Tell us about your background as a General Counsel and current career status…

I currently work for Glass Lewis, a global proxy advisory firm that helps investors drive value across all of their governance activities.

We produce research and data, as well as recommendations, on management and shareholder proxy proposals that are voted on at public company meetings. We cover over 30,000+ meetings each year, across 100+ global markets, as well as provide vote execution services through our industry-leading vote management platform. Our clients include the majority of the world’s largest pension plans, mutual funds, and asset managers, who collectively manage more than $40 trillion in assets. In addition, we engage extensively with directors and company executives, to help companies incorporate an improved understanding of investor perspectives into their corporate strategies. We have teams located in the United States, Europe, and Asia-Pacific.

I landed my role at Glass Lewis in a somewhat unusual way, and to explain I should start by providing a bit of background about myself. When I was in elementary school, my parents decided to move to Mexico, and throughout the rest of my childhood we moved back and forth between Southern California and Mexico. After graduating from high school in LA, I decided to go back to Mexico for law school (which is a 5-year undergraduate/graduate legal degree). After law school, I worked for a law firm in Mexico, mainly focusing on corporate, commercial and cross-border transactional work for U.S. companies investing in Latin America.

After a few years, I moved back to the U.S., passed the California Bar Exam, and got an LL.M in Corporate and Securities law from Northwestern. Initially I was focused on joining a Biglaw LATAM practice group (assuming that would be the logical next step for me). But in one of my job searches, I came across an interesting posting for a start-up called Glass Lewis that was based in San Francisco. The company was only a year old at that point and they were looking for professionals with backgrounds in business, law, finance and/or accounting, a deeper understanding of corporate governance, preferably in markets outside of the U.S., and multiple language skills, to help them expand into markets outside of North America. At the time, I didn’t really know much about proxy advisors but their role in the capital markets was very interesting to me, everyone I met seemed genuinely excited about the work, and it was intriguing that I could leverage both of my law degrees (civil and common law), as well as my English, Spanish and French. I decided to take a leap of faith and packed my bags for SF.

My initial two years at Glass Lewis were spent developing our first set of policy guidelines for companies in LATAM and Continental Europe, writing and publishing research reports, and ultimately hiring and training our first international team of research analysts for those regions. Then, when Glass Lewis’ founders (both former lawyers), left the firm, the need for an in-house counsel arose and I transitioned into the legal function. September of this year will mark my eighteenth anniversary at Glass Lewis.

How does your industry help define your role as General Counsel?

Proxy advisors play an important role helping institutional investors meet their fiduciary duty to vote thousands of securities on behalf of their participants and beneficiaries.  We do this by providing these institutional investors with high quality, independent analysis of governance, environmental, social, finance, accounting, legal, and reputational risks at public companies worldwide. To ensure their proxy voting guidelines align with applicable regulations and best practices, proxy advisors need to keep track of the fluid global landscape of legal and regulatory developments, stewardship codes, disclosure frameworks and nongovernmental organization (NGO) codes of conduct for all markets within their research coverage universe. (Proxy advisors typically cover all companies, worldwide, held within their clients’ stock portfolios.)

Keeping up with a proxy advisor’s global footprint, from a legal and regulatory standpoint, definitely presents its challenges. Not only do we operate and have clients across the globe but, in light of significant recent legal developments in multiple countries, as well as the growing emphasis on stewardship, active engagement, and ESG, the role of proxy advisors has changed dramatically. Over the past five years, the proxy advisory industry (and to a larger extent, institutional investors and public companies) have been subject to more and more regulatory scrutiny across multiple jurisdictions. As a result, we spend a lot of time actively engaging with regulatory bodies around the world to provide them with perspectives on the proxy advisory industry, information on our policies and procedures, and input on pending regulations.  We also help our clients navigate rulemakings released by the SEC and regulatory authorities in other countries, as well as international directives, frameworks and regimes such as SRD II, SFDR, TCFD, and the EU Taxonomy, etc.

How do you feel the General Counsel should act as a business partner?

My role is unique in that Glass Lewis is one of the two main players in the proxy advisory space. Because of this, I often have to deal with new issues that come up either for us as an organization or for our clients. Not a day goes by without me learning something new. It is also unique in that given my long tenure at the company, I have a deep understanding of the industry and the company’s business, including its mission and vision, strategic initiatives, and most, importantly, its tolerance for risk. This has not only allowed me to lead with more confidence but also has allowed others at the company to see me as a strategic business partner and not just as the in-house lawyer.

I am a firm believer that legal can have an impactful role on a company’s business growth and corporate culture.  By proactively working closely with other departments and not just waiting to be contacted when there is a problem, the legal department can demonstrate its value to the rest of the organization and transition from being seen as a cost center or business inhibitor, to an enabler and team player. Legal needs to ensure it builds a culture of trust and collaboration within the organization by developing an open channel of communication with each business unit. For example, legal should be on weekly product calls and collaborate with the product team in the launch of new products and services.  Legal also should work closely with the marketing team if the company operates in an industry where significant legal or regulatory issues need to be considered.  And Legal should be working closely with sales to automate all contract templates to accelerate the contract life cycle. All of these initiatives directly impact the company’s growth by helping increase revenues, and directly impact the company’s culture by demonstrating that legal exists to find creative ways to mitigate risk while achieving business goals.

How do you see the professional growth trajectory as a General Counsel?

I am very happy with where I am right now. It has been quite the ride to be able to work alongside Glass Lewis’ founders, investors and management in taking the business from a start-up proxy advisor to a global SaaS company and one of the leading proxy advisory firms in the world. Most recently, it has also been very rewarding to be able to continue to grow my team and work together to develop strategies to scale the company’s legal support as the business grows. For example, we have focused the past two years on digitally transforming the legal, compliance and regulatory department.

While I like being a lawyer, I have really enjoyed working as a member of the executive team for the past few years, executing global strategic initiatives to drive growth and scale, through the launch of new products and services, the expansion of operations into other markets, and M&A. I was recently promoted from SVP, General Counsel to Chief Legal Officer, SVP Corporate Development, which emphasizes my role as a strategic business partner and not just as the GC. In my new role, I am responsible for providing management, leadership, strategic direction and oversight of all of Glass Lewis’ legal, compliance, and regulatory affairs, as well as corporate development, worldwide. I am also actively keeping an eye out for board opportunities to further enhance my role as a strategic advisor, while leveraging my unique career trajectory, including my nuanced knowledge of corporate governance and ESG, especially in this era of heightened focus on corporate compliance and sustainability.

What is the best advice you can give for In-House Counsel?

The first recommendation I would make would be to develop their business acumen and financial skills by taking a few business courses in finance and accounting. In-house lawyers have become part of management, involved in both business and law, and if they want to build meaningful and successful relationships with their business colleagues — which I strongly encourage them to do — they need to speak the same language. My second piece of advice would be to be flexible. Not only by demonstrating that they are willing to work on a wide variety of legal issues, and approaching them with an open mind, but also by proving they can work outside of their comfort zone. And finally, I would encourage aspiring in-house lawyers to always keep an eye out for internal opportunities where they can add value, and never forget to give proper credit to those who deserve it and help them along the way.

Nichol Garzon-Mitchell

Nichol Garzon-Mitchell is the Chief Legal Officer, SVP Corporate Development and Corporate Secretary of Glass Lewis, a global SaaS company and leading provider of governance solutions. She is responsible for providing management, leadership, strategic direction and oversight of all of Glass Lewis’ legal, compliance, and regulatory affairs, as well as corporate development, worldwide. She is a member of the Latino Corporate Directors Association (LCDA) and a thought leader on global corporate governance issues. Almost a decade ago, she was named a Rising Star of Corporate Governance by the Millstein Center (formerly at the Yale School of Management). Nichol is a native English and Spanish speaker, fluent in French, with a working knowledge of Portuguese, as well as a citizen of the U.S., Mexico, Colombia and France. She currently lives in San Francisco, CA with her husband and two boys.