MSBA is grateful to member Lisa Taylor Ash, who has started the resource In House Counsel, for sharing her recent interview with Ravens Senior Vice President and General Counsel Brandon Etheridge. The interview appears in its entirety below. Brandon, an active MSBA member, was a keynote speaker at MSBA’s 2022 Legal Summit and 2023 Professional Excursion in Puerto Rico.
In September 2016, Brandon Etheridge was hired as the Baltimore Ravens’ first General Counsel in 17 years. In this role, Brandon has worked closely with Ravens team leadership to develop organizational business strategy and implement key strategic initiatives. As Senior Vice President, General Counsel, Brandon is responsible for oversight of all legal, compliance, and risk management matters related to the Baltimore Ravens Limited Partnership, the Ravens’ operation of M&T Bank Stadium, and the Baltimore Ravens Foundation.
Brandon also serves as the Baltimore Ravens’ primary government affairs liaison, maintaining close relationships with the members of the Maryland congressional delegation as well as state and local elected officials. In this capacity, he has been deeply involved with the team’s social justice efforts and initiatives and provided the organization and its players with a platform to strengthen governmental, law enforcement, and community relations.
Brandon earned his Bachelor of Arts in Political Science from Yale University, where he was also a two-time varsity letterman on the Yale football team. Brandon then attended Harvard Law School, where he earned his J.D. In 2014, he was named to Forbes’ “30 Under 30” list as one of the “Sports World’s Brightest Young Stars”. In 2018, Brandon was honored by the Baltimore Business Journal as one of its “40 under 40” honorees. Brandon is active in the Baltimore community, and serves on the Board of Trustees for the Baltimore Community Foundation and the McDonogh School. During the COVID-19 pandemic, he was selected by then-Maryland Attorney General Brian Frosh to serve on the Attorney General’s COVID-19 Access to Justice Task Force.
What tactics do great in-house counsel use?
Brandon has worked with in-house lawyers who were Rhodes Scholars and others who went to law school part-time at night and he believes it doesn’t predict how effective they are at the job. The key to being successful in-house is careful listening, effective communication, and great relationship building.
Careful listening is critical to being an effective in-house counsel because you need to really listen to understand what issue the business is facing. When people know that you are listening and taking their issues seriously, they will work with you and not against you. For example, your business partner may come to you and start sharing a fact pattern. As they proceed, you realize that although they came for help with issue A, through careful listening you have also identified 10 new legal issues. Listening helps you identify and understand the problem your business partner is facing and potentially identify other risks they may not even have been aware of.
After carefully listening, you need to be able to effectively communicate about the issues identified. In the hypothetical above, good in-house counsel will make sure to acknowledge that they understand the business is facing issue A and commit to helping solve issue A. Once the business knows you are committed to helping them with their issue, they will be more open to discussing the other issues you identified through careful listening.
Finally, you need to build strong relationships with your business partners. As a lawyer in the sports world, Brandon likes to use sports analogies such as “you need to convince your business partner that you are on their team!” Do your best to get to know your business partners as people and commit to learning about their goals and challenges. If a problem arises, it doesn’t necessarily matter how the problem started or who caused it, Brandon approaches it as a “Ravens problem that we all have to solve.” Lawyers that treat their business partners as just a problem to solve will never be as effective.
How do you think about risk management?
In addition to being the General Counsel, Brandon is also responsible for risk management across the Ravens’ organization. This means looking at issues beyond just legal risk. This broader framework for risk management can help all lawyers. In addition to legal risk, Brandon also considers reputational and brand risk. Expanding the risk aperture can help mitigate legal risks as well. Often, when framing legal risk for the business, it can be extremely difficult to quantify a risk. Will there be a statutory penalty? Will there be damages from a contract dispute? These are hard questions to answer. When communicating with other executives, Brandon builds in potential reputational and brand risk alongside the legal risk. Will this risk impact the value of future sponsorships? How will the Ravens community respond if the risk is realized and will it impact ticket sales? Will a risk devalue the brand? Brandon believes he can make the best decision for the organization when considering all of these risks in totality and it often results in better risk mitigation than just considering legal risks alone.
Building a Legal Team
Brandon was the first General Counsel for the Ravens and built the legal function from scratch. Brandon still remembers one of the first issues he was asked to take on as the new GC… reviewing a complex construction contract. Brandon had previously focused his practice as a labor and employment lawyer for the NFL and needless to say was not yet an expert in complex state construction laws! This is a great snapshot of life as an in-house lawyer, you are often asked to review complex issues outside of your area of expertise and you just have to dive in and find the right answer.
For Brandon’s first hire on the legal team, he looked for someone with skills that would be complementary to his own. He didn’t want to just replicate his own skill set. Managers can sometimes be afraid to hire someone that has skills they don’t possess, but this is exactly what you need to do. Unsurprisingly, based on the example above, Brandon’s first hire had strong contract negotiation skills. His next hire focused on compliance and quickly expanded to include consumer data privacy, a growing issue for the organization. Brandon believes that legal hiring needs to follow high volume business needs.
Advice for new in-house lawyers
Brandon advises new attorneys on his team to trust their instincts and to take time to get the right answer. It’s often tempting for new attorneys who are trying to be helpful to the business to respond to a question immediately. It’s more important to acknowledge if you do not know the answer and commit to following up when you have researched the issue. Your business will trust you more if you can admit when you don’t know something and then follow up when you do have the answer. Advice for attorneys managing a team of other attorneys for the first time
You have to trust your team’s judgment. You cannot second guess them, especially not in front of the business. This will cause them to second guess themselves and their business partners will trust them less if they see both you and them doubting their decisions. Believe in who you hired and let them go!
Partnering with the Business
Brandon, and all in-house counsel, have dealt with that business partner who has a harder time fully understanding the legal risk associated with a proposed course of action. It doesn’t matter how many times you tell them you are on the same team, or refresh their training or find creative solutions, sometimes its hard to convey the legal risk. When dealing with these clients, you have to stay calm and keep trying to engage. Even if they bring you another problem, you can’t fly off the handle. You need them to partner with you to fix the issue and you need them to continue to come to you. It’s a tough balance between needing them to continue to engage and implementing corrective action if necessary.
Brandon has found that with some clients, they want legal to “sign off” and “provide cover” for their decision to take on a risk. Brandon recommends documenting the advice you have provided, to the extent possible, and making it clear that this is a business decision not a legal decision. He has found that sometimes after sending this email, a client will back down on pursuing a risky option. If you withdraw the “cover” they sometimes will pursue a different course of action. (Note: always keep in mind privilege concerns and the costs and benefits of this type of documentation.)
How do you manage outside counsel?
Instead of “managing”, Brandon likes to think of it as providing oversight of outside counsel. You are the client and you hired outside counsel to be the subject matter expert. Your role is to bring business specific background and strategy, not to micromanage the legal issues. For example, during litigation, you may want to push a specific theory of the case. If outside counsel doesn’t think it is the strongest legal theory you should defer to their judgment. However, if it is a decision about whether to take something to trial or to settle, it’s ultimately your call as the in-house lawyer because you have to consider the broader business impact either outcome will have on the organization. To outside counsel, it’s just another case to win or lose or a deal to get done, but for you it could be critical to the very success of your business.
In the same way that Brandon makes sure to build strong relationships with his business partners, he also wants to foster those strong relationships with outside counsel. And for outside counsel to “feel” the connection to his business. Brandon needs outside counsel to empathize with his people, staff, and situation. He wants to make sure they understand the people at issue, not just names on a page. He thinks this will lead to better work product from the firm.
What key tactics do you use to be successful in-house?
One of Brandon’s favorite sayings for his team is “We are not the department of No. We are the department of not yet or not that way.” Brandon paused during our conversation, reflected for a moment, and said he was confident he had never said “absolutely no”. Instead, he works with his business partners to explain the risks associated with some action, and fully explain and discuss why something may be a bad idea. He makes sure to show, not just tell.
Brandon’s final tactic for success is to make sure your business knows that you are a strategic partner that is there to help. His philosophy is to be there to help the business find a way to achieve their desired outcome in a legal and ethical way. The first thing he does when someone comes to him with a problem is to say “How can I help?” Make it easy for your business partners to come to you as a strategic partner who is invested in your joint success.
Most importantly, throughout our conversation, Brandon returned to the idea that being an in-house lawyer is truly a practice, one can never be perfect. The key to success is to keep practicing, to learn from each other, and show up for our business asking “how can I help?”