Ben Turin is the General Counsel of Kars4Kids, a not-for-profit that uses car donations to fund educational, developmental, and recreational programs for Jewish youth and their families. We sat down with Ben to discuss in-house lawyering at a non-profit.
How is the in-house legal function different in a non-profit institution vs. a for-profit institution?
Most importantly, states regulate not-for-profits separately from for profits. Among other things, these regulations cover critical matters, including qualification, tax-related laws, and donor-related issues. Because state non-profit regulatory regimes vary, non-profit regulatory compliance is a significant focus for any non-profit organization operating in multiple states. For example, Kars4Kids must comply with non-profit registration requirements in all 50 states
Beyond these baseline requirements, the difference will depend on the applicable non-profit’s mission.
How big is your legal department?
There are three attorneys (including me) and one legal assistant. We’re considering making an additional hire as well.
How do you think about hiring? Do you prefer to hire specialists or generalists?
The most important attributes of an in-house lawyer are technical skill, curiosity, and empathy. You need the skill to accurately assess the risk; the curiosity to understand the business; and the empathy to understand where the business people are coming from, what the goals are, and what is required to achieve them.
In-house lawyers must be receptive, flexible, and focused on getting the deal done. To me, those qualities are much closer to the mindset of a generalist: quick uptake, short learning curve, and desire to get things done. That said, there are certainly times when a specialist would balance out the department because of high volume in one particular area. For example, we recently hired someone with a real estate background because that aspect of Kars4Kids is bringing an increasing amount of work into the legal department. Still, I’m committed enough to generalists in principle that even if I am hiring a specialist I will look for someone with a generalist’s ability to adapt, learn, and communicate.
How do you “think business” as an in-house counsel?
The most important thing is to understand the business. Listening carefully when working on a transaction or litigation helps in this regard. In my previous in-house roles, I found reading public filings from the SEC to be really helpful.
The second part of thinking business is understanding how your company’s particular business people interact with your business. A key part of that is understanding and continually discussing risk tolerance – both in terms of business risks and legal risks.
How do you resolve the tension between being a GC who thinks business and being a GC?
I resolve that tension by listening to business people and understanding who they are, where they’re coming from, and what their risk tolerance is. I also rely significantly on the classic business judgment rule. If I assess a risk and share my assessment with the business people, and they want to move forward regardless, it’s not my place to bang on the table unless it’s a very serious, redline issue.
How do you operationalize curiosity and empathy?
I think early on it’s a choice, like when you join an organization and go out of your way to express interest and try to learn. Eventually, business people will start to trust you because you’ve developed a relationship with them. This applies to outside counsel as well. For example, one attorney, whom we work with a lot, is based on the West Coast. We decided to bring him into the office one day to meet our business people. The dividends have really paid off because the business people now trust him and often ask for his opinion on matters.
What advice would you give lawyers who are considering taking on a GC role in a small legal department like yours?
First, you need to make sure in-house work is what you want to do. Beyond that, it’s important to realize that you’re going to sink or swim with this company, so be sure to understand their risk tolerance and confirm that you’re comfortable with it. There was a recent study that said 60-75% of GCs feel that they’re pressured on ethical issues. Understand that you’re there to advise, not run, the company, and that has a lot of implications. Most importantly, make sure you like who you’re going to work for. If you can stay focused on the reasons you like what you’re doing and whom you’re working with, the bumps in the road will be much easier to handle.