Todd Wilkowski On Why A Fractional General Counsel Helps You Get To Yes (#96)

[00:01:44] Jeffrey Feldberg: As a member at Frost Brown, Todd, Todd Wilkowski focuses his practice on serving private, closely-held, and family-owned businesses as their outside general counsel, consigliere, and trusted advisor on all legal, risk management, and strategic growth issues.

In this role, Todd provides timely, practical, strategic, and value-added insight regarding issues related to strategic planning, enterprise risk management, contract drafting and negotiation, litigation and dispute resolution, business succession and exit strategy planning, tactical and strategic HR issues, intellectual property, employee compensation and incentive plans, and corporate restructuring.

Todd takes a proactive approach in developing a deep understanding of his clients; businesses and building trust with their decision-makers at all levels. With this knowledge, he identifies and provides innovative, get to yes, and customized solutions to issues impeding his client's continued development and success. He also advises his clients on potential strategies for seizing current market opportunities while concurrently and effectively leveraging the risk commensurate with these opportunities to foster their continued profitable growth.

Besides a prior career as an air force officer and counter-drug and counter-terrorism intelligence officer, Todd also has provided counsel on a myriad of legal issues affecting the construction, Manufacturing, and client services industries in both private practices and as a general counsel.

Prior to joining Frost Brown Todd. Todd served for seven years as the general counsel for Baker Concrete Construction, the nation's largest concrete construction specialty contractor, where he had daily oversight of the company's legal, enterprise, risk management, contracts, ethics, compliance, political lobbying, and government relations functions.

Prior to Baker Concrete, Todd was a partner with a large Cincinnati law firm where he gained substantial litigation, arbitration, and alternative dispute experience in assisting the firm's clients with resolving risk issues that threaten their profitable growth, or continued sustainability. Todd is passionate about networking, especially connecting great people and helping solve problems.

He resides in Loveland, Ohio with his wife, Heather, and three children. His oldest son just completed his freshman year at OSU.

Welcome to The Sell My Business Podcast. There's a saying that the only thing that's constant in life is change itself. And today's guest is certainly no stranger to the Deep Wealth community we've had him on before and absolutely delighted to have him back on a topic, which I feel is thought leadership at its best.

And we're going to go down some avenues you haven't probably thought of before. So, Todd, welcome back to The Sell My Business Podcast. It's great to have you with us. How have you been since we last spoke?

[00:04:48] Todd Wilkowski: Really really well, you know, looking to finish strong this year, it's been a great year, I think, not just for us, but certainly for our clients as they recover from a really tumultuous period. And yeah, looking forward to 2022, and you're either looking backward with regret or you're looking forward to opportunities and we choose the latter and I think you do as well.

[00:05:07] Jeffrey Feldberg: You're taking a page out of our book as well, looking forward. You know, it was interesting Todd and for our listeners, when we had our last podcast, we ended the episode, you and I were talking offline because you teased us with a few of your comments in the podcast. And we were talking about on the podcast technology and AI and where the legal profession is heading and we just touch the surface and offline, we're saying, wow, what a great topic. You don't really hear a lot about that, and in particular you don't really hear about what does that mean specifically for me as a business owner? And I know this is a passion of yours and your always looking forward and ahead of what does this mean and how can we stay ahead and just offer the best value to our clients.

And that's when we said, hey, let's have another fireside chat, just you and I, and talk about what does this mean? And what does that look like? So, why don't we use this as a jumping-off point?

So, Todd bring us up to speed. What's been going on with AI, artificial intelligence, and technology, as it pertains to the profession of law?

[00:06:02] Todd Wilkowski: Yes. We hear about a number of people saying two things. Number one they are surviving. And my challenge is you should be thriving at this point, right? And that's the message that your people need to hear.

And thriving means that you're looking forward to the future and you're focusing on the future and you're anticipating opportunities not pining for the old, this whole talk of new normal. And my idea in my humble opinion is nonsense and it's wasted energy. What we need to be looking at is opportunities. How our industries have been transformed or how they have been disrupted?

And in that new environment how are we going to continue to hopefully thrive if that's been our focus? And the whole AI discussion is one, just the COVID response period where we really hopefully had a chance to take a break from the absolute onslaught of tactical firefighting and think about our businesses and think about our industries and really in some ways how to make them more relevant.

And I like to talk about what we're trying to do with the outside fractional general counsel services has not just scratch an itch, and fulfill a niche in the market that has not been fulfilled but also to get our industry back to being more relational, and more curious and interested in building relationships with our clients instead of being really focused and satisfied with one-off transactions and very reactionary waiting for the phone to ring or waiting to react if someone gets sued versus really being actively involved in the business, building trust, understanding the business so we can be proactive as advisors. So, the whole idea of AI certainly in my industry has gotten some people concerned because if you're in the old normal, or if you're looking to get into what the new normal is, assuming that things will be normal It is going to be disruptive in our industry.

And that is because AI has the capacity to do some of the basic things that our associates for example have been doing. Like doing research and putting together research memorandums and making sure that they look at case precedent and what is active and what's not active. And sometimes even making arguments.

The other thing that it can do is it can do some due diligence or a lot of due diligence and review a ton of different contracts and organize the information. And frankly, it can actually even do initial draft pleadings. And in some ways, it's still being finessed but that's where it's going.

So, where does that leave our profession? If we're built on quantifying those hours. And a lot of that is training, which is good. It leaves us with, okay let's figure out what is it that we do that AI cannot do. And what AI cannot do is build relationships and give advice.

AI can provide us with the tools to review so that we can, if we know the client, give them really good actionable get to yes advice, but it can't do that. It can't build relationships. So, to me it's not just looking at it going, oh my gosh, it's coming and what are we going to do? It's coming.

And so let's figure out how we get back to basics and what we do that really will provide value because I think in many ways, in my opinion, we've lost our way. Because 50 years ago, Jeffrey, that's what we did. And frankly, for the small and medium-size firms, they still do a lot of that. But the big firms it's really become very one-off transactional. And to me personally, not very satisfying.

[00:09:26] Jeffrey Feldberg: So, Todd, what I'm hearing you say, and it's actually a really interesting thesis that you're putting forward because really what you're saying is, okay, fast forward to today, no judgment. It just is what it is. But we're in a situation where really, it sounds like it's more reactive. Something comes up that you reach out to your lawyer.

But so much could have been done beforehand, but now it's too late and it's trying to dig yourself out of a hole. And you've gone on to say that with AI, a lot of the manual kinds of things, that time-consuming kind of things that probably most business owners given the choice don't want to pay for in the first place.

They're just not being done. They're not doing it, but if you can deploy AI, yes, there's going to be a cost. But the heavy lifting is being done quicker. And I'm going to say maybe even at a higher quality perhaps than what you could do otherwise, and that frees up your time as an example as a general counsel, as just an advisor to the business of, hey, let's spend some time, let me get re-engaged back with the business what's really going on? And because of that free time, you're now going to pick up on things that would have been missed. Otherwise, am I getting that right, Todd?

[00:10:33] Todd Wilkowski: I think that's a great point. I think it's going to be great efficiency. It's just going to force people to refocus. Again, I think every industry should be taking a look at that. Where are the opportunities?

As we talked about in the last podcast, I don't view myself as a lawyer and I think we talked about that. I have a lot of respect for lawyers and frankly, I've been in the industry for 20 years and I think for a while there, I used to say I'm not a lawyer just to create discussion about what the heck are you. The reality is I am a lawyer, but I want to do it differently.

Not just me, but I want to see our industry do it differently. Because again, as a general counsel myself, before coming back to a private firm. I was a consumer of services. So, it's not that I'm just speaking theoretically or because I read something great in a book. This is what I needed as the general counsel of a large company, that really was more in a business partner role and really outsourced most of my legal services.

And this moves quick, you need advice. You need it timely because things change quickly. Again, you don't always need a 100 percent answer. That's too expensive and it takes too long. You need something that you can respond. And if you have a relationship with that client, you have a better idea of that they might actually use this to make that process go quicker.

So, you've got the resources and tools to provide the advice, the non-commoditized thing that we should be giving. yeah, I think it makes you more relevant too, and so the whole idea is we can stick with kind of where we are right now, and we see it all the time, which you get a phone call and the client says yeah, we're going to do this deal.

We've already got the LOI side and we're going to send it and who can paper this for us. And we're on the other side, most of us hopefully to say, oh my gosh, I wish you would've called me because we're seeing a lot of these deals. We've got better ideas of benchmark, how to structure this kind of what is market in terms of how much money upfront, how much should be seller financing, what should be in the deal that maybe you're not thinking about and how to structure it? But shame on us because we've been so reactive that they're like no I'm a little concerned because you don't know my business and let's be honest, the general reputation of lawyers are not facilitators of growth or deals that where the deal goes to die.

So, it's that and then you know, the other thing is people will not call us instead of where a problem is percolating or a dispute is percolating and we're sitting on the side. Oh my gosh. If you had called us, we had some creative ideas on how to maybe resolve this and preserve the relationship.

They're like, we don't know you. We don't trust you. We don't have a relationship with you. And as far as we're concerned, you're going to throw gasoline on it. You're not going to help us resolve it because in some ways you're not incentivized to do that. You're incentivized to get into the action battle, jump your fees up.

And at the end of the day, we spent a whole lot of money and either we didn't collect anything or, we had to pay something. There's a lot of thoughts to unpack in there, Jeffrey, but I think at the end of the day, we have a real challenge and a real opportunity and that's to change the paradigm of where we bring value.

And if we've been sitting on it for a while, we can't sit on it much longer because the industry is changing, like most are rapidly and we need to respond to it. Or we risk that we'll become irrelevant.

[00:13:56] Jeffrey Feldberg: And Todd you're so spot on because I know speaking from a business owner's side and Todd you've been there as well. You know, most business owners, it's really a negative feedback loop of what happens. You are not in touch with your lawyer, something happens. Maybe you're going to be doing a deal and you pay for the LOI like you're saying, and then you go back to your lawyer.

But you've already made mistakes along the way that take time and money to undo. I mean, most business owners are saying it's just too expensive these lawyers, you know, I get these bills and it's just over the top. I don't get a lot of value. And I suspect part of that is as business owners, we need to take some responsibility here.

When's the last time you updated your lawyer of what you're going to be doing before you actually do it? Hey, here's what I'm thinking. What do you think? Shoot me down here? Where are some weak spots and what's going on? And we don't really do that, but tell me this.

And I know AI is constantly changing. Todd, do you see it getting to a point where you take a client's files, you feed it into the AI. And, because here at Deep Wealth and some of business podcasts, we talk a lot about liquidity events. If a client is going to be having a liquidity event five years from now, just to pick a number, it could be a year from now pick your number.

But, you know, you're having a liquidity event and you begin to feed all the contracts to AI and all the employee agreements, all the IP. Is AI at a point today where it can analyze that and Todd come back to you and say, hey, went through all the employee agreements and here are some inconsistencies, or here are the contracts with customers. And I found some differences here. Are we there yet with the technology or if we aren't, what is it looking like?

[00:15:30] Todd Wilkowski: I think we're pretty close if we're not already there. And you bring up a great example. One of the things that we would have our associates regularly do in due diligence is look at the contracts, especially if we're going to assume them. And, we want to see things like, first of all, are they assignable?

Because if they're not assignable, then that's not going to happen. There'll be a void. What is there a most favored nation status, for certain agreements, which means that we are going to get the best pricing because we're agreeing to larger volumes, and what's the governing law? I mean, a lot of people don't even look at that, but you could have a really good agreement worked out. But if the governing law is not favorable to you as an employer, if it's an employment agreement or something else, or that jurisdiction is strictly going to be in the home court of that other client, you got to take that into consideration.

AI can take all of that out of these agreements now. You don't need to have an associate. Go and do that. And that was yet, and due diligence that was traditionally a paralegal or an Associates, a younger Associates role. That was part of our training and our education. So, they got a better feel for the deal.

So, eventually, hopefully, they move into a partnership role and they're not rolling up their sleeves on the tasks, but they're really strategically overseeing directing, and quarterbacking the deal. So, yeah, AI is already doing that stuff. I'll give you another great example. I was on with a vendor and one of the real needs that I'm seeing, there are less and less paralegals in the workforce.

And they provide an incredibly great function and certainly at a very competitive rate. One of my paralegals reached out and she said, I've got this vendor that I think we need to look at because we are very fortunate and blessed to have a number of clients that we are providing the general counsel services.

And soon as we scale it's hard sometimes to manage all of it in terms of, what's the annual reporting under the operating agreement or under the articles the code of regulations? When do those have to be papered with resolutions? What are decisions to memorialize the decisions that have to be made by the directors? It's hard to keep track of that. And so, what this thing will do, it will actually put all of that together in a dashboard on that client. And then the really cool thing about that is it can create organizational charts. It can create share, certificates, it can create standard resolutions, and then send you a notice to say these are due so you can let the client know. And then the other thing that is very appealing is it will actually create something akin to an electronic minute book that you can then share with your client.

Again, the old normal or whatever it was is the client would be calling you and saying, hey, I need a copy of this resolution, or I need to be able to see the by-laws. They're all going to be online for them. And frankly, there's efficiency there. There's maybe a couple of lost billable hours.

We're not looking them up and then sending it off to them. But to me, that's equipping and empowering the consumer and the client, and frankly, that's going to become more of the demand. So, that's done by AI. And there, will be some needs to look at some of the resolutions, make sure clearly that they're in good shape and they capture everything. But the initial kind of preparation for that, it's going to be done by AI.

[00:18:34] Jeffrey Feldberg: So, Todd, as you talk about this, a couple of things come to mind. So, firstly, it's almost as though we're back in the pre-computer era. And in particular, I'm thinking when spreadsheets came along, you know, before spreadsheets, it was very time consuming and complicated and all kinds of papers and these mechanical calculators to do everything. And now comes a spreadsheet and you put in a few numbers and wham, you get all these automated reports and statistics and regressions whatever else you want to do. And it sounds like in many ways, AI can do for business, what the spreadsheet did with all the automation and the intelligence built into it.

And so in that regard, we can, as a business expect to maybe not make some of the mistakes that we're making because it's being caught before it happens. If maybe some of our contracts go out of favor. Well, instead of finding out 10 years from now, we know on the spot, Hey this bylaw has changed or this law has changed. Change up your contract and do that. So, I see a tremendous advantage there, but I also know that there's going to be some who are listening that are saying, yeah, you know, okay. There goes the law profession. All these lawyers are going to be put out of business out on the street.

That's not good for the profession. I'd love to hear your thoughts on that because my first sense is that probably just like when automation came along, it wasn't a loss of jobs from a macro level. It was a shift in terms of where those jobs were. So, we'd love to hear your thoughts, what's AI going to do to the law profession? And how is that going to impact me as a business owner in terms of who I'm dealing with when I call my legal firm and who picks up that phone?

[00:20:05] Todd Wilkowski: Great question. So, I would start with saying I'm an abundance mentality person. I don't see this as necessarily putting lawyers out of business. What I see it doing is lawyers having to reflect on and they always should be doing this. What is their value add? And that's what every business should be thinking about besides their why is, what is their value add?

What is their blue ocean, even within their industry? This is going to become more and more expected, I believe of attorneys. And that clients are not going to be willing to pay for it and they shouldn't be because it's going to be expected. It's going to create new opportunities and that's why, again, I'm not here to sell the general counsel services group fractionally, but I think this really works very well in this because what it does is it brings in that element that you get with a small to medium size from that relational, that high touch, a very collegial feel, where they're closer to their clients, where sometimes you don't always get that with the big companies that you work with a much more transactionally based.

But yeah, especially like with what we're doing at Frost Brown Todd, I can be that person that goes out and spends time and builds relationships and trust again, which AI will never be able to do.

But then I've got all these incredible specialists then I can connect them with like a concierge. And I don't think AI, I mean, these individuals have built up incredible experience and judgment on what is the right tool, for example, to use if you're going to do a long-term incentive plan? Is it going to be equity is going to be non-equity?

 AI can't tell you that. So, I guess the idea is advice and it's also judgment. And so it's getting these people more into what their space is and what they've built in for best practices and lessons learned and then equipping and empowering them to bring that knowledge and that expertise to the client.

And it's also going to really move lawyers away from thinking that they can do everything, which most of them can't because law is complicated, but also taking some of those more mundane tasks and assignments having AI do that. So, that's going to free them up and their capacity to do what they do best and really what we should be doing more of, which is exercising our judgment and our advice and helping our clients to grow and achieve their objectives.

[00:22:26] Jeffrey Feldberg: Todd that's a terrific point. So, let's circle back to one thing that you said, and now let's combine the two concepts of really taking a strength and playing it against the strength. So, in the last episode, you introduced to many business owners, something that they weren't aware of. And it's a fractional general counsel or a fractional GC for short, which is very much like a fractional CFO.

So, a business who perhaps doesn't have the budget to have a full-time in-house lawyer to look after all the business matters can go to someone like your firm, Todd can go to you. And you could be that fractional GC for that business and keep them out of trouble. The best defense is a strong offense and you're there just to make sure that things don't go off the rails and keep things moving forward.

So, Todd, let's put your GC hat on now. So, as a general counsel, you are now enabled with AI and you have all these superpowers that you couldn't have before. So, walk us through what a day in the life of an AI-enabled GC would look like, and maybe it's not quite here today, but it's not that far down the future either.

So, what would that mean for me as a business owner now that you have these tools and the technology and the capability?

[00:23:34] Todd Wilkowski: So, that's a great question. I would say it doesn't look much different than what I'm doing now. Because again, the paradigm and the approach is consiglieri. And I like to say I'm a consigliere and relatively pragmatic. But I'm not going to put a horse out in your bed. I'm not going to go that far.

That's just a little bit too pragmatic, but if I've got that mindset, I am a connector of resources first and foremost. I'm out there with the black bag, diagnosing, not just the issues, that's defense, but also identifying potential opportunities and then bringing the resources to bear, to give them the advice that they need or the tools that they need.

And in certain cases, I would be working like, let's say, for example, working with I've got a paralegal and a young associate that helped me to form corporations and LLCs something that we didn't really do that much before because the way we were pursuing it was very cost-prohibitive because we weren't getting it down to the right level of expertise.

But then talking to that paralegal about where the ways that we can implement AI here to be able to make it more effective, more cost-efficient from our client, as well as introduce them to the concept because it costs money. It's an outside provider, typically a vendor that would provide it to us.

And then we pass it along to our client. So, we've got to make our case for the client, make our case to the client of where the value is. And typically, there's much more of a start-up upfront cost, as you're getting all of these things, your documents and your resolutions, and you're getting it into one repository that we can draw from especially when I'm talking about the electronic corporate minute books, but then the ongoing maintenance fee for that is much lower.

So, there's going to be a cost upfront. But to me, the great value is the accessibility, that the client now has to its own information. And again, what that also says is we really want to come alongside you in a relationship because if we had the one-off transactional, we would not want to do that.

We'd want you to be able to and have to call us every single time to get those kinds of documents in that access to information or, who are the current slate of directors or can we get a stock ledger to know exactly who's got ownership and that's all going to be online. So, then they can call us with more intelligent pinpointed questions.

And if, to me, if they're not dealing and they're not on that hamster wheel of constant fire-fighting of the things they're doing over and over again, they are going to be in the best position to identify opportunities where we can come alongside of them in other matters where we're not commoditized and where AI cannot replace what we do.

[00:26:11] Jeffrey Feldberg: So, it sounds like this instance, Todd, what you're saying is as a general counsel, AI, it really frees up your time. It gives you back more of your time that you can be more immersed with your clients. And even though your quote-unquote fractional with the time that you have, it would almost be as though you're actually there in the seat, full-time for that business and you just know what's going on and you have a familiarity with the business that you really are a true advisor at that point in time. Am I getting that right?

[00:26:40] Todd Wilkowski: Absolutely. And so, what we're trying to do with the fractional CFO because it's all about scale. If you grow too fast, And, you can't deliver on your promises to your customers, which is all about the first impression. If you grow your C-suite too fast, you're going to collapse under your own weight.

And so in this particular circumstance, we want to replicate what it looks like to have a general counsel in your company, especially when you're not culturally or financially ready. I think we talked about it last time, the GCs, the last person you add to your C suite, right? There's a natural progression, but if you hire wrong and they can't get out of their mindset, I would say deprogram from what their value is in a law firm versus what their value is as general counsel.

It's going to be a very expensive and short-lived hire. So, through the fractional, we can replicate that and the way we can replicate. We need to free up more time to be there, to be able to spend time with them, and to be able to understand their business and build trust with their decision-makers.

And so, what we've done with this, which I think is clearly the market's been clamoring for alternative fee arrangements and frankly enough CFOs want measurable and quantifiable. They don't want surprises. Where this thing works best is that we always work out a 12-month engagement with them and we give them a flat monthly fee.

And we have a pricing group that kind of helps us out with that. To be honest with you, we're going to go at risk at times, because we want to develop the relationship. We want them to get a real taste of what this looks like because it is different. And so a lot of that getting to know you and relooking at all your documents and doing a deep dive into what you have and what you don't have.

That's very time intensive and it's very cost-intensive, but spread out over time as a big firm, we can carry those costs until we can realize them. And what it does is it eliminates if it's a monthly fee, you're already paying me you're going to encourage your people to call me more. And if you've removed in essence, the impediment of the meter, what are those customers thinking, oh, if I call the lawyer the meter's going on, and so we want to remove that. We want to be at a point and we're achieving this where the CEO says to his folks, call Todd, call the team because we're already paying for it.

Let's get the most value out of it. So, by having those touches, we are as closely as we can replicating. If I was sitting in the seat all the time, we can't on a fractional basis, you can't absolutely achieve that, but that is the goal. And if we do that, we build trust. We know the business better. We can provide, get to yes advice.

 Because we're involved in it. We can help them to leverage their risk better because we know their risk appetites. We give them solutions they can use. And after 12 months we're hoping there'll be another 12 months and another 12 months. And it's going to be a long, sustainable win-win partnership and relationship.

So, it's completely blowing away. The old normal that we got into of one-off transactional and reactionary.

And you never want to practice that way. And frankly, as lawyers, if we're going to be relevant, we have to find ways to move from that. Because to me, if every lawyer is doing it that way, how do you differentiate yourself?

And why would people choose you? Why would people leave what they've got? If they think they're going to get the exact same thing with you.?

[00:29:59] Jeffrey Feldberg: It's interesting. And for all the business owners out there, I want you to really think about this for a moment because Todd's putting out really a number of very powerful strategies. And so, the first one is, Hey you need a general counsel sooner rather than later. And I'm going to encourage everyone to look at bringing on a general counsel not as a cost but as an investment in the following sense. When you have that oversight, you're going to make less mistakes.

You're not going to be digging yourself out of more holes. You're going to be doing it right the first time. And in fact, when you're going through a liquidity event, step number four of the nine-step roadmap in the Deep Wealth Experience, when you're doing an internal due diligence audit, the first thing that we recommend is to bring on an M&A lawyer, right away.

And business owners get puzzled. Well, why would I want to bring on a lawyer, I'm not even in the liquidity event? And the answer to that is the lawyer is going to have you do it once properly. The first time you're not going to be doing due diligence, which is painful enough multiple times. And so, Todd, when we parlay that into having a general counsel who's on board, but not just any general counsel, a general counsel who welcomes technology, who, in this case, welcomes AI, you're now supercharging the process because you have a general counsel who has the time to do those deep dives, to learn about the company, get to know the leadership, build out the business relationships. And that's very different than the transactional that we typically see.

And then Todd, you threw in the concept of a flat fee, 12-month type of business model. So, it's forget that the meter is running. Just call as you need it. So, you're going to get your value. So, a lot of very powerful concepts and strategies. So, Todd, let me ask you this as business owners out there, how do we interview our future general counsel?

I mean, what should we be looking for and perhaps the questions that we should be asking? And I'd like you to really keep in mind the AI aspect of that when you're sharing with us some strategies of what we should look for.

[00:31:59] Todd Wilkowski: So, what I would say if you want this approach. And by the way, I will tell you this personality-wise. It's like sometimes, unfortunately, it's like finding a diamond in the rough a little bit because there are some lawyers just by their personality type and what drives them. They're never really going to feel comfortable in this role in that kind of capacity, and some lawyers just by nature.

You know, we're Type-A, we're achievers, we're prideful. So, we don't necessarily want to be in the business asking questions. We don't know the answer to, that's not the way I'm wired. I like to ask those questions and spot those issues, because I know that ultimately, I'm doing that to connect them with a specialist, not to learn on their dime, and so I'm happy asking those questions because I've got a deep bench of specialists that I think the more we come to a realization that when they're consulting with me, in fact, I had a client the other day say, hey, Todd, please don't take offense, but who do I need to talk to at your firm? And I said, no offense taken.

That's what this model is about. Developing deep relationships, not just with me, but with my team, but also get me to the right person because I need an answer. I need to move forward. I really want to make sure it's something that's time-tested. And you know, it's got experience built-in because somebody doing more reps on it than you are.

And not to just overly focus on AI. AI is going to drive a lot of different changes, but in this particular model and where I think the law needs to go in terms of innovation, but really retroactively goes back to what it was just on a deeper scale, which is that access to greater resources.

I become a funnel. I become a connector. I become the quarterback. I become the strategic person that's looking at everything. I'm not solving a problem in the vacuum to create three problems over here. We like to call that whack-a-mole in a legal style. You know, I'm looking at it to say, okay, especially, I'll give you an example.

The whole thing with the vaccine mandates and again, everybody's got their own opinion on it and, frankly, it's been over-politicized, it's gotten way out of medicine and it's just become a dividing line. And unfortunately, it's really destroyed some relationships, but my clients were calling me when this came out and I'm talking about the privately-held businesses that, you know, have a hundred employees or more.

And they said we want to follow the law. One client called me and says, I'm in manufacturing, I've got 125 employees. I am just over the cusp of a hundred employees. If I implement this, I will lose half of my employees. I know it because they're not vaccinated. And it's been hard enough for me to not only hire but retain.

And he goes, you know where they're going to go. It's not just because of money. They're going to go to other companies that are under a hundred people that don't require this. And so I need to figure out a way to navigate this while making sure that all of these other considerations are taken into account, particularly, supply chain and labor issues are the biggest things affecting every industry. So, that's the way we look at it instead of Jeffery, anybody can give the legal answer. The legal answer is to get prepared. Get the vaccine history, put your procedures in place. Here comes the day. Lawyers, frankly, we create things that are so convoluted and complicated.

Only we can interpret it, but anybody can then provide what the law says. The question is what are the company's goals and objectives and how can we do that without going afoul of the law versus the law telling us here's what the solution is and you have to implement it. When, you know, darn well as a leader, I can't do that because of other considerations.

So, the general council motif is going to look in all of those different things strategically to be able to provide them with the best advice. And ultimately what's the best advice, Jeffrey? We use it all the time. Get to Yes. This is what do you want to accomplish here? How can we help you calculate risk?

How can we have you consider all things so there are no blind spots that are going to come back and derail you? But our job is not to kill the deal. We give you business advice and you can take that or you can leave that, but our focus has to be, how do we help the company sustainably grow and achieve their objectives? And if we don't get back to that forget AI, we're completely irrelevant.

[00:36:24] Jeffrey Feldberg: What you've shared is so relevant because really you've cut right down to the chase and it's simply this. You can have the best AI. You can have the best technology. You can have the best law firm for that matter. But as a business owner, if I don't have the right person as a general counsel.

So, if I have a general counsel, who's a get to no instead of a get to yes, I've got a problem. And so the takeaway is to find the right person who is the perfect fit for your business, who gets you. Has a get to yes personality, that get to yes philosophy, and then everything else will take care of itself.

 I think that's wonderful advice and it really brings us back to the center, back to the home of technology is going to come and go. AI is going to get better. AI is going to be in there, but what's nice Todd is you've reminded us in a very visceral way that you've got to have the right general counsel, the right person in the first place. Otherwise, none of it really matters when it comes to your general counsel if they're not the right person with that chemistry.

[00:37:20] Todd Wilkowski: And it's getting back to just even the word counsel, advisor, whether you want to call them the trusted advisor. Sometimes I'll use the phrase on that. You know, I happen to be a business person or happen to be a trusted advisor that went to law school just to change the discussion because there is so much sometimes either a negative inference about the term lawyer because of past experiences or even more so in the box, like this is what the lawyer does versus, you know, this is a trusted counselor. This is somebody who gives really good advice. It may be, I got a call a couple of weeks ago and someone said my son has relapsed and he is really struggling and it had nothing to do with legal issues, but they knew part of my goal is to be connected in the community with different resources.

And I was able to connect them with knowing them and knowing their culture and knowing their son with, I believe what is going to be the right drug rehab. So, they didn't have to go to Google and try to figure out something that was going to work.

And it has worked out incredibly well. Why? Because I knew the client and they trusted me. And they're going to call me on things that traditionally you wouldn't call a lawyer for because I'm not in the box of well, that's just what the lawyer does. That's what my counselor, that's what my trusted advisor does.

And they bring different indistinct values because of their connectivity, not just to my firm's resources, but outside of my firm. Again, what's our greatest value even more than an advisor or counselor. I tell people all the time you solve problems. Were a creative problem solver.

Sometimes we're perceived to create more problems and then solve them. At the heart of it, we are problem solvers. Everybody needs help in solving and sorting through problems and opportunities. And that could be your accountant. That could be your banker. That could be their whole team looking at it from different vantage points and providing a comprehensive 360 advice. You're not missing things. That's what we do.

[00:39:17] Jeffrey Feldberg: Terrific insights problem-solver is get to yes. You know what business owners find yourself a general counsel Todd, we've got to clone you. There's a whole other technology, we won't delve into that rabbit hole, but we've got to clone you and get you out there as a fractional GC for everyone.

[00:39:31] Todd Wilkowski: In response to that is my wife would clearly say, as help us if I get cloned but here's what I will say because one of the things I was put in charge of the general counsel group in December, and the first thing, honestly, what I was hearing is Todd general counsel is you, is you, we can't replicate this.

And I said that's not acceptable. Number one, because again, you don't want to clone me, but number two, I believe this approach is so needed in the marketplace and it's not there. So, what we went on a journey for is to, first of all, we put together a vision and the values and a vocabulary statement about the things that we had learned about the things that had resonated about the things that differentiated ourselves from the other approach.

And we capture that. And we've made that for internal resources to be able to identify people in our footprint that might be interested in practicing partially or fully as I do in this. I'm not a litigator, I'm not transactions or I'm a hundred percent fractional outsource GC. It's a new thing for our firm.

And so then we did that. we identified an initial group, starting to get people excited about this across our footprint because we felt like if we're going to scale this, we have to have a champion. We have to have someone in that market where people can go to, to get the resources, to ask the questions, and to connect the dots.

And then the last thing that we've done, which I'm very excited about is we have been working with an outside vendor to create an assessment. So, what we can do is because again, this is in all humility. Most lawyers cannot operate in this, right? You got to have the fervor, the hunger, and the personality to make it work.

And within this, you have hunters and you have farmers. That's one thing we learn. I'll be honest with you. I love to hunt. I love to go out. I love to build a relationship. It's not that I'm not relational, but there are some people they just love to farm and their minders and they can deliver on our promise of relational when we're out there looking for the next thing.

So, what that assessment will help us do is identify those within our firm. And also, if we have a prospective candidate who will succeed in this role because they have the underlying characteristics and then it will also identify areas of develop where we can pour into them.

We can mentor them, we can coach them. We can help them with some of this. It's not just a go-to-market strategy, but really, I hate to use the word, but it's true, de-programming them. What is their value to their client? Our paradigm right now as a profession is it is my billable rate times my billable hours.

And so you talk to somebody, did you have a great year? I had a great year because I billed a ton of hours. Okay. And in some cases that may be your role. You may be a grinder. The last thing you want to do is be around people. But we need you, you're a specialist. We need to connect you to those, but there are people and I can tell you, I would have been one of them, Jeffrey.

 If I would've come back and I was a litigator, I was a reactive problem solver. And half the time you've finished something, you do a great job. You resolve an issue for a client after litigation. I was sick of that client coming back to me and they were being truthful and said, Todd, I thank you.

If they said thank you. But I hope I never have to see you again. I hope I never have to call you again. And I thought my personality, no. I got to find a different way to do this because I want a relationship with you because that's where I'm going to provide the most value. In answer to your question, it’s not about cloning and replicating, but what it is about. Like every business, how do we scale this? And this is uncharted territory, but it's fun. It's like entrepreneurs get so excited because nobody's given them a handbook. They're just going out there getting after it, they see a need and they're fulfilling that need. And they're making the stakes and they're learning and they're getting better.

I wanted to share that with you because I think that's the really cool thing about this is we are trying to build this across FBT my firm's footprint, so we can better serve clients in all of our markets because I should not be the general counsel for someone down in Houston, because it's very high touch.

It's very high relational, but if I can equip somebody down there and park a secret sauce, part of this is just teaching individuals to be great students of the firm. And to think more in a general capacity about when I go out there, it's not about what I can do for you, Jeffery. It's about what my firm can do for you.

If I connect the dots, I know it sounds intuitive, but it's a tectonic shift in the way the industry is looking at things. And so, I'm willing to share on your podcast, on out there I'm speaking about this, I'm an abundance mentality person. I want to transform the industry so it's more relevant going forward and it's coming from a former consumer of services and one who sees the value in this, particularly in the small to medium-size markets privately held that are not again, culturally or financially ready for a GC, but they're not going to desire it. As you said before unless they know there's something different because change is expensive and changes disruptive. And if I think by changing, I'm just going to get the same old thing. I'm not going to do it.

[00:44:45] Jeffrey Feldberg: Well, Todd well said, and your passion is just oozing through and the listeners, they can't see you we're on Zoom right now. I'm seeing you and you're all lit up and yes, you were born to be a general counsel and it's just you through and through, which is so wonderful to see. And, you know, thank you for sharing that.

So, Todd, let's go down memory lane. It's going to be a little bit of a repeat for you, but we have this ritual and rituals are everything. And the ritual on The Sell My Business Podcast is we ask this one question, which you answered on the other episode, but you know, why not?

It'll have a second kick at the can and maybe you'll think of something else. As you'll recall, we looked at the movie Back to the Future because you have that magical DeLorean car that goes to any point in time. And so, it's tomorrow morning, Todd, you look out your window. The DeLorean car is there. The door is open.

You're all set to jump on in, and you're going to go back to any point in your life and it could be you as a young child, teenager, young adult, whatever it may be. Todd, what wisdom and life lessons are you telling your younger self?

[00:45:44] Todd Wilkowski: Failure is an excellent teacher. As you know more about me and I may have shared this I am a very deeply faith-filled person. And I do believe things happen for a reason. Although in the context of the immediate context, it's very hard to understand why, but approaching double nickels next June, I can look back at things and go, I am a better person for going through those. And I had to go through those things to learn more empathy and to learn more of a perspective about, how I can better serve my clients. When you come back, what's really cool about being in a company and then being back is the stories you have.

You know the stories of how you've seen these things play themselves out and how you were in the midst in a way that the business person can go, oh my gosh, I connect with that. You get what I'm going through. I mean, one of the first things I would tell folks is, we had a very big company that I was a part of and they were just a great company and they were national and had some international operations.

But because of the recession, the Great Recession in 2008, we found ourselves up against because of our commitments for our letters of credit, for insurance, and for some of our completion, our tail coverage on a certain project whereby missing one, and it was a very large electronic payment if that would not have come in. It almost Didn't as it was supposed to on Wednesday, we wasn't going to make payroll. Too big to fail. Most companies are not. So, when I go out and I'm able to talk to a business owner and I'm able to talk to them about, you know, I know that one of your biggest concerns is you've got to make payroll on Friday.

They go really? And then I tell them the story, or I tell them the story of that my CFO when I started, I didn't have a business degree. I didn't know how hungry I was going to be about business, but you know what I've learned, Jeffrey, you know, this business about leadership. The economics are important, but it's really about leadership and bringing people together with a vision about what they're going to do and how they're going to build something that's bigger than them and be able to help a number of people. And my CFO, very wise guy, he said hey, because there's one thing you need to remember about business. He goes, you only run out of cash once. I never forgot that when I'm out there and I'm talking to business owners and these folks, I use that story and they go, oh my gosh.

So, it just takes you out of that thing of, oh, the lawyer. And, you know, I love when they look at and they go they're looking at my card. Immediately go I thought you were a lawyer. And I'm like I went to law school and I am a lawyer, but I know where the value is. And I know we need to think differently to be relevant.

[00:48:27] Jeffrey Feldberg: I love that thought and it just encapsulates who you are and what you're all about. And as we wrap this up, I'll put this in the show notes. How can somebody reach, what would be the best way for one of our listeners they have a question they want to talk about you being a general counsel or about AI or just business and law in general? How can they get to you?

[00:48:46] Todd Wilkowski: I'm with the law firm of Frost Brown Todd about a 550-lawyer firm with offices in many states, but most in the Midwest, I happen to be located in Westchester, Ohio, which is about 19 miles north of Cincinnati. My email is twilkowski[at]fbtlaw[dot]com. So, my number is 5138708241.

And would welcome the conversation. As you can tell, I'm pretty passionate about this. And I'm also very open to even talking to other attorneys that really would like to practice this way. Because again, as someone who's an abundant mentality, there is plenty of room out here to serve our clients better in this way, Jeffrey.

[00:49:27] Jeffrey Feldberg: I love that abundance mentality and just how you look at things, Todd. Well, listen, Todd thank you so much for spending part of your day with us on The Sell My Business Podcast. And as we wrap up this episode as always, please stay healthy and safe.

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Jeffrey Feldberg: Are you leaving millions on the table?

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