Reebok Rules (A valuable lesson from 1992)

Jan 26, 2022 Update: I was thinking of a legal/business challenge this morning and I thought of Mike and pondering should I email/trouble him to ask for his insights? No idea why I didn’t do this before but I was thinking of telling Mike that, thanks to his great legal blogging & sharing, I consider him a mentor for his legal and other insights in his “The Legal Thing – Notes from a General Counsel” blog (note my August 2006 comment thanking Mike). Since I haven’t seen Mike blogged or tweeted for a while so I reluctantly Googled Mike’s name and the word “obituary”. To my great sadness, I read Mike has passed away on Dec 2nd, 2020.  Heartbreaking news. My eyes are wet as I’ve been crying a bit.

In honour and loving memory of Mike, I Googled and found the ACC direct link to “Reebok Rules” by John B. Douglas,III, General Counsel of Reebok International, to share here as all of the below links to Sun Microsystems have been broken by Oracle.

In 2008, I had the great pleasure and honour of an 30+ minutes long audio interview with Mike, you can have a listen here.

Mike, I wish I could have told you I considered you a mentor and your positive impact of how I see all things legal and your inspirational roles as General Counsel of Sun & Adobe. Mike, you are missed and you will live on in my heart and mind as one cool, insightful, and funny GC!

P.S. Mike’s insight lives on! Here is Mike’s “The Patent Arms Race” from 2008, saved by Wayback Machine!



Thanks to Sun Microsystems’ General Counsel Mike Dillon, I have a chance to read the insightful “Reebok Rules” by John B. Douglas,III (who was Vice President and General Counsel of Reebok International in 1992 when he wrote this). Even these rules were written for in-house counsels in mind, I think many of these rules are so insightful that they are a great read for entrepreneurs too. I have excerpted seven of them here,

3.Corporate Counsel are Business People * Hone and Use Your Business Judgment
Too often I hear corporate counsel suggest that lawyers should carefully limit their input to legal analysis only. This was the philosophy employed by the General Counsel of a large legal department where I previously worked. I think this is a big mistake. Some of the most valuable contributions that I have made at Reebok (and that members of my department have made) have been a result of our collective business judgment and input. As lawyers, we get an opportunity to approach a problem without line responsibility for it. As a result, we are sometimes able to contribute insights that are very meaningful in resolving a business issue. Operate with a broad field of vision. Don’t limit yourself. (However, the corollary of this rule is to make sure you still give good legal advice : if you don’t do so, no one will. )

5. Learn About Problems Early
Nothing beats learning about legal problems early. This is one of the key benefits of attending important staff meetings. It is also a reason why lawyers should find other means of staying abreast of business developments, whether it is by informal contact with members of your business and working groups, talking to secretaries of key business people, or otherwise. It is much easier to convince a client to revise a proposal in its incipient phase than it is to curb it once it has begun to gather momentum or supporters who develop a personal investment in its success.

6. Get to Know Your Clients as People
I attend the major business trade shows in our industry and many of our sales meetings. I encourage my staff lawyers to do likewise. This not only enables you to know your clients by spending time with them in a business setting, it also allows a little bit of after hours mingling and enables you to become “one of the gang.” It is a mistake to think that you will be treated as a member of the team if you don’t act like one.

7. Learn the Business
Whatever the business is, make sure that you learn it thoroughly. Get on the list of trade journals for your industry. Attend sales meetings and trade shows. Bone up on the company’s literature or files. One of the values that an in-house counsel can bring to a company is a thorough understanding of both the business and legal principles applicable to the business.

8. Try Spending a Portion of Your Day Wandering the Halls
Have meetings in your clients’ offices. Arrange some time to simply run into people. I find that some of my most productive time at Reebok has come from hallway meetings that have been completely unplanned on my part or on the part of my clients.

13. Stay Focused on What is Really Important
I remember being in a meeting at a large, prestigious Boston law firm at which we were discussing a possible takeover. We were discussing our strategic plan for the transaction and other details when someone suggested that, “of course we would need to get a fairness opinion.” Paul asked about the nature of a fairness opinion and what it would cost. One of the senior partners at the firm said, “Well, fairness opinions generally run less than one percent of the deal, so it wouldn’t be that much… probably about $400,000.” Paul leaned forward: “Oooohhhhhh, Wait a minute – do you realize what you just said? Does your mother know you talk like this? You just spent $400,000 as if it was nothing.” This senior partner turned as bright a shade of red as I’ve ever seen. The lesson: stay focused on what’s important. Four hundred thousand dollars is a lot of money at any time.

23. Hire People Better Than You Are
Always hire people whose intelligence and capabilities scare you because they might be better than you are. Then allow them to succeed. This is the sign of a good manager and you will flourish as a result. Resist the temptation to hire people who will make you shine in a one-on-one comparison. A team made up of inferior people will drag you down. The high level of competence of my lawyers always makes me a little nervous, but my client benefits. In return, that’s a better reflection on me than I could ever engender on my own.

Thanks to the Association of Corporate Counsel (ACC), Mike was able to provide a copy here in PDF linked by Mike’s blog here.

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