General Counsel File: Sylvia J. Kerrigan, Marathon Oil Corporation

A profile of Sylvia J. Kerrigan, Vice President, General Counsel and Secretary of Marathon Oil Corporation.

Practical Law The Journal

Education: 1990: J.D., University of Texas at Austin; 1986: B.A., Southwestern University.

Brief career to date: 1995−present: Marathon Oil Corporation (2009: Vice President, General Counsel and Secretary; 2002: Assistant General Counsel for Litigation, Human Resources and Environmental Law; 1995: Attorney, Litigation Group); 2000−2001: Leave of absence to serve as Energy Sector Team Lead and Senior Legal Officer, UN Security Council's Commission d'Indemnisation, Geneva, Switzerland; 1990−1995: Clann, Bell & Murphy LLC; 1990: Legal Intern to Justice Eugene Cook, Supreme Court of Texas.

Location of company headquarters: Houston, Texas.

Primary industry sector: Energy.

Revenues in the last financial year: $53.47 billion.

Number of employees worldwide: 28,855.

Number of lawyers worldwide: 65 lawyers, plus an additional 85 legal professionals.

Law department locations: Eight locations: four in the US and four internationally.

How is the legal function structured? We have a centralized service organization. Some report through our Deputy or Assistant General Counsels, while others report through our Administrative managers. Certain personnel concentrate exclusively on a particular division of the business, focusing on upstream, midstream and downstream activities, while others are practice area specialists dealing with employment law, litigation, environmental law and securities, for example. We have other professionals handling records, data retrieval, administration and certain compliance functions.

How has the financial crisis changed the way the law department operates? We now put more emphasis on handling work internally whenever possible. The downturn has also expanded a dialogue we had begun with our partner law firms on the subject of alternative fee arrangements. The current climate finds firms more willing to undertake work on the basis of different fee mechanisms. Recently, we have achieved beneficial results using an extensive range of approaches — flat fee and blended fee arrangements in particular.

How do you measure and improve productivity and success within the law department? We regularly assess with our clients the time being spent on individual matters, and determine whether the type of activity and level of effort matches their needs and expectations. We also seek regular feedback from clients on the attorneys they work with and measure the feedback against the performance commitments set for the team and the individuals within it. As attorneys we use the same project management system as the rest of the business. That means that we use the terminology our clients use, and that across the company, we are operating within the same framework of expectations. It also allows our attorneys to act as managers on projects outside the legal department. We aim for consistency across our department and client base, and have successfully developed an internal system of best practices. Wherever appropriate, we provide additional support for client groups by developing and updating standardized materials for our clients in relation to certain contracts, processes and so on.

How does the law department avoid being perceived as the "office of no," while still ensuring it helps the client avoid liability? Our function is to ensure legal compliance, not to say no. We believe the best way to avoid liability is to do things the right way. The culture of Marathon reflects this core value. Our clients are focused on operating in a highly ethical and competent manner. Our job is to help them assess the residual risks inherent in any project, and systematically eliminate those risks so far as possible. It is essential that as attorneys we are able to communicate clearly and effectively the pros and cons of any matter upon which we have been engaged.

How do you align the incentives of external law firms with the objectives of the law department? The relationship with any law firm is a two-way street. Our aim is to develop long-term relationships with law firms rather than assign one-off instructions or fragmented work. That way, our partner firms understand our clients' objectives and goals. Again, communication is key. It is essential to give precise instructions and set clear expectations on each project. As mentioned, we work with our partner firms to develop fee arrangements and create synergies to reinforce the cost/benefit analysis for work performed.

What three things does a law firm need to do to impress you? In no particular order, as all three are equally important: firms must truly understand the value proposition of what we are asking them to do; they must be able to offer high-quality, practical advice; and they must be adept at change and thinking creatively with us.

If not a lawyer what would you be? A Dive Master and scuba instructor.

What one piece of advice would you give to prospective general counsel? It is vitally important to recognize and support talent at all levels and functions within the organization. If you adopt that approach, the rest takes care of itself.

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