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Q&A with the EiC: A “Fireside Chat” with Monsanto’s David F. Snively

R ecently, David F. Snively, executive vice president, secretary, and general counsel at Monsanto, participated in an ACC CLO Club Fireside Chat. In his candid chat with ACC Docket’s editor in chief, Snively discussed his long career with Monsato and the company’s commitment to making a difference in the fight against hunger, as well as its upcoming deal with Bayer; the importance of investing in the next generation of in-house counsel; advising in times of change; and more. We didn’t want you to miss out, so a version of the interview is included here on ACCDocket.com. To listen to his CLO Fireside Chat, visit here.

Career

Dave SnivelyACC: You’ve been with Monsanto since 1984, but you didn’t begin your career in-house, correct? Can you tell us about your first position after law school and how you came to the agrochemical and biotech company?
David Snively: I was a trial lawyer at Barnes & Thornburg, a large law firm based in Indiana, and did work for lots of different companies. Monsanto was a client of the firm, but I didn’t do Monsanto work. However, I was recruited to come to St. Louis and given a great chance as a young trial lawyer to work on cutting-edge, mass products liability litigation, starting with the Agent Orange case. I moved on from there into other major trials and eventually, into intellectual property trial work. And then, ultimately, that path led me to become general counsel.

ACC: So, you weren’t directly working with Monsanto at the firm, but that relationship initially brought you in the door?
David Snively: I think it certainly gave me a leg up to come in, given the training you get as a lateral. And the familiarity with the firm probably helped. I was truly lucky having had a lot of trial work as a young lawyer — that’s something that is hard to get these days. It’s been a blessing to my career getting out of the box.

ACC: Having held several positions within the legal department, working in litigation and IP on environmental issues, what do you know now that you wish you knew as a new lawyer?
David Snively: That’s a great question. I wish I knew from the beginning that we’re basically paid for our judgment, not just what we do, but how we do it and how we evaluate the complexity of the situation. It takes a while for a young lawyer to recognize that’s the ultimate skill set that makes the difference for a client, particularly if you have one client. You’re being calibrated all the time on that. So, no matter what your job is, that really is the part that matters the most.

Lawyers here at our company are strategic to the business. We make a huge difference as a business-enabler to our success, and I think that’s why we were able to attract prior general counsel like Bill Ide, who was president of the American Bar Association, and after him, Charles Burson, who was counsel to the president and a former attorney general of Tennessee. People who recognize they can make an impact as a lawyer and have great judgment. I’ve been fortunate to learn from people like that.

I wish I knew from the beginning that [lawyers] are basically paid for our judgment, not just what we do, but how we do it and how we evaluate the complexity of the situation.

ACC: Can you tell us a bit more about your organization, and as its general counsel, what your typical day looks like?
David Snively: Monsanto is a global enterprise. We have about 23,000 employees around the world, and we’re centered from a business standpoint in a few core places.  We place our lawyers where those business decisions get made. We have 80 attorneys worldwide — it’s split almost half and half outside the United States and inside the United States. I think our lawyers generally are people who are highly conversant with intellectual property issues and global business issues, and we have specialty areas for litigation, etc.

That said, my day is never a typical day, but I certainly rise around 5:00 AM and start to check the global emails from Asia to see what’s there. Ultimately, most of my time is currently spent on strategy and the business. I’ve been involved and focused on the transaction we have with Bayer, which is acquiring Monsanto for US$66 billion. There’s negotiation, the integration planning, and seeking to get global antitrust clearances, which is my principal focus, in addition to the board of directors. And then, ultimately, working with the team that helps manage our global legal team as we work on this.

Investing in the future

ACC: You mentioned some pretty impressive people who have been with your organization. But I know that your company is also invested in young attorneys, actually hiring millennials right out of law school, which is not typical. Can you tell me a little bit about that and why that’s important to Monsanto?
David Snively: It’s something that I came to looking back over my experience. When I started at the company, we had a couple brilliant young lawyers who were brought in by Richard Duesenberg — previous general counsel and former chair of the American Bar Association Corporate Law Section. Many years later, I looked back at that and thought we should do it again. We’ve intentionally recruited directly out of law school in recent years to build our lawyers and really get the top talent. Then, through a very intense training and rotation program, we build super lawyers. Because the reality is, none of the people we could hire as a lateral from firms or from other companies really know our business.

Monsanto is the world’s leading science company in agriculture. We are the worldwide leader in the sale of seeds; we do a lot of high tech biotechnology work, which is a blend of intellectual property, government policy, and international trade issues. You just can’t get that [from a lateral firm move]. So, we decided to hire millennials. About 10 percent of our US headquarters operation, from the law standpoint, are millennials who we are training on a multiyear rotation focus, paired with our top lawyers, going through a checklist build-out of what they need to learn — the science and business. There’s no roadmap to becoming a leader in this space, so we need super bright people. And it’s great for them, they love doing the work and it’s really challenging. It’s a lot different than you get in a law firm.

If you’re in a unique sector or you’re a leader in a sector, it’s probably an incredible opportunity to get potential stars in early, and to get them vested in your company.

ACC: Do you see a trend starting perhaps, in terms of more in-house law departments hiring straight out of law school?
David Snively: I think so. I’d certainly encouraged it. I was at a GC 50 meeting in New York recently and we were talking about [hiring out of law school] as a tool to get the best people. It probably is dependent upon the business that you’re in, but if you’re in a unique sector or you’re a leader in a sector, it’s probably an incredible opportunity to get potential stars in early, and to get them vested in your company. Further, given the complexity of global business today, it takes a while to learn it; therefore, it’s probably a great investment to hire out of law school. It doesn’t mean we don’t hire laterals, but the reality is, the bulk of our talent in our global team is going to be built from the bottom up right now.

ACC: What are some other trends you’ve noticed that general counsel need to be aware of today?
David Snively: General counsels today, to a large degree, are certainly crisis managers.  They’re likely the executive that gets looked to if there is a challenge that comes at you quickly, because the thought process of lawyers is to problem solve and act very quickly.  It’s why general counsels have rolodexes of resources that they can turn to at a moment’s notice. Just like when Bayer made the unexpected proposal to buy us, I think I knew exactly who to call to give us the level of advice needed on a transaction like that. And I knew the antitrust lawyers in the world that we need to turn to, to help give us guidance so the board could make an informed decision.

So, I think general counsels need that skillset. It’s like I said earlier, we’re paid for our judgment. That means you have to have thought through a lot of this ahead of time, and know how you’re going to handle it in a calm way when it comes at you because the pace today is really very quick. It’s what we’re trying to teach our young lawyers in terms of skillset, so they can have tremendous commitment to what we’re trying to accomplish, and the skills to process and problem-solve rapidly.

Challenges and advising in times of change

ACC: What’s been your biggest challenge professionally to date?
David Snively: I think the latest one was the Bayer transaction. Anytime you get an unexpected offer to buy your company for cash, it requires a lot of the general counsel and a small team to work on a transaction like that. It is truly going to make a globally, transformational business. They’re principally a pharmaceutical company with a small agricultural focus, and we’re a company that’s exclusively focused on agriculture and principally on seeds.

The blending of these two companies will make a huge difference in the world. We’re very focused on making a difference: Monsanto is trying to work with the rest of the globe to feed 9.4 billion people by 2050. So, by the time my grandchildren grow up, there’s going to be a lot more people on the planet. A whole other China will be on the planet. Therefore, we have to double food supply, and the Bayer transaction lets us bring innovation together from two places to really make a huge step change difference.

ACC: Wow. That’s an ambitious goal, and your work on this matter leads me to my question concerning the overall evolution of in-house counsel, and GCs really having a seat at the table to discuss these types of transactions. I’m sure you were involved in the conversation?
David Snively: Certainly. It’s ultimately a decision by the board of directors, but I’m on the executive team so there are a dozen of us that globally manage the company’s business on a worldwide basis. We meet every Monday for about four hours and just work through the entire business as a discipline. The CEO, CFO, myself, and other leaders are in this team. Of course, on this transaction, you have to go through the whole analysis including what would be in the best interest for shareholders and analyze it from all parameters.

Ultimately, as the lawyer on the point, with our tremendous outside counsel, to work through these sorts of issues — that’s one of the better parts of this job. No matter what you’re doing, you always get to work with world-class lawyers inside and outside. It’s one of the real blessings of being in such a prominent company that has challenging legal issues come at it. You get to work with the best and the brightest.

ACC: According to ACC’s Chief Legal Officers 2017 Survey, 70 percent of those surveyed rate ethics and compliance as the top issue keeping them up at night. In your view, what is the top concern or challenge facing corporations today, and what role does the general counsel play in addressing it?
David Snively: That’s a really interesting statistic. I was stunned by it because that’s not what my concern or focus would be. I certainly sleep well at night, but I’m focused on innovation and institutional change, and the ability to meet changing global demands because I see that the law is dynamic on a global basis. It’s a little unstable. And I think we spent a lot of time — I spent a lot of time personally — thinking about intellectual property law in Argentina or Brazil and China trade policy. So, it’s this real recognition that the world is fluid, and innovation and new technologies are potentially highly disruptive. So we have got to help our businesses meet those challenges globally, whether it be gene editing technology coming out of MIT or the University of California, Berkeley — things like that are the future and we’ve got to be part of helping them solve for those problems. It’s really innovation and that change in dynamic that keeps me focused.

I’m focused on innovation and institutional change, and the ability to meet changing global demands because I see that the law is dynamic on a global basis.

ACC: A new administration can bring uncertainty and change, which affect the way companies do business — as well as the way in-house counsel protect said companies. Things are changing everyday, not just in the United States, but globally as you point out. That being the case, how do you as general counsel deal with that, and how do you advise your company, as well as those young attorneys who you’re turning into super lawyers, to address the unexpected?
David Snively: I have to confess that I probably spent a lot more time going into the [US] election contemplating what the administration might look under Hillary Clinton than I did under now President Trump. [That said] You need to shift and make sure you understand the longer-term impact and what’s going to matter, and some things are constant. It’s one of the items we try to teach our lawyers here, which is to have faith in institutions. Always operate with candor on a global basis when you’re dealing with governments. Recognize that what you do is impactful and important. And knowing that, you have allies no matter what the administration is. We had tremendous support from the Obama Administration and other global administrations for what we’re trying to do because everyone gets that food is important. Food security is of paramount concern and we’re part of this important solution to it.

Advice and next steps

ACC: Speaking of those young lawyers who perhaps aspire to get to a level that you’re at one day, either as general counsel or maybe in a leadership position outside of the law department: What advice do you have for them? What are the top skills that need to be developed in order to continue to advance one’s career?
David Snively: I think they’re going to be great lawyers, but I think they have to recognize they have a responsibility to make a difference in the world. So if they’re committed to making a difference and they understand that the law isn’t static, it’s capable of being changed, based upon their actions or other actions of institutions they’ll develop — those are the skillsets to advance and to succeed in their careers. I would encourage them that while they’re in each job, to enjoy it because you never know if you’re going to be the general counsel, there are not many of them in the world. You need to really have as great of a time making a difference in the world as you’re having in your career.

You need to really have as great of a time making a difference in the world as you’re having in your career.

ACC: That’s solid advice, advice you’ve followed I assume, as you’ve been with Monsanto for 30 years?
David Snively: Yes, I’ve been here about 33 or 34 years, and I’ve been the general counsel about a decade, which seems like a very long time in general counsel ranks.

ACC: What has kept you with the organization for so long?
David Snively: This is a great company that makes a huge difference in the world, and I can work on the very best legal challenges for which there are virtually no answers. They have a lot at stake, I mean, billions of dollars in cases before the US Supreme Court and things like that. I get to work with tremendously gifted lawyers, outside as well as inside.  I work with people who are great lawyers, who are fun to work with, and it’s super challenging work. So I think that’s what’s really kept me and certainly, I encourage people in this place to have a great global career.

ACC: What are you thinking about next? I recently interviewed Mark Roellig at Mass Mutual, and he was like you, general counsel for a long time at that organization. And now, he’s taking on a new role as the chief technology officer. Do you see a similar transition for you in the future?
David Snively: Yes, although my world is so focused right now on closing the Bayer transaction. That’s about all I see! Ultimately, my future is in part a choice that rests partially with Bayer under those circumstances. But I’ve had a tremendously broad career. I’m pretty involved in activities with the Catholic Youth Ministry Organizations Global. I just finished being chairman of Life Teen International for two years. So, I do a lot of stuff outside of work as well. What’s next for me is to get this deal closed, take a deep breath, and assess where we’re going to take the next second half of my life here.

ACC: Do you have any thoughts on a general counsel ascending to the CEO position?
David Snively: I know it’s been done. Actually, when I was at a GC 50 meeting, we were talking about the number — it’s about 25 percent of CEOs who are attorneys, not necessarily from a general counsel seat, but they have a lot of that same training to do it. I think that, largely, that’s probably not the right path for most lawyers because they don’t have the level of business and organizational acuity that’s required to be super successful, notwithstanding the high percentage that do it. But I love being a lawyer so it’s not something that I personally would seek. I’ve got a tremendous CEO in Hugh Grant: He’s always picked as one of the top 10 CEOs in the world. So, I’ve got a lot to look at and learn from, but it’s not something that’s on my dance card as an aspiring point.

Getting to Know… David Snively

What book are you currently reading?
I’m currently reading a scary book, Super Intelligence, by Nick Bostrom. It’s all about artificial intelligence. One of my directors recommended it — it is enough to scare you to death!

Name one person, living or dead, who you’d love to have a cup of coffee with?
It would be Saint John Paul II. I think that JPII would be a fabulous person to know upfront and close. I met many people who have spent a lot of time with him, and his impact on the world has been tremendous. I was in Poland this last summer for World Youth Day, and a lot of that was where Pope John Paul II — St. John Paul — was from, and his impact on that country was great to see. I’d love to see somebody up close who had such an impact in the world.

About the Authors

Tiffani AlexanderTiffani Alexander is the editor in chief of the ACC Docket.



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