Building an All-Star Team of Outside Counsel Law Firms with Bryon Koepke, General Counsel of Suburban Propane

Bryon is the Vice President, General Counsel and Secretary of Suburban Propane, a nationwide distributor of energy products that serves approximately 1.1 million residential, commercial, industrial and agricultural customers through more than 668 locations in 41 states.

Prior to joining the company in 2019, Bryon spent several years as Senior Vice President, Chief Securities Counsel for Avis Budget Group, Inc., which is the American parent company of Avis Car Rental, Budget Car Rental, Budget Truck Rental, and Zipcar, consisting of its global brands.

Earlier Bryon held several legal positions within Caterpillar Inc., an international manufacturer of construction equipment, most recently as Corporate Counsel – Securities.

Bryon started his legal career as a senior attorney for the U.S. Securities and Exchange Commission.

Based in New Jersey, Bryon is a member of the Board of Directors and President-Elect of Association of Corporate Counsel (ACC) New Jersey.

Bryon graduated from Vanderbilt University where he received a football scholarship and earned his law degree.

Jennifer Simpson Carr: We had the opportunity to meet many years ago through the ACC during your time at Avis and while I was working at Lowenstein Sandler. So, I’ve had the opportunity and the honor to follow you in your legal career, but just recently learned about your experience as a division one scholarship athlete. Given that our clients and listeners are largely in the legal and law firm space, I’m grateful that you’re here today to share how your experience as an athlete has prepared you for your work as general counsel. Thank you for joining me.

Bryon Koepke: Thank you. It’s a pleasure to be here. I appreciate you’re taking an interest.

What trends do you see on the horizon in legal departments due to the events in 2020, specifically the economic downturn, the pandemic, and the recent election?

That’s an interesting question. Given the downturn, I think there’s still a lot left to be seen in terms of where the future is going to ultimately land. Obviously, there’s a lot of uncertainty with the election and how that’s all going to play out eventually.

Financial Savings

Centered around the financial downturn, companies are now trying to deal with the pandemic. I have had conversations with colleagues who fill positions in legal departments, from general counsel to staff counsel, and all various levels. The common theme I’m hearing is they have been pushed to create savings and find ways of reducing costs.

Unfortunately, the legal in-house industry has seen a number of layoffs and it’s happened at various levels in the organization, starting at the very top. I’ve seen general counsels laid off simply because they are such a large cost outlier, all the way to administrators in the department. No one has been spared with the pandemic and the financial downturn, which likely will continue for the foreseeable future. It puts more emphasis and priority to in-house counsel to ensure they find ways to create value for their customers. But just as important as creating the value is making sure that they’re communicating and demonstrating that value to their clients so they fully understand the value in-house counsel brings to the table in the first place. It really is an opportunity to demonstrate to our clients and have those conversations about the ways that we’re finding and creating cost savings. What we did to develop new processes or tweak things to deliver savings was not only for the future but also today.

As they’re doing the math, many companies try to figure out how to keep their doors open and think about their staffing. You want to control that narrative through your actions and your deeds as to how valuable you are to their teams and keeping that value, yourself, and your department alive and relevant in discussions.

We’re seeing many legal department consolidations take opportunities to create savings for themselves through new technologies or designing new processes. While undergoing a convergence project, firms look at ways to control and have those discussions with their law firms.

They find new ways to elevate their game, considering the opportunities that are probably being presented to them in ways that perhaps they may not have been able to seize on in the past.

That’s one of the trends that we see now.

Labor and Employment Laws

From a legal perspective, we need to let the dust settle and let the election work its course. I do expect there will be changes in laws going forward. One of the areas I’m particularly interested in is how the administration change will impact our labor and employment, especially as we’re working through a pandemic — dealing with some very challenging issues about employees with the current labor laws. Companies are keeping their doors open in light of requests that they may be receiving from their employees. In the past, they may not have been willing to accommodate, but with pending or yet to be introduced changes in labor laws, this may not be so favorable to employers in the future. I’m very interested to see how that works out.

Governance

Also, I’m interested in terms of governance for entities where we’ve seen how legal departments are operating. In general, how are companies  operating as we went from an in-person to a virtual environment almost overnight. We’re all becoming  experts on that, and that transfers very well into the governance arena.

The one thing that I’m particularly interested in is the evolution of the annual meetings for companies. Very early on in my career, I left the government and I joined a Caterpillar company, which is a very process-driven, Six-Sigma driven company. At the time, one of the projects that I was working on was looking at annual meetings and how you can move those online. But this was in the early 2000s. There really weren’t many platforms that could support that type of environment. At the end of my analysis we decided we could create a platform. We would create one in-house because it really wasn’t one we could ensure would meet Delaware laws for our shareholders at the time.

Ultimately, we decided not to do it. Fast forward from the early 2000s to now, when everybody’s doing virtual meetings, not necessarily because they want to, but because they have to — it’s just a huge seaside shift. In the past it would’ve taken a year to plan one of these virtual meetings. Now they can get it done within a month or two — almost the snap of a finger. It’s amazing how quickly the industry has evolved because of necessity. I’m interested in seeing how it evolves because I’m planning my annual meeting for next year. I’m going to take it from an in-person environment to a virtual environment with the evolving pandemic.

Those are the hot topics on my mind right now.

Jennifer Simpson Carr: You mentioned something I want to talk more about, which is convergence programs. Indeed, we saw a significant movement towards convergence programs right after 2008. While I was in-house at a few different law firms during that time, we responded to many RFPs. For our listeners who may not be familiar, a convergence program or a consolidation program is the process by which companies consolidate the number of outside counsel law firms with which they work.

Have you had to lead any convergence programs in the past as general counsel for any of your organizations?

As deputy counsel, absolutely. In my previous life, when I worked for Avis Budget Group, I worked with the general counsel by the name of Michael Tucker. Michael and I led a convergence program for the company where we converged just under 700 law firms into a panel of seven firms. It was a great project, very rewarding. It was a lot of work. In the end, I would say it was absolutely worth the time and effort.

I won’t go into the specifics in terms of how much savings we created, but I will say  it was several million dollars. In the end, we created a great program for the company and for the panel firms on it. We produced an environment for the department to help create a platform and a base for us to carry forward. In terms of expectations of the use of technology, finding innovative ways we could revisit current processes and reassess if there’s a better way of doing something, we upped our game in terms of how we wanted to carry forward in the practice of in-house law.

Jennifer Simpson Carr: Those are incredible numbers, seven-hundred firms to seven is an extraordinary feat.

What was the state of Avis as a company at the time, and what factors led up to the decision to undergo a convergence program?

Background

I will start with the factors that led into it.

It was my joining the company that started the discussion. When I joined Caterpillar — a global manufacturer, Six Sigma company – it had about 85 attorneys.  When I left, we were more than 200. We had evolved as a department. One of the things that you benefit from with having so many attorneys in one department is you have myriad  different processes – well thought out, all created to achieve very specific end goals. It was very educational because I had an idea of how to do things better and in a different way than what  I thought was a well-vetted Six Sigma project. I was bringing that as my backdrop when I joined Avis.

When I first joined the company, Michael Tucker and I sat down to discuss the legal department and opportunities to create efficiencies. We had several conversations about law firms, discounts, staffing, and the use of technology.

We would have conversations; then, eventually, we would have conversations with the business. At the time, the company had no appetite to invest the money that it would take to achieve some of the projects, some of the goals that we wanted to attack as a department. That was in 2011 – 2012.

Fast forward to 2014 – 2015, and the company was in a situation where they were trying to push overall operations to another level. The company was in a situation where they were trying to push overall operations to another level. There was a mandate from the CEO that all company departments were to reduce costs sustainably. We had to create sustainable savings and reduce expenses that we were to implement and count on for future periods. That allowed us to revisit a lot of the work that we had proposed earlier on in my earlier years with the company.

That was the backdrop.

Key Consultants

As we rolled into this project, we also brought in certain key consultants who we knew had experience in leading convergence programs. These consultants had an idea of not only how to handle and create the structure that you need to have success in that project, but then also understood the bureaucracy and the politics that are involved in explaining, negotiating and counseling the business to help effectuate and support the project.

That’s important, because as we got into our project and started the diligence, we learned that our issues were much more challenging than we had anticipated.

Diligence

We were using about 700 law firms globally and didn’t know this at the time. We had many other issues as well. One issue is that we had business units who were bringing in outside law firms without the knowledge of our Law Department. Some were employing ghost attorneys, and attorneys who had a JD or legal background, but were hired to provide legal counsel. This resulted in us heading down different paths than we expected. We realized that there were many opportunities for process improvement which would result in the legal department becoming a more trusted partner of the business.

Technology

As a legal department, we also didn’t use a lot of technologies. We had Matter Management Software System, which was also an invoice management system. It was expensive for us at the time, and clunky. It wasn’t enabling us to generate reports to manage the matters that were in the system. It was defeating the purpose. So, we also used the convergence project as an opportunity to reassess our technologies.

In addition to our invoice and management system, we looked at contract management systems and document management systems to see if those would meet our needs.

Law Firm Assessment

We also looked at our relationships with our law firms and assessed:

• How were those relationships currently standing?
• Were the law firms dictating the relationship, or were we dictating the relationship?
• What type of benefits and value ultimately are we achieving and receiving from the law firms?

We took advantage of looking at that side of the relationship and how we were managing the law department to see what type of savings we might create there.

Staffing

We realized that we needed to reevaluate our current staffing requirement. To accomplish this, we had an external firm perform the evaluation. The outside firm’s perspective helped us immensely. We ended up increasing our staff by adding six new attorney positions and several new support staff positions as well.

Most important from a staffing perspective, we created a new legal operations (legal ops) director role within the department, which was a completely new role for us. We had never interviewed or knew where to start in terms of finding a legal ops director. It was very new at the time. There were not a lot of legal ops directors in the industry. It was a unique process.

I’ll just tell you long story short, it involved Michael and I attending an International Legal Technology Association (ILTA) meeting and essentially introducing ourselves in every session we attended. Before I would ask a question, I would say that I worked for Avis Budget Group, the company was interviewing for a legal ops director role and, I would be happy to take resumes after the session was over. Then, I would get into my question. It was an exciting way of finding a legal ops director because it was a new proposition at the time.

Those are the opportunities that we had and how we addressed them.

Jennifer Simpson Carr: That is a great opportunity that you took at ILTA. It is a great way to promote the business and a job opening. I can imagine that you had a nice array of resumes to select from when that conference was over.

Bryon Koepke: We did. It was very effective.

Jennifer Simpson Carr: You are now assessing 700 law firms and creating a core team. I’ll use the word “team” because there’s this athletic component that I want to touch upon here. You are assessing how to approach creating a team of trusted advisors that you can rely on to be in your corner and to have your business’s best interest in mind. As we think about convergence programs, there are many models out there we have discussed such as DuPont, Tyco and GE.

How did your experience as an athlete inform how you approached the convergence program and how you viewed the opportunity to build this core team of legal counsel that would serve as teammates to you and help position you and the business for future success?

Great question. I’ll speak to how we built the team and how I leveraged my background in athletics. But I think it’s a story that plays out every day in the business world.

You know, when you’re an athlete, you’re rewarded by the level of your competitiveness and the level of dedication and hard work that you put into whatever sport it is that you’re playing. It’s an interesting transition when you move into the workplace because in my experience, I find that when I work with former athletes, it’s very straightforward because they understand what it takes to be successful as a team.

When you have a team background, you understand everybody has a role to fill. Sometimes, specific positions will elevate higher than others because that’s just the nature of what it takes to achieve success for the team. Make no mistake about it, every role that’s being filled on the team is equally as important as any other. In a group, you become a very quick outlier when your motivations are individually focused, instead of on the team.

When it came to the convergence program, I think just understanding the game plan, and the goal we tried to achieve was.

Then as we built the team to tackle the different aspects of the convergence program, every team member has a role. Knowing these were the team members and their core strengths, it’s time to figure out, which roles they fill. Helping them succeed will allow the team to succeed.

If we’re putting certain people in roles that don’t compliment their skill sets, they become distracted or complacent and start looking at other roles and say, “I want that role. I don’t want this role.”

Having a good understanding of the skill sets and what roles people are going to fill is important. Then, there needs to be a meeting with the purpose of  getting everybody on the same page to understand the end goal.

The real goal is the project and the success of the project. Making sure everybody is finely attuned to that and understanding how to leverage that in the game plan in a convergence program is essential. I think it helps achieve success much quicker than you would otherwise. If you don’t understand the dynamics of a team and the individual roles that comprise a team, then you can’t challenge each player how to ultimately “wrap it up.” You can’t render the project a success.

How did you communicate to the law firms that you ultimately selected this team approach: the relationship with the other law firms on your team as a team unit best working together to serve the organization, versus each firm trying to get a larger piece of the work or different types of work from the business?

I’m going to give you a lead up as to how we built the panel because it’s important so that you understand the precedent and the privilege that these firms earned to be on the panel.

When we first started our convergence program, we did several things.

First, we interviewed our clients to determine with which law firms they had working experience. They wanted to make sure they would not be excluded, given that we had 700 firms to start and were unable to keep them all. Ultimately, we ended up with 130 firms that we included in the initial screening.

Then, we set up an RFP process. It was unique, as it entailed sending out several questions, which were very similar to a law school exam. We included a few issues that the business faced daily for which we already knew the outcomes and the answers. What we wanted to know is how the law firms would tackle those issues.

• How would they staff accordingly?
• What were the solutions that they would propose?
• What would be the ultimate cost to the company in addressing the issue?

It was interesting that some law firms came back and actually said, “You are just trying to get free counsel out of us during this whole process.” We already knew the answers but wanted to know if the law firms knew the answers. How the firms came back with their response was the first test, and the first entryway into our panel.

We dwindled the 130 firms to an RFP process that included about 47 firms. The way it worked out was that these 47 were the world’s best, largest, and most sophisticated firms. The size was not a prerequisite. We went into a typical, more traditional RFP process where we sent a number of questions to these firms, including questions such as, Who are you as a firm? What type of attorneys do you bring to the table? The process also went into several additional novel areas, which we called universal requirements. We wanted to look at the firms to understand who they were in terms of their DNA.

• What type of technologies did they have?
• What did they provide to their customers, to their clients?
• Did they utilize those same technologies to make not only their clients better but themselves better?
• What type of innovative practices were they using to help solve their clients’ needs?
• Did they use those same practices to solve their own needs?
• Did they have a legal ops set of professionals or someone who could speak to legal operations?
• What are they doing to look around the corner and help their clients identify issues they may not have on their radar screen?
• What were they doing to foster and grow diversity in the industry?

These were some we called “universal traits” that we were also focusing on as a business in selecting our panel firms.

From the 47 firms that we invited to the RFP process we ultimately chose 17 firms. For the firms that were pitching to do work for us on a global basis and were marketing themselves as international law firms, we told them that we would meet them in London. With about nine of those firms, we had face-to-face meetings. We met eight firms in New York because they were more U.S.-based firms.

From there, we selected our panel of seven. Once we chose that panel, we had an in-person strategy meeting and invited the firms to meet us at the company. Everybody came, and they brought four or five of their partners and their own legal ops professionals. We met, sat down at a large round table to talk about our program, and worked to put the finishing touches on our program together. We didn’t want to do that without including the firms because there were several sensitive touch points. We wanted to have buy-in by the panel firms.

That was part of the round table session that we had put together with these firms. As we were engaging in that conversation with them, I specifically told them,

“Now that you’re on the panel, I want you to breathe easy. I don’t want you to anecdotally worry that if we’re all sitting at the dining room table and you have to excuse yourself for a phone call that after the call you come back to find out that someone else is eating your dinner. We’re all a team here.”

We put together what we considered was an  all-star team. I analogize it just that way because if you know any sport, whether it’s football, baseball, or basketball, they come together to play an all-star game at some point in their season. During that time, they put their specific team issues aside for that night as they play together for that new team.

I told the panel,

“That’s what we have here. I need you to put your issues aside and work together as a team.  I say this in the spirit of collectiveness, so that if we as a company have decided that X firm is going to handle our mergers and acquisitions (M&A) practice globally. Still we come to that firm in Poland, for instance, and say that we’re going to do an M&A deal in Poland, but that firm does an assessment and they realize that, ‘while we are global, our M&A counsel doesn’t have the strength in Poland, but I know another firm on the panel does.’ I want you to send that work to the other panel firm, and I don’t want you to think twice about it. I understand you believe you’re giving up the revenue and you’re giving up the work, but that’s what it takes to find success as a team. They will do the same for you in other areas and in other practices.”

Once we discussed that, broke it down, and laid that out as the mantra for which we were going to be pushing forward, the walls came tumbling down, and it was terrific. It was awesome because that was right before lunch. People were just lingering in there saying, “Thank you so much. This is something that we’ve been wanting to do. We’ve been wanting to partner with other firms for so long. We just haven’t been able to find someone willing to do this.” I don’t think they expected that coming in. When we broke it down for them, that was the tone we were trying to set in building that team.

It was magical. I know is sounds hokey, but it was. It was  transformative from the outset because everybody bought into it.

As we put together the finishing touches of our program, there were some very sensitive pieces to this, pricing being one of them. We created a pricing model that nobody else has done and worked with an outside consultant, a gentleman named Trevor Farr, who was working with us at the time with Ernst & Young. Trevor has deep experience with convergence programs. He had many recommendations in terms of how we might go about putting together a pricing model. We used a lot of the tenets, but it had to be a bespoke model.

We created our own Avis Budget pricing model because ultimately, we wanted to pull to ensure that we would work for both the company and the law firms. That was to create a win-win scenario that everyone always speaks to, but we were sincere about it. Pushing a pricing model that we knew would include the savings needed to capture as part of the mandate, but we didn’t want to do it at the sake of creating hate, anger, or frustration by our panel firms. That way, when the contract they signed expired, we were not in a situation where they no longer wanted to participate in this exercise because they couldn’t make the economics work for them.

We needed to engage them, and that took a lot of work. But we engaged the firms as part of that process, because we had that team mentality of getting through this together and it was successful. We leveraged that background of teamwork, putting aside the competitiveness, the individuality that sometimes overpowers  in sports. It was just a great way of leveraging that to achieve ultimate success for the company and the panel.

Jennifer Simpson Carr: That’s an incredible story. I feel that it epitomizes how teamwork, strong leadership, and transparency really can break down walls and move a team of people in a direction that, as you said, is win-win. To know that you’re working with  an all-star team must have been an incredible feeling for you and the individuals that helped lead that convergence program. I was pleased to hear that your panel members and your panel firms were thrilled with the opportunity to work on an all-star team and know that they wouldn’t risk losing work. Still, instead, they would better the team by stepping up and identifying who on the team would be best suited to handle a particular matter or issue in a jurisdiction. Thank you for sharing that. I think it speaks to what I’m hoping to achieve through these sports and business episodes, which is to communicate to our listeners the ability to move an organization or an idea ahead by partnering with the best people to find and create the best team.

Considering we’ve had a financial downturn, and with what we’re looking at on the horizon, which is potentially a turbulent market in which companies may be looking to run a convergence program and consolidate the law firms that they’re using as well as potentially undergo some cost savings.

What advice would you give to law firms that find themselves participating in a convergence program in the future to help them differentiate their firms as part of the process?

That’s a great question. The first thing law firms must realize is they have to put the lens on from the General Counsel’s (GCs) perspective. They need to understand what the motivation is of the project. It’s most likely a very similar situation as what we had at Avis where the CEO has a mandate and its cost savings, and that mandate is pushed to the GC to find a way to get it done.

It could be other mandates. It could be other intentions. But understanding what’s driving the need for the project is the first factor that law firms must understand.

Beyond that, there is an evolution occurring. How fast that evolution will continue to move forward, considering everything that we’re dealing with right now, is yet to be determined.

Although, I sense that maybe it would speed things along, given the pandemic and the financial pressures that demands are being pushed on companies to find cost savings. The quicker the amount of time in which law firms can identify that they can be the solution to this issue, the sooner additional opportunities will be created for them.

Law firms must fully understand the client’s mandate and their desired outcomes. Only then will the law firm be acutely aware of how they can contribute to the client’s operation. As law firms vary widely in their expertise and sophistication, I must decide when to enlist the help of a law firm and be certain that the firm will help the client’s firm to achieve their mandate.

Back in my day when we were engaging in the convergence practice at Avis, we were interviewing a lot of law firms. It quickly became obvious to us that there were two different types of law firms that we were talking to: there were the firms that we call it the Jetsons, and there were the firms that we called the Flintstones.

The Flintstones were the firms that we all grew up knowing. They did the work, they billed the client for the work, and that was it. That was the relationship that they formed.

The Jetsons were the firms that understood that there was more to the relationship than that. Clients want more. Whether they say they want it or understand what they want is irrelevant. It’s understanding that to differentiate yourself from other firms, you need to be a Jetson. If you don’t, you will quickly become antiquated. We all know what happened to the dinosaurs. Firms must  understand who they are. Are they a Jetson or are they a Flintstone? If they’re a Flintstone, what can they do to evolve?

It starts at the top and with their managing committee from their chairman. You want to have buy-in as part of the process of talking with firms. We spoke to the most sophisticated firms, some of the biggest firms in the world. I can say firm size did not dictate success in our program.

I had several meetings with firms who didn’t make the panel just to help them understand why they didn’t make the panel. I clarified to one of the London firms  why one of their competitors in the local market in London had won. I explained the sophistication of the winning firm’s practice. The firm actually had a separate business within, helping manage projects, legal project management (LPM) for their clients, and had the foresight to create this role. The losing firm said, “What firm is that? We’ll buy them, then we can check the box and win these RFPs going forward.” I explained, you can’t just buy your way to success. You need to have the mentality of doing it right; it ought to be part of your DNA. Firms should understand who they are and who they really want to be.

They can’t just “make the Kool-Aid,” they have to drink it. The overall approach must be developed internally –having a legal ops director, having a mindset on legal operations and an evolution to create efficiencies, utilizing Six Sigma rigor and using technologies to create platforms not only for their clients, but for their own operations. These are the things that companies are starting to depend upon and demand from their law firms. If law firms want to have more success with RFPs, they’ll start turning their vision internally to achieve outside success on those RFPs.

Jennifer Simpson Carr: I appreciate that feedback because anyone listening can benefit from understanding what you’re looking for and how you value it.

We’re coming up on the end of our time together. Before we wrap, I encourage all law firms that participate in RFPs, to do what you mentioned and ask for feedback if you do not win that opportunity. During my time in-house at law firms, I have seen that the chances of general counsel and in-house counsel taking the time to provide that feedback is typically very positive. It is usually well received that you want the feedback. Then, the step is understanding that feedback and applying it to the future. It only benefits the firm and the opportunities you may have in the future. I thought that was a great piece of advice, and I encourage law firms to always request feedback.

Bryon, I’m thrilled you could join me. I really enjoyed this conversation and learned a lot about the convergence program that you led at Avis. I am sure our listeners have, too.

If people want to learn more about you or get in touch, where can they find you?

I’m on LinkedIn. Also, if people would like to send me an email, they’re always welcome to do that. I make no promises to provide a 24-hour turnaround, but if anyone wants to email me or give me a call, I’m happy to have a conversation with them. It’s obviously an area that I’m very interested in. It’s very dear to my heart. And we need to, because quite honestly, it’s the future and it’s what’s expected of us.

Learn More & Connect

Bryon Koepke

LinkedIn: https://www.linkedin.com/in/bryon-koepke-654a6925/

Email: bkoepke@suburbanpropane.com

Jennifer Simpson Carr

Learn more about Jennifer Simpson Carr

LinkedIn: https://www.linkedin.com/in/jennifersimpsoncarr/

Twitter: @jsimpsoncarr

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