of over simplifying, we develop neuropsychological tests and other tools for measuring cognition in both clinical trials (drug development) and healthcare settings.
Our headquarters are in Melbourne, Australia but we have offices in a number of other cities and we operate globally. I live in the US and work from our offices in New York and New Haven but I grew up in Sydney, so this job means I get to cross the Pacific divide – professionally, personally and perhaps even culturally as well.
3. What has been your greatest triumph and your greatest success in the legal services field and what did you learn from each?
I guess to my mind it was a triumph/success (I’ll conflate the two) to discover that the law is a business. It is its own kind of business, of course, with particular political, societal and commercial importance but, in most cases, you’re offering and charging for services; that’s a business.
Naturally, I’m inclined to view my own experiences and perspectives favorably but I think appreciating or accepting this fact or idea has served me particularly well as in-house counsel. It means that no matter how complex a matter in terms of the legal issues that are being tested, how far apart the parties to a contract negotiation or say how difficult certain regulations in terms of formal compliance, I’m focused always on the outcome most advantageous to Cogstate, my client. And the outcome most advantageous is rarely – very rarely – to spend time fighting rather than collaborating and finding solutions that permit the company to move forward with its plans.
4. Do you think the legal industry is headed in the right direction, the wrong direction, or which direction?
Given the forces at play, I’m not sure it’s really a question of right or wrong. The legal industry – and I’m thinking here of law firms and their lawyers as well as corporations and their legal departments – are changing the way they operate because of technological and business innovation and of course because the economics make sense.
New providers of legal and law-related services seem to be innovating and appearing faster than you can refresh your LinkedIn page. As a purchaser of those services – as someone answerable to the CEO and board with regard to budget – I can’t continue doing business as usual unless I’ve done some level of due diligence and can make a decent argument in favor of tradition.
As a lawyer who works with lawyers (internal and external) I do appreciate the depth of thought that experienced counsel bring to their work. That’s not always an easy case to make, however, when your colleagues are accustomed to looking for more efficient technological or operational solutions to business problems and there is such a range of products and services available to choose from.
5. Who – or what – inspires you – and why?
I’m inspired, I think, by someone (anyone) who with good intentions does something well. I’m impressed and inspired by the pure technicality and depth of knowledge required but, much more than that, I’m inspired by the commitment required to get there.
There are so many interesting and worthwhile things that you could spend your life doing that in a way it’s remarkable we ever decide, let alone commit to it. Short of some sort of divine inspiration, perhaps the pressure of time forces our hands. Either way, I agree with New York Times columnist David Brookes who said in a recent commencement address that life’s deepest satisfactions seem reserved for those able to commit themselves to their careers, their relationships and a manner or environment in which to serve.
I love what I do and I think it’s worth doing. To my mind, I committed. As a parent of teenagers in the throes of working out what they will study at college and how they will spend their time and energy in the future, I’ve spent some time of my own recently wondering how they will make their decisions and what pleasure they will derive for having made them.
6. What advice would you give the the younger generation contemplating law as a career?
Unless you are someone who is completing turned on by process, by the technical side of things, perhaps even by word-play (and that’s not a critique, they exist, I know of plenty who enjoy their careers purely on those grounds) I would tell people contemplating a career in law to really think about what turns them on.
If you have some sense as to the processes involved in the practice of law and think you would enjoy mastering them, then great. If, however, you’re interested in the law because you think that as a result of your education and training you will gain access to interesting enterprises, people or subject matter (other than law firms, lawyers or the law) you could be right – but then, well, which enterprises, who are those people, what is that subject matter? Ask yourself those questions.
I was the latter. And I asked myself those questions during that summer with Skadden Arps and the Australian life science companies when I became aware that there is a universe of amazing people working passionately to find ways to help people who are suffering – by discovering drugs, developing diagnostics, designing devices, etc.
But that’s just me and like everyone else I have my biases. Think about yours and think about a career in-house. Law firm training is invaluable but inside is where the rubber hits the road. In here you can’t provide your analyses and then sit back and wait for direction: “If you do this, this could happen; if you do that, that could happen.” Come live on the edge! Say that to your colleagues in-house and then think quickly when their eyes glaze over and they say: “Yep, I get it. So, what should I do?”
I would also suggest that when you graduate you look for an environment in which you think you can thrive. Find a place with passionate and motivated people who carry out their work with integrity. That last part couldn’t be more important – particularly for in-house counsel. At Cogstate, I report to a CEO and a board of directors absolutely committed to complying with law and regulation, to behaving ethically. The environment doesn’t affect my obligations, but knowing it means I can sleep at night.
7. How ready for change do you think the legal industry is?
Certainly, expectation is high on the buyer’s side. I recently attended a terrific two-day GC Summit in Paris that was organized by the Association of Corporate Counsel and there were few presentations that didn’t touch on the subject of industry change – some speakers even referred to it as transformation.
For the foreseeable future, it will probably be business as usual at the larger firms but there is no question that some of the smaller and midsized firms see the writing on the wall. By way of example and to speak just in terms of the process of identifying and retaining counsel, we’re vetting a company at the moment that has developed a platform across which companies like ours seek counsel and across which firms with appropriate expertise bid. I’ve seen comparable more mechanical models – this one is interesting for the algorithm(s) they seem to have developed for soliciting bids from appropriate firms.
8. Is more – or different – leadership required? In what ways?
The current in-house environment requires a more business-oriented mindset, there’s no question about it.
If social media is anything to go by, I’m probably not saying anything that isn’t being spoken about in every legal department in the country but, to put it particularly bluntly: in-house counsel are now business partners.
Certainly, there is a tension between the GC’s role as trusted and (to the extent possible) objective legal advisor and her role as business partner. It’s real and it means there are times when she will need the courage to draw a line in the sand and tell the CEO (or whomever she reports to) that the company cannot do what it wants to do. But in my view – and frankly you need only look at job listings to know this is generally true – companies now expect their in-house counsel to understand the business beyond those relationships and dynamics necessary to provide counsel in the manner traditionally provided by firms.
I’ve answered this just from the perspective of the corporation, but it’s an interesting change. In-house counsel need a business mindset and frankly a certain amount of technical know-how as well. I’m not going to be asked to program anything soon (thank goodness!) but given the amount of software we in-license, the fact that our tools need to work with those of our customers and partners and the regulatory environment with regard to data privacy and security, there is simply no way to appreciate risk or to provide counsel without some level of technical savvy.
9. How deep do you think will be the inroads of technology in the industry?
If the last few years are any indication, I think they’ll be deep. Like many smaller companies, we typically identify lawyers and law firms based on simple referral or, in many cases, the narrow industry knowledge of the lawyers who work here (firms we know and trust because we’ve used them before). The pressure to control costs could I think change all of this.
From the corporate perspective, the appearance of platforms like the one I mention above should mean sounder vetting and more cost-based decision-making. If that is how things develop, I think firms will have a harder time retaining clients.
Add to that environment AI and other forms of machine learning and the end or a serious curtailment of traditional discovery and other labor-intensive services and in my view firms and the corporations they serve are facing real change.
10. In ten years, do you see an industry much as it is, or do you see new players, new technology and an altered state?
I must admit that I don’t have a great sense as to the timeline here (particularly given that the rate of technological innovation seems to be accelerating) but as I suggest above, I think we’re facing significant change.
One thing I’m particularly interested in based on interactions with a number of service providers is what effect this will have on attorneys as individual professionals. One of the options long open to attorneys with substantial careers and books of business has been to go solo/become independent – leave the law firm life behind and continue to serve your clients without the overhead and pressure to feed the machine. If corporate legal departments face pressure to control costs and to better vet service providers, will they abandon their longstanding counsel and take whomever the almighty algorithms spit up? Naturally, solos without substantial overhead typically drop their prices, of course, but will all of this put so much downward pressure on legal fees that solo practice is no longer as viable or attractive as it is now?
11. Are consultants and lawyers looking increasingly similar? Should the distinction continue?
We contract a lot with big pharma companies, and their standard model – using non-lawyers for procurement or outsourcing – is reasonably attractive (if I’m focusing predominantly on cost). As always, finding the right individual is key – but I am thinking it through as simultaneously and generally I explore the idea of legal operations/project management. That seems to have a lot of cache these days and I think it makes a lot of sense but I’ve yet to really consider plusses, minuses and need in any depth.
12. What are your thoughts on the increasing availability of data to guide client-side procurement of legal services?
As suggested above, if the technology exists (and it’s good) and if I have to justify spend to CEO and board, I would almost feel obligated to use it as a form or a part of due diligence. Whether I continued to use other than to benchmark would be based on experience.
13. Lawyers have typically regulated to keep non-lawyer investors out, but that’s a two-edged sword these days. What are your thoughts?
It’s a great question – and it’s timely. I’m not unsympathetic to the argument that regulation is necessary to protect lawyers’ professional independence, and by extension their clients, but this is not an issue that is front of mind given my current roles.
14. What is the one most significant factor that will drive change in your view?
To my mind, it is the pressure from corporates to control cost – to do more with less, as many people seem to frame it these days.
As corporations make their in-house legal departments more financially accountable (view them as less mysterious and treat them as they treat other departments) in-house lawyers will put pressure on the firms they retain and they will look for alternatives for non-legal work that historically nevertheless has been performed by lawyers and law firms. This will mean law firms exploring alternative pricing models and the rise of legal service providers (many of which will find greater and greater efficiency and therefore margins through use of technology).
At the ACC conference I mentioned above, a panelist noted that there are law firms that have acquired software companies (or perhaps it was rights to the software) to avoid being left behind in what I gather they perceive is a rush for efficiency and cost savings. I have to admit, I haven’t sought to verify what I heard but if accurate, it seems a stunning development.
15. Are we seeing the demise of the “profession” and the real emergence of the “business” of law?
I think that’s probably a little strong or perhaps premature, at least with regard to the larger firms.
Certainly corporations are starting to expect in-house counsel to operate more like other business units – I think that movement is undeniable and I think it’s signficant in terms of driving industry change.
Certainly legal departments have grown as in-house counsel have been made to look seriously at their bottom lines and have found commercial advantage in hiring expertise rather than retaining it. Let’s face it, the legal departments of some major corporations are almost indistinguishable from independent law firms given the quality of legal talent they can now attract and the breadth of subject matter expertise.
Certainly those legal departments are passing those cost pressures onto the firms with which they work. This has meant business innovation on the part of the firms and it has meant the rise of alternative legal services providers.
So, the business of law is changing but we’re starting to see firms adapt in response and I’m just not willing to say that the ivory tower is collapsing yet. The value of trust between lawyer and client is to my mind underrated. Yes, I’ll look to negotiate different fee structures and yes, I’ll explore new technologies and services but like I think most regular purchasers of sophisticated legal services, I doubt I’ll easily abandon good counsel in favor of the unknown before its time.
16. What do you see as the greatest opportunity for the sector looking forward?
I think the greatest opportunity is not so much going forward, rather it’s here and now. It’s precisely what we’re doing in this interview. It’s taking advantage of this moment of change to explore how business law is carried out – to consider the parties and their relative interests along with the various dynamics.
Ultimately, economic forces and technological innovation will move the industry in particular directions and there’s may be little we can do to affect it at a macro level. I think there is probably value in the examination to those of us who practice, however, if as a result we identify need and that knowledge informs the requests we make of our services providers.
17. Do you think law can improve its track record on diversity and inclusion? How?
No question. It must.
Call me beligerent but to my mind diversity should simply be a goal of every practice and legal department. Period.
Diversity works. Background can affect the way in which we view the world and the issues we deal with – more importantly, for present purposes, background can affect the way in which we approach work.
In our team, we bounce legal issues (big and small) around not because we’re incapable of resolving them alone but because there is real value in having one’s thinking challenged. The deeper, richer and in my experience the more diverse the group, the better the discussion and the more rigorous the analysis.
And then of course there’s culture. Who the hell wants to spend half of every day working with people exactly like you?
18. Will the current regulatory framework around law help or hinder it in the future?
I’m sorry, I don’t have a great response to this question. I’m genuinely unsure.
19. Who do you think are the greatest influencers on the industry these days?
Former GE General Counsel, Ben Heineman, seems to be having his day in the sun. His book The Inside Counsel Revolution: Resolving the Partner-Guardian Tension really is an impressive work. Justifiedly, in my view, he is being credited for casting a fresh eye over the industry and its inherent professional and ethical difficulties.
Pearson General Counsel, Bjarne Tellman, recently published a very good book as well. It’s more a practical guide but to my mind it delivers on its title: Building an Outstanding Legal Team: Battle Tested Strategies from a General Counsel.
In terms of industry organizations, I think the Association of Corporate Counsel does an outstanding job. As I mentioned earlier, I attended their GC Summit in Paris ealier this year where I met both of these authors and sat through some really terrific presentations which, in many cases, touched meaningfully on the issues we’ve just discussed: changes in the industry.
20. If you had to do it all over again, would you? Or what would you do differently?
I would do all again. I’d make every mistake I made the first time around – every one of them was a lesson.
21. If a law firm was a startup pitching for investors, would you be an investor?
Rules of professional conduct notwithstanding, I guess I would consider it if the lawyers were extremely good AND uncommonly business-minded.
1. If you weren’t doing this, what would you be doing?
I’d be a doctor – somewhere impoverished (maybe, I think).
2. What would you like to be known for?
I suppose I would like my children to know that I looked beyond my own little world – that I worked hard and with integrity and with a view to making some small difference. Integrity, in my view, is everything – you have be proud not only of what you’ve done but how you’ve done it.
3. What would surpise everyone if they knew (they may now).
That I lived in Iran immediately prior to the 1979 revolution.
4. What’s your favorite hobby or activity outside of law?
Reading – swimming, biking and reading.
5. What’s your favorite sports team?
Tom Watson. I know, not a team – he was just a childhood idol.
6. What’s your favorite city?
Paris or Rome, can’t decide. Let’s say this, if there is a flight leaving to one of them this evening, I’ll happily get on it without knowing which.
7. What’s your favorite food?
Bagels with cream cheese and lox; I’m a New Yorker.
8. What’s your nickname – and why?
I don’t really have one. Everyone calls me Rog, that’s about as close as I get.
About Roger O’Sullivan
General Counsel, Corporate Secretary and Chief Privacy Officer
Mr. O’Sullivan has extensive experience as legal counsel for the healthcare and life sciences industries, bringing broad, frontline experience establishing strategic alliances and structuring and negotiating complex commercial/corporate transactions.
As Cogstate’s General Counsel, Corporate Secretary (Cogstate Inc.) and Chief Privacy Officer, Mr. O’Sullivan serves as key legal advisor on all major business transactions. He also oversees regulatory compliance and the development and protection of the company’s intellectual property portfolio.
Prior to joining Cogstate, Mr. O’Sullivan was founder and managing member of a New York life sciences boutique where he counseled small to mid-size biopharmaceutical companies regarding formation and strategic development.