The Journal on Sports and Entertainment Law recently sat down with attorney Rachel Barnett, General Counsel of Travelzoo Inc. (NASDAQ: TZOO), a global Internet media company and trusted publisher of travel, entertainment and local deals. Ms. Barnett runs the legal department and is responsible for all aspects of Travelzoo’s domestic and international legal affairs. As General Counsel, Ms. Barnett manages a wide-range of legal matters for the company, including, among other things, corporate governance, employment, intellectual property, corporate transactions, securities compliance and general litigation. Prior to joining Travelzoo in 2013, Ms. Barnett was a member of the Litigation department at Skadden, Arps, Slate, Meagher and Flom, LLP, where she specialized in representing corporations and their officers and directors in a variety of litigation matters including merger and acquisition litigation, shareholder derivative lawsuits and securities fraud class actions at both the trial court and appellate levels. She earned her juris doctor degree from Columbia Law School and a Bachelor of Science degree from Cornell University. Ms. Barnett clerked for the Honorable Vice Chancellor Stephen P. Lamb of the Delaware Court of Chancery.
In the Spring, Ms. Barnett co-teaches the course “Exploring the Role of the General Counsel” at Columbia Law School along with the General Counsel of LVMH Moët Hennessy Louis Vuitton Inc., Louise Firestone.
The interview was conducted by Loren Shokes (Class of 2017), the Executive Editor of Online Content and the Online Interview Editor for the Harvard Journal of Sports and Entertainment Law. The interview is part of JSEL’s interview series with lawyers in the entertainment and sports field that will be featured on JSEL’s website. It has been edited for clarity.
**Please note that, throughout this interview, Ms. Barnett was speaking in her capacity as an individual and a scholar, and not as a representative of Travelzoo or any of Travelzoo’s affiliates**
Loren Shokes, Journal of Sports & Entertainment Law (JSEL): I read that as General Counsel you are responsible for all aspects of Travelzoo’s domestic and international legal affairs, which includes managing the company’s corporate governance, intellectual property, corporate transactions, securities compliance and general litigation. With such a wide range of responsibilities, do you ever use outside counsel, and if so, how do you decide when to do so?
Rachel Barnett (RB): As General Counsel of a global company, there are a variety of legal matters that surface in any given day. For example, I could be drafting an SEC filling one hour and then advising our Human Resources team on an employment matter the next. It is the range of responsibilities that makes the role of a global General Counsel both challenging and exciting. While I strive for efficiency and handle most matters in-house, there are times when the company needs advice from outside counsel who has expertise in a particular area. To that point, one important responsibility of the General Counsel is using good judgment in deciding when to retain outside counsel and when to handle the matter internally to save on costs. For example, if the legal question regards a matter that could expose the company to $2,500 in liability, it probably would not make sense to seek the assistance of outside counsel and be charged more than the matter is worth. However, if you are faced with a larger issue such as a bet-the-company litigation or an acquisition opportunity, it is prudent to seek outside legal assistance.
JSEL: While there is no “typical day,” can you describe the kinds of tasks, duties, and responsibilities you have in a typical day or week?
RB: I agree with you that there is no typical day for an in-house lawyer. With that said, there are a number of tasks that an in-house lawyer faces on a daily basis, which often include such things as negotiating commercial arrangements, working with Human Resources on employment matters, advising on corporate governance issues, reviewing marketing materials, and overseeing intellectual property matters. When I speak with other in-house colleagues, we discuss our similarities in how the role requires us to maintain an ongoing checklist of tasks that are prioritized and then managed. Ultimately, I strive to provide advice that is practical, that fits within the business objectives of the company, and that can advance the business forward.
JSEL: I understand that you are Travelzoo’s first in-house counsel. What were some of the challenges and surprises of being able to establish Travelzoo’s in-house department?
RB: When I started at Travelzoo a little more than three years ago, there was a lot to learn about the Company’s history, culture and operations. The Company was relying exclusively on outside counsel and legal expenses where higher than they needed to be. I believe it was good timing to have a General Counsel join the Company because, at that time, Travelzoo was in the process of expanding and developing new products, syndicating its travel content through multiple media platforms, developing a hotel booking platform, and broadening its operations globally. This provided me the opportunity to dive right in and provide legal assistance for these growing areas of the business. The initial challenges that I faced as the first in-house counsel revolved around building confidence and trust with employees so that they knew they could rely on me for advice. I wanted to establish myself as a business partner to my colleagues rather than a legal road block. I also made an effort to build a reputation of responsiveness so that the business could count on the legal department to respond timely when urgent matters arose.
JSEL: Prior to joining Travelzoo, you first clerked for the Honorable Vice Chancellor Stephen P. Lamb of the Delaware Court of Chancery and then worked as an associate in Skadden, Arps, Slate, Meagher and Flom, LLP New York office. Can you discuss the transition from being a clerk to an associate at a top big law firm to in-house counsel?
RB: I have been fortunate to sit side-by-side with some of the foremost legal experts and attorneys in the world. My experiences and the associated mentorship I received from these top legal professionals early in my career provided me a solid technical foundation to grow from. As a law clerk, I saw first-hand how corporate issues were litigated and resolved in the courts. A clerkship gives you a behind the scenes look at the judicial process. Vice Chancellor Lamb refined my critical thinking and pushed me to strive for writing perfection. Through the clerkship, I was able to develop a deep understanding of the practice of law in the Delaware courts. When I transitioned to Skadden, the first thing I had to learn was to become more of an advocate. I spent the year of my clerkship listening to both sides of the argument and approaching cases objectively. At Skadden and as a litigator, the focus was shifted to advocating for your clients and writing more persuasively. I became skilled in defending companies against shareholder lawsuits and counseling boards of directors on corporate governance matters. My move in-house allowed me to expand my legal knowledge, become more of a generalist, and dive deeper into the commercial aspects of a company. I was no longer advising on a technical legal issue or a one-time litigation exposure for a particular client as was often the case at Skadden. Rather, as General Counsel, I learned to think in a different, and more practical, way. I became strategic, studied the inner workings of the company and considered the overall business strategy and associated company objectives when providing legal advice.
JSEL: Along with Louise Firestone, the GC of LVMH, you taught the course Navigating the Challenges Faced By In-House Counsel during the Spring 2016 semester at Columbia Law School. What is the most important lesson you want students to take away from the course?
RB: I think many of the classic law school classes teach students about legal theory and how to spot issues and apply the appropriate law. The classes don’t necessarily teach you the practical side of commercial law such as how to write an email to the CEO, how to make sure the CFO is properly reserving in the company’s budget for legal matters or what in-house counsel (the client to the law firms) are thinking when deciding whether to retain outside counsel. The class that Louise and I designed at Columbia is meant to educate students on the practicalities that go on in the business world. The lessons we teach are based on real-life simulations that expose students to actual matters faced by in-house legal departments in Corporate America. The premise of the class is for students to run the legal department of a technology company as it successfully grows from a VC-funded enterprise and ultimately decides whether to IPO. By asking the students to envision themselves in the role of in-house counsel, we intend for the course to teach students how to exercise commercial judgment and to act decisively, all the while navigating a complex corporate environment.
What surprised me after we taught the class last Spring was how quickly the students absorbed the practical elements and were able to apply them in a simulation-based learning environment. I think more law classes should be developed that provide similar hands-on experiences since they are directly relevant to the actual practice of law and prepare students for real life experiences.
JSEL: From your own personal observations, what are some of the similarities and differences between your position as General Counsel of a travel company compared to Ms. Firestone, the General Counsel of LVMH?
RB: When Louise and I met for lunch to brainstorm ideas for our course, we noticed that we shared similar experiences even though I worked at a travel company and she at a luxury goods company. You start to realize that there are categories of legal issues that arise no matter which industry you operate within. For the most part, legal departments in Corporate America advise on employment matters, handle IP matters, negotiate agreements, counsel the Board of Directors on corporate governance matters, work with regulators (although may be different regulators depending on the industry), oversee litigation and assist in mergers and acquisitions. It really comes down to the fact that a General Counsel is a legal generalist and acquires knowledge about the many different areas of law. I believe the skills you acquire as a General Counsel are transferable to other industries. You can learn a lot by comparing notes with other in-house counsel.
JSEL What drew you to join Travelzoo?
RB: The people. Travelzoo has an entrepreneurial culture that brings together a diverse group of global professionals who are excited, passionate, smart, creative and have a thirst for travel. While at Skadden, I worked on a variety of legal issues for Travelzoo and had first-hand experience with the company’s executive team and culture. I was confident when I joined Travelzoo that I would have the support from the leadership team, be empowered to develop the legal department, and be surrounded by a positive and challenging working environment. I also believe in the Travelzoo product and its mission to recommend the best travel deals to its members.
JSEL: What advice would you give law students interested in pursuing in-house careers?
RB: I would recommend that law students who want to pursue in-house careers to first get deep, technical experience at a law firm. A firm will teach you the skills you need to analyze legal problems and advise the client. However, when you are at the law firm, make sure to get out from behind your desk and form relationships with others. Try not to spend every day in front of a computer during lunchtime. The work will get done – it always does, and the meeting or event you missed could have led to a life-changing relationship.