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Interview with Larry Sonsini

This interview with Larry Sonsini was held at Wilson Sonsini Goodrich & Rosati in Palo Alto, CA , on August 9, 2006.

Wilson Sonsini Goodrich & Rosati
www.wilsonsonsini.com

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Leon Panetta PictureCULLEN:    I know that you graduated from Boalt Law School and took your first job after being hired by John Wilson in Palo Alto.  I have heard you talk about working in your law firm with your partners and with people in the technology world, on a new kind of vision, or a business model, for a law firm.  Now how did you first come up with this and how were you able to develop that new vision?  That is one of the things that sets leaders apart.

SONSINI:  I think it had a lot to do with the idea of asking the question, “What are we trying to achieve?”  Or “What is the main thing that we are trying to do?”  Represent clients, yes, but what type of clients? 

And we said, “Well, why don't we represent businesses focused on the technology industry?”  Technology is here, where we're located, and our early clients were entrepreneurs in the technology space, and so we then built on that concept.  “We're representing, initially, primarily technology companies.  We continued to define the type of relationship we wanted to have.”  Again, asking the question, not the legal question of what type of legal problems do they have, but where are we trying to go?  What kind of partner do we want to be?  “How could we distinguish ourselves, and add value differently?”  We had the vision early on that what we wanted to do would be to grow with these enterprises, and develop scale, as a firm, and to develop the disciplines, to serve their primary needs at every stage of their growth, from startup to as big as they could be.

CULLEN:    It's very interesting that you're starting to talk already, not about legal issues, but client needs, partnerships, adding value to the clients business… In other words, legal analysis is not the primary issue.. You're really talking about serving your clients and you're not talking about the legal-analysis side.

SONSINI:  Right. I think that it goes without saying that our skill is ... the law, and that we're going to apply the law to solve business issues; but the real issue, in terms of developing a business, or developing a practice, is to ask yourself, what do you really want to achieve?  What do you want to get out of it?  And where do you want to go with your practice?  These are questions that every business person should ask -- And, quite frankly, they are questions that every person that has high aspiration has to ask -- or should ask -- if they want to really reach levels of passion and achievement.  If you say to yourself, “I want to make a difference,” then you've got to start asking, “Where am I going to go with this?”  And ... it was very early on that I started to ask those questions.

CULLEN:    Mmhmm (affirmative).

SONSINI:  Without a doubt, you have to be the best lawyer you could be, but that was going to come with training and experience and exposure, and ... intelligence, and you accepted that. 

I was in a unique position. I did not go to work for a large law firm that was a hundred years old.  So that kind of helped define me.  I went to work with a group of guys that were trying to build something, and so the situation forced those kinds of questions that, if I would have worked with a large firm, I wouldn't have been asked at that particular stage of my life.  Circumstances ... often drive vision. That's an important aspect of leadership. ... It involves the ability to identify and respond and adapt to your situation, to take what you've got, and say, “Okay.  This is what I've got.  What do I want to do with it?”

And that started a culture in the firm right away.  It's served the firm very well, because the culture of this business, now, after 40 years, is the sense we partner with businesses to help them with business solutions using the legal instrument.  That partnership concept has defined the culture, vision, and, ultimately, defined the uniqueness of the enterprise.

CULLEN:    One of the things that you talked about in an interview is making a difference.  This is one of your quotes -- “I think an exciting thing is to try and make a difference.”  You talk about passion and achievement. How have developed that culture in the firm? How have you passed that on to your younger lawyers.  What are the practices that are indicative of the firm, that exemplify some of your concepts about passion and achievement and solving business problems? 

SONSINI:  It covers many areas.  For example, we have a meritocracy in terms of compensation.  Many law firms have what is referred to as “lock-step compensation.”  You become a partner, and, no matter what you achieve or don't achieve, you are paid on a scale based upon tenure.  We eliminated that because it doesn't fit the vision.  The vision is that you are going to achieve, find a passion, and define a practice.  And it's all merit-based. 

The second thing we did is to give people a lot of freedom.  We tell everyone that, “As long as you buy into the business strategy -- We're going to represent business enterprises, principally in the technology space.  That's what we do.  We're not going to do, for example, personal injury work. You've got to buy into that concept and if you don't buy into that, you should not be here.”  So we set the record straight.

And then we said, “Once you buy into it, you can build your practice with your expertise. We are not going to restrict you.  We're going to give you an opportunity.  If you start off in our litigation department, and you decide you want to become a corporate lawyer, you'll be given that chance.  So the second principle was individual freedom along with the creation of an opportunity within the confines of the business vision. 

The third concept was in the early days, we were young, and we were competing with big, established firms, there was a lot of emphasis on individual achievement; but, as the firm got bigger, we had to channel that into teamwork.  So, in the early days, clients were clients of individual lawyers.  As the firm started to achieve its momentum, we had to shift, and say, “Every client is a client of the firm, not a client of a particular lawyer.”  That required the ability to adapt to change, which is very critical in building an enterprise, to have adaptability and flexibility.  Without it, I think you become stagnant. 

CULLEN:    Can you give me an example?  Is there something concrete that we can look it, that represents the team concept, with respect to a client? 

SONSINI:  I think a classic example of a team effort is when Hewlett-Packard decided to separate itself, and spin off a part of its business, which became Agilent.  They came to the firm and we were to be the principal outside law firm on that effort.  That required over 60 lawyers devoted to over six months of work.  And, it didn't matter what clients you were working on.  We needed energy from many people to be on this team, and it was a classic example of pooling your resources, from the tax department, real estate department, intellectual-property department, litigation department, corporate department -- every department had to be involved, and everybody had to look at this as, “I am a key member  in creating a major business solution.”  We developed a committed group to the project.  We adapted over the years, to develop that teamwork approach. That's a key hallmark of the firm today, is this ability to throw a lot of resources on a problem, as opposed to everybody only working on their own matter.

CULLEN:    You talked about freedom and opportunity as being an important aspect of our culture. Also, other than the challenge of developing team situations and the idea that clients are clients of the firm not the individual.  Was there another prong to your cultural basis?

SONSINI:  The other one is communication. And this is another element of leadership -- To me, leadership requires is a tremendous amount communication.  And there's many ways to communicate.  There are written, oral, and another way is by action, and I think that we put a great degree of emphasis upon communication in all ways.  You're judged by your ... abilities and your actions. How you mentor somebody.  How you train somebody.  How you organize your own workload.  That's a form of communication by action, and I think we emphasize that communication as a key part of building an enterprise.   

For example, we did something unique, as an example of communication.  We started very early to have annual retreats of everybody in the firm.  It got to a point where we had well over 800 people that we would take for three days down to Pebble Beach every year.  It got too big.  So now, we do it with ... the membership, the partners; but every year, we go off with spouses and significant others, to spend three days talking about and reviewing our business, and to have fun, and it's become part of the culture of this firm.  People look forward to that event.  It's a getting-together and a business retreat.

We also have ... an annual meeting, where we give a “state-of-the-union” speech, and we disclose our financial results with our partners.  It's a very open environment.  Everybody knows what everybody else is paid.  Not many businesses do that at all times.  But that's an example of our culture, which is entrepreneurial, but yet one that gives people freedom and openness.

CULLEN:    You have said that you try to help your clients with their business solutions, using your legal expertise to develop new business models, venture-capital funding, those kinds of things.  One of the things I read about was your experience with LSI in the Business Week magazine, where you worked with them, early on and helped provide a vision for a business.  And maybe LSI is the good example. You indicated that one of the first things you helped with was to putting together the capital to form the company.  You made a call to Don Valentine, who was at Sequoia Capital.  You also called up Tom Perkins.  In other words, the your role was as much of a lawyer as a person who helped build relationships, built a team, talked about how to do it, created with your client, and perhaps even helped your client, with some of the creative, and entrepreneurial aspects of starting a business.  Is this often your role?

SONSINI:  It is a common one.  I think that ... many lawyers who practice in the technology industry, when startups come to them, use the relationships to introduce venture capitalists, investment bankers, and there are numerous examples of that.  For example, I met with Larry Page and Sergey Brin, in 1998, to start a company called Google.  We met and ... talked about what are the fundamentals that we needed to accomplish.  They wanted not only our legal support, which the firm was going to provide, but also to talk about venture capital.  They're going to bring an expertise, business judgment, and we thought about finding partners who do that.  And they did, and they found, Kleiner Perkins and Sequoia Capital, and people like John Doerr, and Mike Moritz, who were there to provide not only capital, but advice, as well.    

When it came time to go public, and expand the board of directors, we talked about, what kind of board should Google have?  After a lot of thought, they attracted some outstanding directors, people like Art Levinson of Genentech, and Paul Otellini, the CEO of Intel.  These are examples of sitting down together, based upon experience, and talking through, “What is the next step and here are some ideas.  Here are some contacts.  Here are people who can bring something to the party.”  So it is important to be a channel and a source.

CULLEN:    Can you look back at a particular circumstance when you used either any of the skills that we've talked about, be it problem-solving, entrepreneurial thinking, creating a new vision, or a new opportunity, or found yourself or your client in a very difficult situation, and you learned something about using your leadership skills?

SONSINI:  In the last few years, was there was the merger of HP and Compaq.  That was a situation which was very challenging, because it was a major, defining deal, and it ran into problems with, Walter Hewlett, a member of the board, a major shareholder, son of the founder, who ultimately decided, as a shareholder, that he was opposed to it as a shareholder, in a very public debate.  There were many big questions such as:  not only what are the legal issues, but also what are the human issues.  What are the communication issues?  What are the judgments?  Carly Fiorina, HP’s CEO at the time, and I set up a process of talking every evening, at the end of the day, about what transpired, and what was going forward, and much of that was not only strategy, but it was also retrospective, trying to keep things in perspective, trying to keep things balanced, trying to not lose sight of what is the right thing, what is the main goal.  And that was not a lot of law at those particular moments in time.  It was a lot of dealing with judgment and people and the psychology of the situation, as much as the legal of the situation.  And I think a good counselor really is there for all of that. 

Oftentimes, clients want the legal answer, but oftentimes the legal answer is not the only point.  It is important to keep things in perspective.  Keep things in balance.  Not lose sight of the main thing.  As one client of mine, Jim Barksdale, whom I enjoyed working with when he was running Netscape, used to say “That the main thing is to be sure that the main thing is the main thing”.  And I've always remembered that, because it put in words the way I have often approached my problems, because the first question I try to ascertain is not what the legal answer is right away, but are we focusing on the right question, before we start answering?  And I think a lawyer sometimes can get bogged down in spinning out all of the legal solutions, and losing sight of the real fundamental question, which is, what is the real issue?  That's what business people need, and I think that's what we all need, and a key job of a counselor is to be able to quickly, and in an articulate way, get to that issue.  That requires an ability to come with a clear mind, a lot of energy and confidence, and a keep-it-in-perspective attitude.   To me, that’s real leadership being practiced, and it's something that's hard to teach, but it's so critical in getting to the right answer.

CULLEN:    These seem to be different concepts from what we're often taught about in law school, and continuing on this concept of balance, I want to quote you in one of your past interviews.  This is an interview in Northern California Super Lawyers,  “I'm a blend.  My father says I have so much of my mother's emotional balance, and so much of his drive.”  I find that the words that you have just been using, “calmness,” “balance,”  “perspective,” and also the human aspect of things, such as emotions, are oftentimes things that lawyers don't want to clue into.  In other words, if the world was all rational, life would be easy.

SONSINI:  Yes.

CULLEN:    And every one of the problems that you run across, as well as the creation of any type of opportunity, there is the human element, and that seems to be an important part of your viewpoint.  How did you get that perspective?  How do we teach people that?  How do we think about it better, as lawyers? That's a key part, I think, of leadership, a key part of business solutions, and how do we do better as lawyers?

SONSINI:  That's a great question, and ... sometimes, ... you know, I am not sure.  Sometimes it's innate, but I do think that there are some fundamental principles.  I think it's important for people to sometimes not take themselves too seriously.  Clear thought comes from stripping away baggage, and oftentimes, baggage is accumulated emotionally because you put too much importance on yourself. 

I don't want to get metaphysical here, because I'm ... totally uneducated about such things, and I am going in kind of more innately. I try to reach down and look.  I look at other people, and I say to myself, “Why isn't this going well for this advocate?”  

I think another element is confidence.  Leadership requires confidence, and ... balance and perspective come from confidence, and so how do you teach confidence?  I ... don't know.  I mean you and I can expound on it, but I know there are those who are much wiser about such things.  But I think, that confidence comes from doing what you want to do and are motivated to do; asking yourself, “Do I really enjoy what I do?”  I have found people who are brilliant, but really don't like what they're doing, come across as less effective because of that, because they're not all there.  But how do you teach that?

CULLEN:    Well, that's a bit of a problem with our profession, too. We do not always appear to like what we do.   I've seen you, and heard you talk about freedom coming from doing what you like to do, and being passionate about it, and, lots of times, people in our profession find themselves losing that passion.  And part of that, I think, is -- is also a realization that some of their freedoms, or some of their views, or expectations are not met, and that's a little problem, I think, with our profession.  Advocacy and competition is a key component to much of our profession and the idea of moving a bit away from that might be helpful…

SONSINI:  Well, I think ... someone put it very well to me.  I think it was Bill Allen, a former Chancellor of the Delaware court, and he said that we've got to learn about balanced advocacy.  Many lawyers are trained to think “advocacy” in a courtroom, and that is, when you're in a courtroom, your job is to represent your client to the nth degree.  You push every button you can that is morally and legally right to espouse your client’s view, and that works in a courtroom because you have an independent, unbiased judge, who's going to make sure that the rules of the game are followed.  But, in the business world --

CULLEN:    And in the world in general…

SONSINI:  -- in the world in general, you don't have that judge.  There is no one there who is going to say, “Objection sustained” or “over-ruled.”  And where we get in trouble as lawyers is we forget that, because they bring the same advocacy, one-sided competitive view in the real world, and forget that they're unfettered only because there's not that judge there, and I think we have an obligation in the real world, in the business world, to impose that judge on ourselves, there is a greater obligation that we have to the ethics of the profession, which is, be an advocate within reasonable bounds of the situation. 

Yes, if you're in a courtroom, go at it!  'Cause we've got rules for that situation; but when you're out of the courtroom, we've got to create different rules, and it’s your obligation, as a lawyer, to create these rules and be a part of the solution.

CULLEN:    Do you have an example of some of the rules that you might have?

SONSINI:  I think that is always the case in a business negotiation.  I do a lot of negotiations in a merger, and oftentimes, you will be down to four or five key points, and it will be early in the morning.  You have to say to yourself, “Wait a minute!  Is winning this point that important to the deal?  Is winning this point going to advance the common goal?  We want to put this deal together.”  There are some lawyers who don't know how to stop soon enough on that.  There are others that are very good on that.  I could be in a negotiation, a very complex deal, with an outstanding counselor on the other side, and we can be done in two hours, because we know what's important, and we know what's not important.  Where you get lawyers who aren't able to do that, where every issue is as important as every other issue, you get the problem.  And so I think that that balance, this balanced advocacy, without a rule, without a judge saying, “Wait a minute!  That point isn't that important!”  You’ve got to impose it upon yourself.

CULLEN:    Yeah! ... That's a very good point -- and we lawyers are trained in advocacy, and we think that because we're advocates, we're great persuaders, and, oftentimes, advocacy is not the best for being persuasion.

Can  you talk a little bit about some of the ways in which you have found ways to persuade and motivate others, the legal system is based upon, again, this advocacy concept.  What might be some insights that you have? What are the different varieties of persuasion that have been available to you? 

SONSINI:  Well, I think it really all depends upon the situation, and the person that's being communicated to.

CULLEN:    So let me just take that for a second, I think that's an important point.  One of the ... terms I like to use with respect to leadership, as well as communication, is that leadership and communication is situational.

SONSINI:  Very much so, and that's what I was drawing on.  I  think that it's very important to really affect your word, the “situation.”  I affect the situation and the person and the issue.  And the important thing is that, to me, is very, very critical.  You can have a whole speech laid out, but if it doesn't match the situation, it's not going to be heard.  Some people need to be hit in the middle of the head.  Other people are different.    And those are things I've ... learned playing sports.  College sports.  I played rugby and football at Cal.  That helped me more than anything.  I saw how people react in different situations, in pressure situations, and I saw how great coaches dealt with it, and everybody was treated differently, and ... it taught me that, human beings are very fragile, and understanding what is motivating somebody, what is their situation, is the beginning point, and if you don't get that right, you ... may be off the mark. 

So I always try to ask myself, “What are we doing here?  Why is this person here? Or why am I meeting him?”  I had a meeting today with one of my partners who was talking about a business strategy, and he was going to lay out for me a whole business strategy, and my first question was, “Let's just talk about you.  What are you going to do?  How will you do it?”  Because I felt that that was really what was going on as opposed to the powerpoint.  I think that's what you've got to do.  You've got to affect constantly the situation.

CULLEN:    Getting back to our legal skills versus, sometimes, our business skills.  It seems as though many things that we're talking about here today show the need to understand the situation, understanding the motivation of the other person, and having a little bit of empathy.  You have to kind of get yourself in the other person's shoes.

SONSINI:  I believe that. That's the way I look at it, and I think it's a differentiator.

CULLEN:    As a professor, along with my time as a lawyer I always tried to be perceptive of why some people are more successful than others, and ... then teach those to my students.  Who might be a legal figure, or an historical person?  Or maybe even someone whom you've known, that's been an influence on you, with respect to learning about some of these concepts we've talked about.  Who might that be?  And what did you learn from them?

SONSINI:  Well, I think I learned a lot from my dad, to tell you the truth.  My father never went to college.  Grew up in the State of New York.  One day, packed his car with his two young children and his wife, and drove across the country, to build a new life, and went to work, and worked his way up as a top executive in a company who started out as Hughes Aircraft, and ended up as Hughes Tool Company, working with Howard Hughes. I think, listening to the drive that he had to have, to face people with college degrees, and I think he relied a lot on his judgment and his perspective, and I just saw that it worked, at a really early age, and, as I got older, I admired him more and more. 

I also saw his drive and his pride and his energy, and I learned that he was relying so much on that, and that you've got to temper, and balance that.  And, I learned that, if you had the other advantages, you didn't need to play that card as much.

And the second person was John Wilson, the founder of the firm.  When I came here, John -- you may have known him he was 50 years old when I went to work for him, and he was the ultimate gentleman.  Very smart.  A very good advocate, but he had this quality of taking the sting out of advocacy, and I saw how he approached problems.  And I think that, coupled with my father, and John, I think those stand out a lot.

And then there have always been other people, because I try to learn from people even today.  I think that's another key element of leadership, is that you should always try to learn from people.  You never “get it,” you know, and I think putting one’s ego in check is very, very important for people. 

CULLEN:    Can I try to qualify what you've been saying?  One of my favorite authors on leadership is John Gardiner and the concept he talks about is continual education and continual improvement.  Is that some of the things you got out of your father?  And something that drives you a little bit?

SONSINI:  I ... think so, Bob.  I think that it does drives a lot of me. Even to this day, if there’s a statute that's relevant, I don't feel good about it myself unless I read it.  If there's a deal I'm in where I feel I'm not adding substance, and I'm shooting from the hip, I catch myself.  I think that a major part of who I am is to contribute to every day, and, you know, not only ask if am I adding any value, but what have I learned today? 

And one of the reasons why I love teaching -- I taught for 20 years at Boalt Hall -- and I loved it. But you probably know this.  I ... loved the fact that I was reading cases again, and I felt that that was important, and I had an obligation which I imposed on myself.  I think that's very important. And that's an important part of who I am, sometimes, I even keep score.  Sometimes, Barbara says, “How are you doing today?”  And I say, “Oh, you know, I was only one for four at bat today.”  And she would catch me, and say “Are you keeping score?”  And I'd say, “Not keeping score.  I'm just evaluating.”  And so I think that's a characteristic of the many years I've spent in the profession. 

CULLEN:    Let's talk about another concept you just talked about with respect to John Wilson.  It's something that was always a part of the culture in my old law firm at Hoge, Fenton, Jones and Appel.  The terms you used were “taking the sting out of ... advocacy.”  We lawyers don't necessarily treat each very well sometimes, and that's a problem.  It seems that a leader in our profession involves the idea of treating the other side with respect, and a desire to maintain a highly professional relationship. How has that played into your practice?

SONSINI:  That's big part of who I am…one of the biggest compliments I've gotten recently was from a competitor who said that Larry is probably one of the toughest competitors I've ever known, but one of the most honorable gentleman.  And, to me, that's the ultimate compliment.  I can be a tough advocate.  I wouldn't be where I am if I wasn't; but, it's never personal.  And, at the end of the day, I like to go out and have a beer with my advocate on the other side. I don't think it's about anything other than the situation, and keeping that situation in balance. For some lawyers, it's a part of their personality, to think, personally; that they have to not only be an advocate, but that they must try to impress everybody else that they're an advocate.  The job is not to impress everyone with one’s advocacy.  The job is to get the job done for your client and that, to me, is an important difference and an important point.

CULLEN:    We talked about the different model that you saw for a law firm—representing technology clients from the start up phase to mid level growth and into the Fortune 500 or even 100 phase.  How did you develop that idea and vision? 

SONSINI:  I ... remember doing an interview for The American Lawyer, and explained it to them on  a piece of paper, and ... I sketched it out, because I had always thought about it that way.  When I came to the firm, my passion was to build the firm.  I came here with a vision.  I didn't want to just go to work for a small law firm, and stay there.  I thought a lot about it, and I started to think about my clients.  I ... was representing clients, [who] were writing business plans, and I was reviewing business plans.

I had some great clients in the early days... some who turned out to be great leaders: Bob Noyce, who founded Intel, and Ken Oshman at Rolm.  I would listen to them a lot, and I think that's another key point, is ... don't ever stop listening and learning.   And I got the idea, they're all building business models.  Well, why shouldn't a law firm?  We're a business.  Why shouldn't we have a business model?  And that was new to people in a law firm, because lawyers, interestingly enough, don't think of law firms that way, and that's part of the problem.  I knew we were building a brand.  Now, what is a `brand’?  What is the brand Wilson, Sonsini. I learned very early that a brand is an implied promise.   I asked myself, “That's what a brand is.  That brand promises something.   `Intel Inside' promises something.  `Drink Coca-Cola' promises something.”  And I thought, “Well, Wilson Sonsini has got to promise something.  What are we going to promise?” 

And that is where I got the idea of, “Well, sure, we've got a promise.  We're going to work with the technology industry, and we're going to serve companies at three stages of growth.  And we're going to add disciplines to serve each stage.” 

At the Sun Microsystems stage, you need anti-trust and much more.  At the venture-capital stage, you need employee benefits, and ... that's how we will build our disciplines.  We will hire lawyers, and we will organize the firm in those disciplines to address the need of our clients, and, as these companies grow, individual lawyers become part of teams, because no one person can serve Sun.  One lawyer can serve one entrepreneur.

The tension in the system was that kind of transition, but that's how it came to me.  But, it came to me by imitating my clients.  It came to me that they were drawing models, and I thought that, “Why don't we think like a business?”  And that really changed the firm.  And, quite frankly, not everybody agreed with that.  In 1978, Roger Mosher split up with the firm, and ... went off on his own.  John Wilson believed our vision and so did the other partners, John Goodrich, and Mario Rosati, and others.  And that has always been the model.  Even when I'm recruiting someone new lawyers. 

I was talking to a new lawyer today out of a New York firm, and that's what I was telling him.  I said, “You've got to think about our implied promise.  We're building this great brand. What do you think of this?”  I said, “That's what we are.  If you come here, we're going to continue to build our brand now and into the future.  If you don't want build that, then this might not be the best fit.” 

This place is very young, I've been here 40 years, and I was the first associate hired when they decided to pool their resources.  The firm was not even here 45 years ago.  And our implied promise has been the constant.  It's helped develop our lawyers with their goals and perspectives and it’s helped build the firm.   

CULLEN:    You've given me a lot of good insights.  I'm so appreciative of it. 

SONSINI:  Well, good luck with this, Bob.