Stanford University’s General Counsel Outlines the Role of Today’s In-House Legal Teams

Debra Zumwalt, Vice President and General Counsel, Stanford University, shared her thoughts on how general counsels can work effectively with people day after day during a Fireside Chat with Susan Marsch, Senior Vice President and Deputy General Counsel, Flex, and Argyle's Chief Legal Officer membership at the 2016 Chief Legal Officer Leadership Forum in San Francisco on April 14. During the chat, Zumwalt discussed her experience working both in-house and at a law firm.

Zumwalt pointed out that today's general counsels play important roles in organizations worldwide. However, these legal professionals must understand how to work with everyday employees and C-suite executives to thrive.

Understanding litigation empowers a general counsel to recognize what causes things to go wrong in the business world. In fact, possessing a strong litigation background may allow an in-house general counsel to identify potential legal roadblocks and take the necessary steps to help an organization avoid such problems altogether.

"I think I learned a lot from litigation, but also [I learned] how to work with all kinds of people," Zumwalt said. "Because when you're working in litigation, you're working with everyone from the bottom to the CEO of the company."

In-house general counsels and legal professionals at law firms can learn from one another as well, Zumwalt noted.

Many of the skills that in-house legal professionals possess are identical to those of lawyers who work at law firms. And ideally, legal professionals can share their insights with one another to ensure their colleagues can understand the ins and outs of working in-house and at a law practice.

"The transfer of skills goes both ways," Zumwalt said. "When you've been in-house, you really understand what it is that you really value. ... And imparting that experience to colleagues was really helpful as well."

In addition, legal professionals often are responsible for managing complex legal challenges that stretch far beyond a traditional work environment.

"Our clients, like all clients, are pretty demanding. Like many clients, they sit on things and then it's a crisis. We feel fortunate if a faculty member calls us about something."

At Stanford University, Zumwalt noted the school's legal team is responsible for operations across multiple campuses. And as a multi-billion-dollar educational institution, it sometimes can be tough to keep stay ahead of legal issues.

"We're very decentralized," Zumwalt said. "Sometimes, we play catch-up, but we try to do as much preventative counseling as we can."

Working with people who understand the value of an organization's legal team is essential. And if workers recognize this team's role in an organization's success, these employees may become more likely to reach out to this group for support before a legal problem escalates.

Furthermore, developing an effective structure for an organization's legal department can deliver far-flung benefits.

A legal department should be able to identify its clients' needs and devote the time and resources to ensure their needs are met at all times. By doing so, this department can work toward building a sustainable structure that ensures long-lasting success.

Also, a legal department should try to employ versatile legal professionals who are unafraid to wear many hats on any given day.

Although an in-house lawyer may specialize in a certain area, this individual may be required to provide additional support in various legal issues that arise. And if an attorney possesses a comprehensive legal background, he or she will be prepared to handle any legal challenges, at any time.

"In a relatively small legal department ... people have to be flexible," Zumwalt noted.

Lastly, a legal team must be prepared to deal with clients who expect the best results every day.

"When you've been in-house, you really understand what it is that you really value. ... And imparting that experience to colleagues was really helpful as well."

With a flexible approach, a legal department will be prepared to handle new challenges that may arise without notice. And as a result, this department will be equipped to manage these difficulties quickly and efficiently.

"Our clients, like all clients, are pretty demanding. Like many clients, they sit on things and then it's a crisis," Zumwalt said. "We feel fortunate if a faculty member calls us about something."

It may be tough for a legal professional to plan out his or her day, but a flexible approach ensures this professional can deal with any "fire drills" that occur.

Legal issues are ongoing, and regardless of whether legal professionals operate in-house or at a law firm, these professionals must be ready to respond to their clients as needed.

However, encouraging clients to be proactive about their legal challenges can help a legal department optimize its efficiency.

With clients who recognize a legal department's value and are ready to ask questions, legal professionals can offer extensive support immediately. Thus, these legal professionals can minimize the risk of a major legal crisis arising suddenly, and ultimately, provide clients with the support they deserve day after day.


Ms. Zumwalt is the Vice President and General Counsel for Stanford University and responsible for the legal work for Stanford University, Stanford Health Care and Lucile Packard Children's Hospital. Previously, she was a partner at Pillsbury Winthrop Shaw Pittman, specializing in complex civil litigation and higher education law. She was the managing partner of the Silicon Valley office and a member of the firm's governing board.

Ms. Zumwalt is a trustee of the Board of the American University of Afghanistan, a director of the Academy of Art University, a director of Huron Consulting Group, and is on the board of Exponent, Inc. She has served as the President of the Santa Clara Bar Association, a board member of the Silicon Valley Campaign for Legal Services, a director of the Law Foundation of Silicon Valley, and Treasurer of the National Association of College and University Attorneys. She received her J.D. from Stanford Law School.


Susan Marsch is senior vice president and deputy general counsel at Flextronics (NASDAQ: FLEX), which is a $26B, industry-leading, Fortune Global 500 end-to-end supply chain solutions company with a global workforce of 200,000 and operations in over 30 countries.

Ms. Marsch joined Flextronics in March 2011 and has primary responsibility for the corporate side of the Company globally which includes mergers and acquisitions; corporate and securities matters; corporate governance and Board-related matters; executive compensation and antitrust matters.

Prior to joining Flextronics, Ms. Marsch was senior vice president, general counsel and chief ethics officer of UTStarcom, Inc., where she was responsible for worldwide legal affairs.

Previously, Ms. Marsch served as vice president, general counsel and corporate secretary at several California-based technology companies including Redback Networks, AltaVista Company and Beatnik, Inc. She began her legal career in 1993 as a corporate attorney at Latham & Watkins in Los Angeles, where her practice focused on securities offerings, merger and acquisition transactions and general corporate matters.

A certified public accountant, Ms. Marsch is a graduate of both the University of Michigan Law School (with honors) and Business School and is a member of the State Bar of California.