Episode 136: UConn Professor Looks at Role of Law in Business

Robert Bird, a professor of business law in UConn’s School of Business, has a new book out –  “Legal Knowledge in Organizations: A Source of Strategic and Competitive Advantage.” Bird tells us that most companies believe that lawyers and legal knowledge are only necessary to avoid breaking the law or getting stuck in a lawsuit. Legal knowledge, however, is much more valuable than that and can be a source of competitive advantage for any company that wants to use legal knowledge in this fashion. Bird goes through the five pathways a business can use to make the law a positive difference and be a competitive advantage. In addition to interviewing Bird, co-host Izzy Harris talks about her recent experience working at the NCAA Women’s Final Four for University Communications.

Listen to Episode 136 at Podbeam

Mike: Well, hello everyone. Welcome to another episode of the UConn 360 Podcast. It’s Mike Enright from University Communications, along with Izzy Harris from University Communications. Hello, Izzy.

Izzy: Good morning, Mike.

Mike: You had quite an experience since we did our last podcast.

Izzy: I know I sure did.

Mike: Tell the podcast world where you were and what you did.

Izzy: So, I got to go down to Tampa for the Women’s Final Four. I had so many emotions and it was so amazing to see the women win, and I just got to meet so many wonderful fans and alumni that just were so passionate and happy to be a part of UConn Nation. Everyone that I talked to just was so nice and welcoming, and I felt like part of such a community while I was down there and everyone was so happy to help with content. I’m just so proud of the work that I was able to produce and the work that the team in Storrs was able to produce. We just really delivered an ultimate fan experience all weekend long and I can’t wait for next year, hopefully.

Mike: Well, let’s hope so. Maybe. Yeah. The work we saw back here in Storrs and all over the world, it was just terrific stuff.

Izzy: Yeah. Everyone just worked together so well. I just think we have a lot to be proud of here at UConn.

Mike: We sure do. And I’m glad you were able to be part of it.

Izzy: Me too. Wait, most important question. Do I look tan?

Mike: Not really.

Izzy: Okay, I guess I have to go back.

Mike: That means you were doing a lot of work.

Izzy: Yeah.

Mike: It wasn’t a fun trip. It was a business trip, as they say.

Izzy: Well, not to be cheesy, but when you love what you do.

Mike: There you go.

Izzy: Yeah.

Mike: There you go. Well, speaking of somebody that loves what they do, that’s our guest today here on the podcast. Robert Bird is a professor of business law at UConn. He’s the Eversource Chair in Business Ethics and he’s got a new book out, Legal Knowledge and Organizations: A Source of Strategic and Competitive Advantage. And I think the interesting thing about this book is that a lot of people and a lot of companies think you need lawyers when you’re in trouble. And I guess that’s true, but it’s not exclusive. You also can use legal knowledge at other points in the life of your business or as an individual. It can be used as a competitive advantage for companies who want to use legal knowledge in this fashion. He’s been here at UConn since 2004, earned his undergraduate degree from Fairfield University, and his law and MBA degrees from Boston University. He’s a native of New York City, he tells us. So, we’re excited to have you here today, Robert.

Robert: Thanks so much. I’m happy to be here.

Mike: So, tell us, I gave a little bit about your background, but tell us in a little more detail what your background was like before you came here to UConn.

Robert: I sure can. So, I graduated with a JD MBA in 1996 and 1998, and for many, that seems like the dinosaur days so long ago. And what I wanted to do was practice law at a large law firm. But what I found when I was practicing is that there was a focus on defending litigation. There was a focus on conflicts and representing your client, but I was always interested in how can we use legal knowledge as a positive force? How can we use what we understand and what we learn in law school to help not only protect companies from liability but also use it as a source of value?

Then one evening, I just offhand happened to teach an adjunct course at Manchester Community Technical College here in Connecticut. And I got to work with outstanding, bright, hardworking students. And then I realized, you know, you can make a living teaching full-time and work with students for the rest of your career. Well, sign me up. So, I taught as an adjunct at Sacred Heart University, Fairfield University, I worked at another university for four years, and then I wound up at the University of Connecticut. And I have never looked back. It has been a very exciting 20 years where I explore a lot of interesting topics. At least they are interesting to me.

Izzy: So, I have to tell you that I actually am in the MBA program and several of my school friends have had you as a professor. And everyone just has such positive things to say. They’re always like, you gotta take B Law with Robert Bird, it’s such a fun class and you know, they say you keep it interesting and engaging and that it’s genuinely fun to listen to. So, I’m looking forward to taking your course in the future. Hopefully we get to cross paths in the MBA world.

Robert: It would be my honor and pleasure, and I’ll be sure to send them all a small check for their kind words that they sent to you.

Izzy: I was just going to say, any extra credit that I’m able to receive in the class, like we can keep this podcast in mind, right?

Robert: We can keep this podcast in mind, absolutely.

Izzy: Love it. So, when people hear about or see lawyers in the workplace, I think that there’s always like this association that it means trouble, but you seem to argue that, you know, that’s not always the case. Lawyers and trouble, they don’t always have to be in sync. So, can you tell us a little more about that?

Robert: I sure can. And if you’ve gotten this far in this podcast, even with the intimidating sounding book title and this idea of law and business, congratulations, you’re going to be in for, I think, an entertaining ride.

So, when most lawyers walk into a room, what managers will think is, oh God, the lawyer’s here. They’re going to slow down my deal. They’re going to stop my business plan. They’re going to tell me what I can’t do. They’re going to waste my time. They’re going to waste my money. And they’re going to be, they’re going to be negative. They will be, as some say, the kings and queens of no, the Chicken Little of business.

And that leaves management, I think, feeling rather frustrated because they’re trying to make a buck. They’re trying to meet the demands of their markets, and they don’t want some legal counsel who’s only thinking about disputes to slow them down.

That said, attorneys can bring so much more to the table. Legal experts, compliance professionals can be part of that conversation just by changing your thinking about legal rules and legal obligations.

Legal mandates do have a cost, but embedded in those mandates is also an opportunity, an opportunity to capture what the management professors call competitive advantage. It’s this idea of capturing value in a way that your rivals easily cannot. And if you can attain that, you have a source of revenue, you have a strength that will carry with you for a long term. And general counsel, compliance professionals, anyone who’s knowledgeable about the law can make that happen. You just need lawyers and business people to talk to one another.

Mike: In a former job I had, whenever the lawyers showed up, we used to say it’s Dr. Death.

Izzy: Oh, Dr. Death? Death. That sounds scary.

Mike: So, I’m glad we’re getting a different perspective here today.

Izzy: My mom’s also an attorney and I always have questions for her and it’s just like funny to see that perspective because my mom is so bubbly and silly and having Dr. Death associated with an attorney is just like such the opposite of what a lot of attorneys are.

Mike: It was never a good day when Dr. Death showed up.

Izzy: Ugh. Well.

Mike: But again, we’re getting a different perspective.

Izzy: Yeah. Mom, if you’re listening, you were not Dr. Death.

Mike: So, in your book you talk about the five pathways that firms use to pursue legal strategies. Can you briefly go over those pathways?

Robert: I sure can. By the way, hi Mom. Look forward to having your daughter as a student. She will be excellent in this class and learn a lot as well.

When I talk about these topics, by the way, students come in and think, I have to talk about, I have to take a law course, that’s really boring. I’m here because it’s required. When they’re done, they say, I can’t believe I didn’t know what I didn’t know. I’m so glad I took this law course, even though I didn’t want it initially.

And one of the things I talk about are these five pathways of legal strategy. What these five pathways are different decision making mechanisms. These are five ways that firms look at the legal environment of business and how they respond. So, what I’ll do is I’ll go through each one in turn.

The first pathway is called avoidance. Avoidance. The goal of avoidance is really to avoid the law. It means you think the law is a waste of time. You don’t want to follow it, and you will only do so when you get caught. This is not a place you want to be as an organization, and if you’re a lawyer for that organization, this is a real problem because it’s only a matter of time before you’re going to get caught.

Companies that finally realize that perhaps the law has some utility may follow the second pathway, which is called conformance. And what these companies do is they check the box. They say, look, we have to follow these legal requirements. They are costs, they are a waste of time. They’re a nuisance. They’re enacted by lawyers to keep lawyers rich, but we know we have to follow them. So, what they do is what we call checkbox compliance. You do the minimum; you follow the law and move on.

For example, if it is illegal to commit sexual harassment in the workplace, which it is, a conformance company will just put a notice on the wall that says sexual harassment is illegal. Don’t do it. And they feel that their job is done. They wash their hands of it and go on to the business of doing business.

That’s not enough. You’re leaving a lot on the table when you do that.

Third pathway, prevention. These are companies that are a bit more sophisticated, and what companies do when they’re sophisticated is they think about legal issues as business problems. So, a company will try to solve legal problems before they arise. This is where most good companies are.

I’ll give you an example, again with sexual harassment. If a company knows they have to eliminate sexual harassment in the workplace, what they’re going to do is provide training to their employees. This is how you stop it from starting. Here’s a hotline you can call. There’s an ombudsman that can resolve conflicts.

When a company does that, now they’re trying to solve legal problems before they arise, and law and businesspeople are working together.

But wait, there’s more.

Your fourth pathway is known as value. This is when companies perceive legal knowledge and legal requirements as a source of competitive advantage. They see it not just as a burden, but also as an opportunity. Again, to use the example of sexual harassment, a value-oriented company will see that sexual harassment laws provide an opportunity not only to stop this behavior from happening in the workplace, but it’s also an attractor of talent.

If you are a company that can truly say that it is an environment free from harassment, you are going to attract great talent from the marketplace, and people that work for you aren’t going to leave. Because if someone leaves because the law keeps getting broken or they keep getting harassed, they’re taking with them all their knowledge, all their skills, it’s going to be walking out the door.

What the company will lose is one big fancy phrase, alert: firm specific human capital. Everything they know about the company just walks out the door with them. And now you’ve got to train someone new, not a great place to be in.

So, if you really understand the value of these rules, you can keep and retain your talent, and that’s a competitive advantage that other companies won’t have.

The fifth and final pathway: transformation. This is where a company uses the law to rethink how the entire organization works. Few companies can do it, but the benefits are significant when they can.

A company can look at its family medical leave policies, sexual harassment rules, and say to itself, you know what? We’re going to turn ourselves into a feminist organization.

Now what does that mean? All it simply means is that it’s an organization committed to the equal rights for women throughout the organization, in every corner. Every term or condition of employment is to ensure women have an equal opportunity for success.

And if you can create a feminist organization, you’ll have something that few other companies can match today, and you will have a source of competitive advantage that will last for a long time.

Izzy: You mentioned that students at the end of your course are often reflecting and saying, you know what, I’m really glad that I took this course. And they go from learning something they didn’t think they needed to know to genuinely being interested in it.

So, for those that aren’t lucky enough to take your course, who do you think would best benefit from reading your book?

Robert: That’s a good question. There are a variety of different markets, of different groups that can really benefit from this understanding.

First, it’s legal academics and business law academics like myself in business schools and law schools around the United States and beyond.

But beyond that, this book is most relevant to, I think, three or four distinct groups.

First, in-house counsel. Anyone who is an attorney or a legal expert for an organization will benefit from this book because it shows how to transform your thinking about the law in a new and innovative way.

Second, compliance professionals. Compliance is such a tough job. Everyone thinks you’re just a rules nanny, and your job is to make everyone’s lives harder, when in fact, compliance professionals are the soul of the organization.

This is where ethics are kept. This is where the values are kept. They’re the ones that say to others, who am I in this organization? What is our purpose? Are we just here to enrich shareholder value, or do we have something more, broader, or more important to achieve?

Compliance professionals will benefit because it talks about how to make compliance relevant and important.

Third, managers who deal with significant regulation. If you’re listening to this podcast and you deal with legal rules all the time and you want to know how to navigate them effectively and maybe use them to your advantage, this book can help you do that.

And then finally, law firms and lawyers. Law firms and lawyers are frequently trying to distinguish themselves from one another. So, one law firm will say, why should you retain us as your counsel? Here’s why.

If you understand how legal strategy works, you can distinguish yourself from your law firm rivals and be able to better acquire and retain clients over the long term. I mean, really, what’s not to love about having all these benefits for these different audiences?

Mike: So, this is the first book you’ve written, and you’ve written for a lot of publications and a lot of journals. But tell us, in general, what’s the process of writing a book like? How long did it take you? You start with this blank computer screen; you’re teaching at the same time. What’s the process of writing a book? What was it like for you?

Robert: It’s quite a challenge. The first thing you have to do if you’re writing a book, especially as an academic, is I have to peel myself away from my students, who I very much enjoy spending time with. Teaching is such a pleasure. That’s why I got into this business, right? To share knowledge and learn.

So, you’ve got to step away and give yourself the time to think about a problem over a significant period.

Writing a book, even a fiction novel, is like crossing the Atlantic in a rowboat. You’re all on your own. You can’t see the end, but you’ve got to just keep paddling.

And you start off with this blank screen and say, how the heck am I going to write a hundred thousand plus words on something that someone wants to read?

So, it takes really patience, and it takes a commitment to what you have to say. You have to truly believe in what you’re writing in order to be persuasive in that writing, so someone’s going to buy it.

Each day, you just chip away at it. It’s like building an enormous building with just the most primitive of tools. You do it one step at a time.

Then ultimately, when it’s finished, it goes through a proofing stage and then it’s ultimately published.

What a book really gives you is the opportunity to think about a problem deeply and in a broad and significant way, so you can say everything you want to say in a manner that you want to say it, and that hopefully people out in the marketplace will find it valuable and relevant.

Mike: Were you a nighttime writer, a daytime writer? What was your time of day that you wrote?

Robert: I was an anytime writer, which means when I had the opportunity to write and when I had the inspiration.

My theory about writing is that every writer has an invisible fairy that works with this writer, and this fairy will sprinkle pixie dust on top of the writer that gives the writer the opportunity to innovate and to explore and to generate new ideas.

Some days you sit in front of that desk and the fairy is spreading that pixie dust. Wherever she lands, the ideas come freely, the writing comes smoothly.

Other days, I’m looking at my screen and my fingers aren’t touching the keyboard because you have nothing new to say.

So, you take time when you can. I find that sometimes late afternoons and evenings are best. The day of the work is done. I may not have time with my students, but it’s that inspiration.

There have been opportunities I’ve been driving in a car on the way to Storrs where I have a new idea. I say, I’ve got to remember this. So, you pull over to the side of the road safely, pull out your notepad, scribble down those ideas, get back in the car and make sure you can get to campus on time.

So, it’s whenever you find that inspiration.

If you’re ever thinking about writing a book or any lengthy document, don’t let the length intimidate you. You take it one step at a time. And if you believe in what you’re writing and you know it’s important, that inspiration will come.

Izzy: Well, I could really use some of that fairy dust right now at this point in the semester. I’ll tell you that right now. Yes. So two-part question for you. How long did it take you to write this book, and now that you’ve done the process, would you do it again?

Robert: That’s an interesting question. A book can take a few years to write, and that’s from the time you write the first words on the first page until it reaches the marketplace.

But the ideas of the book take far longer to manifest. I looked in my files and I found a piece of inexplicably pink notepad paper. Notepad paper that was rumpled and messed up, but on it, it said, “Ideas for legal strategy” and it was dated August 2001.

So, this book really has been 24 something years in the writing.

What you do is you gather ideas from your students. You gather ideas from reading. And then when you finally have that knowledge, you’re able to write it.

Also, I teach. I’m a lawyer. I have a JD. I have an MBA. Lots of people do. I teach in a business school, not a law school.

That was extremely helpful for writing this book, because my business colleagues, their focus is management, marketing, accounting, etc.

Sometimes they’ll ask me, why are you here? You’re a lawyer, we’re a business school. Why do students need to know about the law?

When people that are experts in business ask you why you need a lawyer around, it forces you to really think about that question in a way that academics and businesspeople can understand.

They say the strongest steel comes out of the hottest fires. And if you’re asked questions rigorously about why you exist and why you’re needed in a business school, it can help give you the best answers.

So, from my colleagues, who I adore dearly, professional staff, students especially, they’re your sources of inspiration.

You can find inspiration no matter where you are, in writing what it is you’re passionate and committed about. And this is what I get excited about. So that’s where it all came from.

Mike: So, what do you like to read when you’re not writing about legal affairs?

Robert: That’s a good question. Yes, I do have a life in my spare time.

A couple of passions that I really enjoy in addition to writing, I practice yoga. Yoga is relaxing, it’s engaging, it can be challenging, and at the end, my mind is clear and at peace, and I’m able to bring ideas to the fore.

I also, believe it or not, in my spare time, I’ve played video games for many years, and I still do. I find it a rewarding activity. Friends that play online, find your amusement where you can get it.

Variety of books that I read; I will look at books related to decision making. I’ll look at books related to habits and how people process information and knowledge. I’m always looking at books that help me think differently.

A real exciting book that I can recommend, that I didn’t write, I wish I should, is called Thinking, Fast and Slow by Daniel Kahneman.

He’s a Nobel Prize winner. And this book talks about how we have two kinds of brains. We have a fast-thinking brain and a slow thinking brain.

His goal is to show us how we should rely more on our slow thinking brain and not use our fast-thinking brain to take shortcuts. Because when we do, we make bad decisions.

And another interest I have is ethics.

There are four legs to the table of values-driven management that every organization has: business ethics, corporate social responsibility, your obligation to others, sustainability, your obligation to resources over time, and business and human rights.

I’m committed to finding ways to have organizations see the value in business beyond maximizing shareholder value, so they can make a difference not only for their customers, but for their society and their world.

And if I can make the business environment a better place, a more honest place, a more ethical place, I’m doing my job and I’m meeting my goals.

Izzy: So, you’re a past president of the Academy of Legal Studies in Business. Can you tell us a little more about that organization and your role in it?

Robert: I certainly can. The Academy of Legal Studies in Business is an academic organization that’s been around since 1924 and it comprises law faculty who teach legal education in business schools, and we have members from all over the world.

I’ve attended each year since the late 1990s, and I was president in 2019, 2020. And I actually had the privilege of hosting our very first online conference.

So, picture this, it’s March 2020. I’m about to host a conference in August of 2020 in Providence, Rhode Island. But what happens during that time that interrupts almost everything? You got it, COVID.

So, I had to make the decision of withdrawing a real-world conference, creating a brand new one, and trying to convince my membership to attend an online conference for the very first time and build it from scratch.

But what we do is we teach about the importance of legal education in business. We teach business students why you need to know the law. Because if you don’t know the law, it’s like trying to play basketball, for example.

What a great thing to talk about, especially with the good news we got from Tampa. It’s like playing basketball but not knowing what the rules are.

You may be a great dunker, but if you don’t know what the referees are going to say when you do something or when they intervene, you’re not going to be very effective.

And so legal education provides that role. And I’m proud of UConn that it provides legal education to every undergraduate and graduate business student.

I’ll let you in on a little secret just between us. Nobody else is listening. Shh.

Mike: That’s not completely true, but okay.

Robert: We’ll just make sure. Okay, just between us. There are actually some business schools at the very top of the academic hierarchy who graduate their students with little to no legal education.

These are students that don’t know how to read a contract. They don’t know how to hire and fire an employee. They don’t know what insider trading is and how to avoid it. They don’t know how to deal with regulators.

And these students are highly paid, highly intelligent, ticking time bombs just waiting to go off when they make a legal mistake.

UConn doesn’t have this problem. We train our graduates to think about law in new and interesting ways because I think the topic is so fascinating.

And you know what? If you’ve listened this far into this podcast, congratulations. Hopefully you found it interesting as well.

Mike: Well, I hope so. Give us the commercial portion of the podcast. If somebody wants to pick up a copy of the book, what’s the best way to do it?

Robert: There are two ways to pick up a copy of this book.

First, you can go onto Cambridge University Press’s website. The book is available there, both in soft copy and hard copy.

And it’s also available on Amazon.com, just like everything is.

Izzy: And one last question for you. Going back, I had asked you a two-part question and I don’t think we got to the second part of, would you write another book again?

Robert: Would I write another book again? Yes. It’s only a matter of time, and I’m starting to build up the ideas to make that book a reality.

Izzy: So, you’ll keep scribbling down those notes on the pink notepad and find it a couple years later and it might spark a new idea.

Robert: Exactly. I will scribble something now, and then 24 years later, I’ll find that same notepad later.

Writing a book is a journey, and actually putting words on the keyboard, on the screen, is just one step of it.

Writing a book is about seeing the world around you, observing opportunities, and then realizing I have enough that I want to say to write something that’s important, that someone’s going to want to read.

So, this is not the first book. A second book will be forthcoming, just a matter of time.

Izzy: Alright, you heard it here first, folks. It won’t be the last.

Mike: And we’ll have him on the podcast again.

Izzy: Definitely.

Robert: I would very much look forward to that. What a pleasure to talk to all of you.

Mike: Robert, thanks for joining us today. It sounds like it’s a really, really interesting topic and one that probably a lot of people haven’t given a lot of thought to. So, thanks for joining us.

Robert: My pleasure.

Mike: Izzy, glad you’re back from Tampa. Glad it was a great experience. And go Huskies.

Izzy: Go Huskies.

Mike: And for those listening, thank you. And we’ll talk to you next time on the UConn 360 podcast.