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The Engagement Issue
Once the CIO does bring in legal help, he should explain the value of the proposed purchase to the company. "Give them context. Give them meaning as to what they're participating on for a business value. Lawyers enjoy it. Tell them what they're helping you on and why you're trying to work through this stuff," Baxter says. Payne's chief counsel, Freya Brier, loves the fact that Payne does his homework in advance of handing her team a contract. "They know where there will be trouble spots. And we work with them to identify on the legal side where there will be problems. It's not like they hand it off, and we negotiate in a vacuum," Brier says.
In retrospect, Bonfante says that although he thought he informed his lawyer of the importance of the contract languishing in his lawyer's office for six months, "obviously I was not as successful [at explaining] as I thought I was." Now CIO at the United States Tennis Association, which has annual revenues of about $225 million, Bonfante says he makes a big point of helping his legal team understand the business value of his deals, as well as his deadlines.
"The CIO needs to own the contract," Bonfante says. Sometimes that means daring to suggest that a complex IT contract is beyond the purview of the in-house counsel who focuses primarily on, say, real estate.
It's easiest to do that if you've already taken steps to educate your lawyer in the business needs for IT. Then, if a contract seems too complex, you can always ask, "Is this something that you're comfortable with? If you're not comfortable with it, is this the kind of thing where we bring in an IT lawyer who focuses on IT law?" Kennedy says.
Bonfante has had to ask his in-house lawyer to retain outside counsel. His in-house lawyer could have handled the matter but was too busy. "It's a delicate question," Bonfante says. He handled it by explaining his business needs. "That makes them reprioritize or recognize that you have a need to engage outside counsel," he says.
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