As a young man growing up in Delaware, Jeff Carr was always hard at work. Whether he was fixing banged-up cars in his family’s body shop, refinishing beautiful pieces of furniture in his uncle’s artisan furniture store or preventing drownings as a lifeguard at the local pool, Carr was slowly and carefully developing skills that would become critical to his success as a legal department leader in the years to come.
Carr has a reputation among his GC peers as being a visionary in changing the way legal departments and law firms deliver legal services. “Innovators are only considered to be visionaries after they’re proven successful,” Carr says. “Before that, we were just thought of as crazy.”
In the early days, Carr’s out-of-the-box ideas may have seemed crazy, but before he retired after a long tenure in the GC seat of Fortune 500 company FMC Technologies, Carr worked for years with law associations and other forward thinkers to shape the way legal departments partnered with law firms and bought legal services—not only helping put the terms “alternative fee arrangement” and “fixed fee” on the legal services map, but also creating efficiencies within the legal department world that previously didn’t exist.
Not surprisingly, Carr is at it again. After his attempted retirement in 2014—during which he spent a few years on the beach with his wife in between racing cars around the country—Carr was tempted back into law department life when Univar came calling.
As the global chemical distributor’s senior vice president and general counsel, Carr now sits at the helm of another legal department; this time focusing on legal process re-engineering—that is, prioritizing the prevention of legal problems, rather than the management of legal problems.
How would you say your work-life as a teenager helped shape your future as an innovator in the profession?
In a body shop, you have someone who does an estimate of damage and gives you a fixed price. That price only changes if something changes in some undiscovered problem. Even though the job is estimated on hours, the actual hours aren’t relevant. If the body shop worker took too long, the shop lost money. If the worker was more efficient, the shop made more money. The worker’s pay depended, in part on efficiency and quality — There was always this incentive/disincentive structure to make sure they optimized the amount of time spent.
In the furniture store, my uncle was a true craftsman. During summers, I worked in production. The shop made the most money when I was there working in the summer because it allowed my uncle to focus on his craftsman work, while increasing production output
As a lifeguard, I only went in the water once. But I blew my whistle a lot. It was about preventing the problem from happening—not rescuing drowning swimmers.
Applying all of these practices to law creates efficiencies—whether it’s using an incentive/disincentive structure to make sure time is optimized, not overworking a project and actively working to prevent problems from happening in the first place.
Please tell us a bit about the early part of your career?
I worked in Big Law for a while. I was told by the Big Law firm I was working for as a fifth year associate that they didn’t see a way I would become a partner at the firm. That’s pretty devastating for anyone who has always been successful. I was working as an international trade lawyer in the Washington, D.C., office of a New York law firm. It wasn’t surprising out of our whole group, they weren’t making partners, but it was nonetheless devastating.
At that point, I decided I hated law and didn’t want to be a lawyer. So with that idiocy compounded by naivete, two other guys and I formed a consulting company called International Advisory Services Ltd. We did work in the World Trade Organization-GATT area, in international commercial transactions and investment banking. We helped the Government of Brazil privatize the entire Brazilian steel industry.
Did you learn a lot from the experience?
We did that for about five years, and during that time, I got my MBA the hard way—by actually running a business. As partners, we often took no money home, but we never missed a paycheck for our employees. I learned quickly about the importance of hiring the right people and the importance of firing people. It’s a business decision, not a personal one.
When you have your own business, you’re playing with your own money. That tends to sharpen your focus—who you keep, for how long, who you hire. Most lawyers never have the benefit of that experience.
I learned a lot about business and that I was a lawyer. But I really learned that I didn’t hate the practice of law—I hated the business of law.
Did that have an effect on your approach to law going forward?
In 1993, I went to FMC Corp. by answering a newspaper ad. At that point, what I learned about in-house is it’s just like out-house. In-house was just as inefficient, just as siloed, and just as weird as the law firm world. Sure it was closer to the client, but the only thing it didn’t do was bill hours.
You had really smart, good people who thought of themselves as individual artisans. There wasn’t any focus on process or leverage or any of the things that made sense from a business standpoint. My thinking about the delivery of legal services was formed by these very early years of legal experiences I had both in non-law and law.
Tell me about your tenure with FMC.
I was international counsel at FMC for a few years, then I moved to Texas to be the lead lawyer in the energy and transportation group. In 2001, that group became a separate company called FMC Technologies.
I was at FMC for 21 years, and then 14 years in the chair as GC of FMC Technologies. I had a great ride, it’s a great company. I had management that held me accountable for results but didn’t interfere with how I delivered them. I had freedom to form my team, use outside counsel, experiment with tools and techniques. Our department was recognized for being innovative and interesting.
And then you retired?
Yes, I retired in 2014, and then went and raced cars. It was a tough transition at first. Many are defined by their work. When you retire, you go from being “who’s who” to “who’s he?” Many people fail at retirement because they don’t realize how much of their life was defined by their job.
At first, when I met new people, they would ask what I do, and I would say, “I’m retired but I used to be the GC of a Fortune 500 company.” But after about three or four months, then I would just say, “I race cars.” And that’s way more interesting to many.
What attracted you to the opportunity at Univar?
I was between races, sitting on a beach enjoying life. My phone rang and it was a former board member at FMC Technologies who is now a board member at Univar. He told me the GC was leaving and asked if I would talk to Univar. I said I would talk to them, but I really wasn’t interested in going back to full time.. I don’t need to be a GC again. I like traveling, racing, being with my wife.
When I met with them, they were persuasive about having me come on and providing me a platform to test the tools and techniques in which I believe.
Please describe your department.
What I have here is a group of very good people in a company that is emerging from private equity. We don’t have all the resources we need, and the team lacks the processes and policies, approaches for optimization. I’m here to help them building something that is sustainable and high performance.
What are your best practices for hiring attorneys who fit within your corporate culture?
My most important job is making sure the right people are on the bus I call the One Univar Legal Team. A department is made up of people, policies and platforms—and it needs a vision. Once we define a vision, the vision drives the values. The people in the organization must share that vision and those values. Then they will exhibit the behaviors you want.
I highly value diversity, the way it’s traditionally defined. But I don’t tolerate cultural diversity as the way I define it. Every company has its own culture and the law department is a subset of that culture. While there is diversity within that in terms of the people, there shouldn’t be diversity in the company culture itself. It should be a set of shared vision, purpose and behaviors. So to me, the most important decisions are about who I hire, who I retain, who is on the One Univar Legal Team..
In hiring, I focus on what I call the three Cs: credentials, credibility and culture. You have to hire all three. The first two are the ones most focus on because they’re easy to see and to measure. You went to a good school, worked at a good law firm, admitted to specific bars or associations, or have a specific certification.
But culture is intangible. You have to define it then figure out how to test for it. In a 20-minute interview, you can’t assess cultural fit. My first step in hiring is to assume the people I am talking to have already met the credentials and credibility test. That’s the price of entry. Where you went to law school doesn’t matter after your first job. I can train people to do things. I can give them experiences. I can’t change their culture. So it’s so important at the front end to figure that out.
Do you have any specific tools in place that help you hire the right people?
I have an 80-question questionnaire that asks candidates to answer “yes” or “no” after a statement. If you want to watch a lawyer’s head spin, ask a “yes” or “no” question and insist they answer “yes” or “no.” As a GC, I live in a world where you have to give answers. You aren’t useful to me or the business if you can’t.
Within that questionnaire, there are a few go/no-go questions. One is: Can every legal matter be done on an alternative fee basis? I could tell you what some of those questions are, but then anyone reading this would answer correctly, but perhaps disingenuously.
If you don’t know me and the way I think, you don’t want to work here. This is not a traditional lawyer or legal job. If you’re looking for that kind of position, don’t come here. But if you want to be part of an organization dedicated to customer service and changing the way legal services are delivered, if you share the vision of optimization and prevention, and if you find our values compelling, then this is a great place to be.
Do you apply your alternative fee structure to other vendors?
I do. Mike (Evers) helped me develop this for hiring legal recruiters. When I was at FMC Technologies, I needed to add a bunch of people to the team at the same time, and I wasn’t happy with the legal recruiting industry as it existed, so we did an RFP and basically asked: what makes you different than everyone else and what kind of creative fee arrangement could you come up with?
Mike was able to answer those questions in a way I found interesting. Then he thought using this process is interesting as well. It was nontraditional for him, but he embraced it and helped with it.
What do you love most about being an in-house lawyer?
That’s an interesting question. I’m not a lawyer. I happen to have a law degree and happen to be in charge of delivering legal services. But I don’t define myself as a lawyer. I am a leader and executive. Functionally, I deliver legal services. At my core, I am a lawyer. I think like one. I’m critical and analytical and have all the things that define lawyers for who they are.
I like being a lawyer but I’m worried about our profession. I don’t like being part of a profession that is now way more interested in protecting its status quo and professional status. The profession has lost some of its reason for being. It’s more about the profession than about the customer.
I love the diversity in being in the areas of interest a GC gets to have. Frankly, I like the organizational process engineering stuff more than I like the lawyering stuff. My real role is to be a leader and an executive—and I really like that role.
When I think about my day, the thing that most defines us; it’s not where we went to school, the secret sauce of lawyers is judgment. A lawyer’s knowledge is just that, and it’s accessible to anyone. A lawyer’s judgment is not. And that’s what makes us different and that’s what I like about being lawyer.
What do you think of the progress that has been made in the way legal services are purchased and delivered.
The ACC in 2008 took it publicly in the Value Challenge. And it’s hard to find a GC today who will stand up and say buying hourly services is right. It’s the opposite.
From that standpoint, the efforts of the Value Challenge and folks like me have been effective. But look at the statistics, the needle hasn’t moved a lot. The percentage of work done and dollars spent under alternative fee arrangements is not huge. There has been progress, but if we all truly believe that hourly billing was a bad way, why would we continue doing it?
We are converting everything Univar does to alternative fee basis – -in fact, we won’t call them “alternative” because, in the One Univar Legal Team, there’s nothing alternative about them – we work with all counsel on a performance based, value focus basis. I’ve told all our outside firms about our move to performance-based fees and I respect whatever decisions they make on accommodating that, but if they don’t participate, they won’t work for us.
I have been talking about this topic for two decades. I still talk about it but I’m more interested today in talking about legal process re-engineering.
Could you expand on that idea of legal process re-engineering?
It really comes from the vision in how you deliver legal services.
When you go in house, the first thing you look at is what you are doing and what you aren’t doing. We’re always doing more with less. Inventory what you’re doing and figure out what you aren’t going to do.
Secondly, when you know what you are going to do, define who is going to do it—in-sourcing or off shoring. It doesn’t matter, it’s all labor arbitrage.
Then there’s the “doing less with less” stage. That’s the “how.” That involves the optimization of processes.
And the final stage is how do you do less with more impact. That’s a focus on “why.” What is the driver for the demand of the services? And that’s where we get to this whole part of prevention.
Think about the legal industry. There is “old law” and old law is not in the business of solving legal problems. They are in the business of charging hourly fees to solve legal problems. There’s “new law,” which is also not in the business of solving legal problems—but rather charging lower costs to solve legal problems. There’s “elevated Law,” which is in the business of solving legal problems effectively and efficiently. And there’s “next law,” which is in the business of preventing legal problems from ever occurring.
And you apply that to Univar?
Yes, the One Univar Legal Team vision is to optimize and prevent. Every legal matter needs to be optimized, but every legal problem can be prevented. If you believe that, you can adopt a set of principles—value-based pay, continuous improvement, active matter management, feedback. You believe in those behaviors, then you establish rules and you implement the tools.
Please tell me a little about your life away from the office. If you’re comfortable, please tell me about your family.
My wife is a true partner. We have been married 38 years. She’s been though all of this with me. She was the primary bread winner for a long time. She was a very successful Xerox sales representative. When I had the consulting business, we never missed payroll for our employees but the partners often didn’t bring a paycheck home.
When I joined FMC Corp., we joined FMC. It was a great leap of faith for her. She gave up her career. We moved to Philadelphia and again to Houston. She became a corporate spouse, and there is no way I could have done what I did in my in-house career without her support. I couldn’t have done what I needed to do to become an effective lawyer and executive in an American company without her making those choices. So I am indebted to her—she’s a true partner in every sense of that word.
Together, we have two great kids. Our daughter is 30. She’s an actor on the West Coast doing voiceover work for video games and anime. Our son is 25, and he’s kicking off his career in IT and the gaming industry.
What advice would you give a young lawyer who wants to become a GC?
You have to learn stuff you didn’t learn in law school or a law firm. I challenge every aspiring GC to do the following:
- Watch the movies Moneyball and Jerry Maguire
- Listen to a podcast called Manager Tools
- Subscribe to service called Executive Book Summaries
- Read the books:
- Who Moved my Cheese by Spencer Johnson
- Essentialism by Greg McKeown
- Tomorrow’s Lawyers by Richard Susskind.
I particularly stress the importance of the podcast Manager Tools—because the things we most lack, as lawyers in our professional training and experience, is any real concept in managing people and functions. We also lack the lexicon of business. If you’re in-house you can’t expect them to understand you, you need to understand them. They don’t teach us that in law school or law firms.
Even when you’re in house, the GC job is a very different job. You’re only a lawyer in those things that merit your attention. In most companies, that’s a handful of matters. You have to be figure out how to become a manager and an executive instead of a lawyer. It’s hard for many of us to make that change and play that new kind of position.