Excelling at a Large Corporate Healthcare Firm

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From LawHub, this is I Am The Law, a podcast where we talk with lawyers about their jobs to shed light on how they fit into the larger legal ecosystem. In this episode, Derek Tokaz interviews a corporate healthcare lawyer who discusses the challenges of getting a job at a large law firm after graduating from a regional law school.

Derek Tokaz:

We're joined today by Holly Carnell, a healthcare attorney who graduated from Loyola University Chicago in 2009. Today she works for the Chicago Office of McGuire Woods, a large law firm. Holly, tell us briefly about your work experience before going to law school.

Holly Carnell:

Prior to law school and immediately after undergrad, I worked for Cerner Corporation, a large electronic medical record company based out of Kansas City, Missouri. With that company, I was in the sales. I worked more with already installed clients, which was more of helping build existing clients into bigger clients and helping clients figure out where to go next with their implementation. So I really got very entrenched in some good healthcare discussions and realized I love healthcare, but I'm not quite sure I want to do this forever.

Derek Tokaz:

What made you want to go specifically into law from that?

Holly Carnell:

I had been told by a lot of people, maybe it's because I'm argumentative, I'm not sure that I should be a lawyer.

Derek Tokaz:

I think a lot of us have heard that one.

Holly Carnell:

Yeah. Yeah. So I never quite got the hook. I didn't know why I would want to be a lawyer and I obviously knew what litigators did. I didn't know so much about what corporate attorneys did, but I just never really saw myself wanting to do something quite so adversarial. I like to build things and so I just never really got the point of going to law school and being a lawyer until I stumbled across through my Cerner work, the field of healthcare law and healthcare transactional law more specifically. And I didn't even know this was a thing. So the more I learned about it and dug in and researched, I'm like, "This is something I could really, really enjoy." It would let me get much more in depth in healthcare, but also build a real skill. And I felt that in sales, and maybe this isn't totally true, but I felt that in sales you're only as good as your last quarter or last year in terms of numbers. And I wanted something no one could take away from me and that was the knowledge and experience that you get as a lawyer.

Derek Tokaz:

Yeah. It sounds like you had a very clear plan of what you wanted to do when you started law school.

Holly Carnell:

I went to law school to become a healthcare attorney and everything I did in law school was focused towards that.

Derek Tokaz:

With the background in sales, have you seen many parallels between sales work and your work in a law firm?

Holly Carnell:

Absolutely. I think that the idea that law firms want a law review person who can sit in an office with their door closed and crank work product is a really outdated idea at this point. The expectation is that I am not only cranking out great work product, but I'm also building my brand as an attorney. I'm building a reputation and I'm also starting to build a book of business. And so I think that you can't be a successful lawyer at a big firm if you are just a good salesperson. You have to be fundamentally a strong lawyer. But it's becoming harder and harder to be successful at a big law firm unless you've got the interpersonal skills and the sales stuff as part of your repertoire.

Derek Tokaz:

One of the pieces of advice I heard a lot before starting work in a large firm was that your client isn't so much the actual client paying the firm, but your client is more the partners that you're working for and you sort of have to work in with that mindset of selling yourself to the partners and sort of treating them as the client whose expectations you have to manage. Did you find that to be the case?

Holly Carnell:

Your client is everyone basically. When you're a junior associate, your client is everyone who's a second year associate and up. Your client in some ways, the administrative people at the firm and definitely the partners and definitely the clients. When you come in, you're at the bottom rung of the ladder and you need to impress everybody and serve everybody and do a great job. It's funny because when we have summer associates and junior associates come in, it's kind of the job of the then junior associates to help the new people understand what are the preferences and quirks of the partners, how do you best work with people, what's going to annoy people, what's going to please people and you are in the business of solving people's problems regardless of who those people are.

Derek Tokaz:

Yeah, it's definitely good I think to know that you have to come in with that expectation.

Holly Carnell:

To the extent you come in thinking, "Well, I'm going to be given assignments and I'm going to do a good job and people are going to be very grateful to me," I think that they're the people that tend to struggle more and find themselves without assignments to do. It's always somewhat comedic and reminds you of when you were a first year and this happened to you. When you go in with that one page assignment covered in red pen for the first year associate and say, "I have a few edits for you," and their jaw drops as in, "Oh my goodness, how could I have done such an awful job?" And you have to remind them, "Look, none of this stuff is easy. You've never done this, and clients are paying for the collective knowledge of the firm, not for you as a first year associate straight out of law school." It's very humbling, I think when you first walk through the doors of a firm and realize that you really know nothing and you've got a long way to go.

Derek Tokaz:

So can you tell us a little bit about the clients that you're working for now and the type of work you do for them?

Holly Carnell:

I have a very kind of broad practice within the healthcare space, and it varies in terms of the mixes between the clients. A lot of the clients of our group are healthcare provider clients, and so I spend a fair amount of time working with hospitals and health systems, surgery centers, large physician practices and other healthcare providers on a variety of kind of day-to-day issues from HIPAA and high tech, compliance with the various healthcare laws such as the Anti-Kickback Act, implementing a compliance program and really any other question they may have.

And then I have a transactional practice focus as well, and I do a fair amount of merger and acquisition work with the private equity funds more on the buy side, but it's also on the sell side. And there I'm both doing kind of the healthcare regulatory side of things in terms of the private equity fund wants to purchase a healthcare company. We come in and say, "What are the risks with this company? What are the things that they're doing that may mean that there's historic liability and things that need to be changed when our client invests in the company, as well as what can we kind of use as negotiation points?" So that's kind of the regulatory diligence. But then I also do the actual M&A documents, the purchase documents, the various investor documents and really get involved in the full scope of the deals. So it ends up being a pretty broad and mixed practice.

Derek Tokaz:

Are you working directly with the clients or is a lot of your work sort of filtered through the partners and higher level associates?

Holly Carnell:

Very little of my work is filtered through partners and high level associates.

Derek Tokaz:

So you're interacting with the clients quite a bit then?

Holly Carnell:

Oh, almost exclusively. Yeah.

Derek Tokaz:

And is that typically in-house council on the other end or not?

Holly Carnell:

It depends. I would say a lot of the time not. So for private equity funds, they often don't have inside council, or if they do, they're not kind of transactional people and then with the various healthcare provider entities, some are and some aren't, but we often work directly with business people and then sometimes it's with in-house council. It just really depends.

Derek Tokaz:

I know a lot of people have reported that one of the things that they really enjoyed their work is getting to actually directly interact with clients. And one of the downsides of large firms is there's this whole level of management above you. But have you found that to be particularly rewarding?

Holly Carnell:

Oh yeah, I love it. And I think one of the differences in my practice, because healthcare is so complex in terms of the regulations that we have to deal with, I heard, and I don't know if this is true, that it's the second most regulated industry after the nuclear industry. But because of that, you end up finding that healthcare providers and healthcare companies that generally wouldn't go to such a big law firm based on the size of their company, end up paying more in legal spend just because of the complexity.

So we end up with a lot of kind of mid-market and upper mid-market clients. And so it means that we are more of a flat structure, whereas if I were working on a mega company, say Microsoft, which to my knowledge is not a client of the firm, but just by way of example, everyone knows Microsoft, I would expect that there would be multiple layers above me, between myself and the client. And that's just not the case where you're working with more mid-market clients, it's much quicker and easier to get straight into the mix and work directly with clients once you've proven yourself in terms of having good enough judgment to know what you know and more importantly what you don't know.

Derek Tokaz:

So you're a sixth year associate now, and I'm wondering how your work has changed from your early years to where you are now.

Holly Carnell:

I mean, starting out really, you're a first year, you know nothing. You do a lot more grunt work. You are reviewing due diligence. You are drafting simple documents and sometimes more complex documents that you're just doing a first pass set. You're generally not having as much or very little direct client engagement, although you may be listening in on calls to take notes and be able to kind of do the assignment after the fact, but you're already not having that direct client contact. And then kind of the evolution between then and now is first of all, you are doing more complex tasks. You are able to see projects from beginning to end as opposed to just being called on to draft kind of periodic documents or do periodic research assignments. You are kind of brought in from kind of if it's a transaction from the letter of intent all the way through to the closing, you get to a point when you start supervising that as opposed to just being one of the people working on it.

Derek Tokaz:

When it comes to drafting documents as a junior associate, I remember from contracts class first year, I don't think we actually read a single contract in that class and we certainly didn't write any. So I'm wondering how did you learn to do that?

Holly Carnell:

Yeah, I mean it's all totally learned by doing so. At a big firm, you are almost never starting from scratch. In general, you are told, "We need a document that does the following and here's a document number or go look for this particular document that was used for a similar purpose." There's differences. Here's a fact pattern here it's going to be different. So figure out what you need to change. And then you draft the document as best you can based on your understanding of what the differences are and what you're trying to achieve and then you give that to the person that's supervising you and then they put red pen over it and tell you what you did wrong and then you take another pass at it. And that's really how you learn. It's the only way to learn. As you say, there's very little actual contract education that happens in law school. At a law firm, you're working on two, three more contracts per day.

Derek Tokaz:

Now that you're doing more supervisory work, how do you find that compared to the work you were doing early on? What are the different challenges that you face? I know know it's called the grunt work, but that's often the type of work that people see themselves doing?

Holly Carnell:

It's a really, really hard transition, but I really like it. Right now, kind of my mentee is going through a similar transition in that he's just exceptional and he's starting to supervise for the first time. And the really tough part is when you're figuring out how to supervise is, how do I make sure everything is right without totally doing everything all over again? Especially when it's research based, it's petrifying. When you draft something yourself or research something yourself, you know where you started and you know how you got to the end. When someone else has done it, you don't know that. So the really petrifying thing is you are going to rely on something that's going to be wrong and as a supervisor you are accountable for that. And so I think the hardest thing is figuring out, how do I efficiently review stuff and get stuff to a point that I feel comfortable sending it out without totally duplicating time and effort?

And I think the big learning curve is how do I communicate things. It's always the good test of knowledge to say, "Can I articulate this to someone else in a way that they understand it and that quickly makes you realize that maybe you didn't understand it so well to begin with?" But for me, I really enjoy it. I really like being able to see processes and lots of processes from beginning to end and work with a team and work with really, really smart energetic people. I think that's very fun, which is a reason that I'm really involved in recruiting at the firm because I really want to make sure the people that I'm working with are people that I like and that can do a really good job and support me and support the whole practice group. But I also do enjoy doing the, and I wouldn't say it's grunt work, but doing work myself too.

I work a fair amount in, this is going to sound really nerdy, so I preface it with that, but with HIPAA and high-tech kind of analyzing patient privacy issues both from a state and federal law perspective, really digging in on some complex issues around that, writing to a client and articulating a position on that to help them with their compliance is actually very interesting to me. And so when I get the chance to do those assignments, I like to mix that in as well. But it's just hard workflow wise sometimes to work in the kind of researching and the writing with having a lot of touch points on a lot of other things.

Derek Tokaz:

Did your firm provide you with any sort of specialized training to help you with the supervisory task in the same way that you get assistance early on in learning the actual legal practice?

Holly Carnell:

I would say I learned both in exactly the same way. And that was really through other supervisors and mentors. I didn't have kind of formal tools necessarily other than CLE and talking to them about, "How did you do this? How did you learn how to do that? How did you get comfortable with reviewing work," and getting tips and tricks from them. So it was just working with great people I think.

Derek Tokaz:

So I'd like to hear a bit about what your typical work week is.

Holly Carnell:

I don't travel, so that's one thing that's common about most weeks. It is very rare that I'll travel. I think I've been on maybe five or six work trips in the six years I've been here, which I love. I expect that I'll end up traveling more as I am kind of more heavily in business development mode in a few years time. But other than that, it can be very varied. I tend to try and start my day setting out a bit of a plan for the day in terms of what do I really need to get done. I try and get to work super early if I am really jammed up because that's my kind of best quiet time. And if I have drafting to do or just need to do tasks in quiet, that's really when I get them done. And other than that, I mean the phone rings a lot.

You have a lot of meetings and then you have time blocks that you're trying to actually get contracts moved and work product shifted. I don't know that I really have a very standard work week. I don't work crazy erratic hours for the most part. I have been at work until three or four in the morning, twice in my career. And that was just on one transaction in the closing week. I think I've been after that maybe to work until midnight once. So I'm generally out of here by between kind of six and 7:30 most days. And I might pick up and do one or two things in the evening. I try not to work on weekends, although sometimes I do. Often on Saturday mornings, I'll do kind of my organizational things, emails that I wasn't able to get to, just following up with people. And sometimes on the Sunday night is when I really like to get my task list for the week done.

Derek Tokaz:

Have you found your work schedule to be very predictable or are you getting a lot of the last minute urgent assignments where you need to do a 30-hour task by the following morning? The horror stories that sometimes come out of big law. Or is it something where at the beginning of the week you have a pretty good idea of what your week's going to look like?

Holly Carnell:

Oh, I mean, definitely don't get to make a plan that I ever stick to. It just makes me feel better to have a plan. But I would say for the most part, the clients I work with are generally very reasonable. They from time to time do have kind of crises or emergency projects that do have a shorter turnaround time. But part of working in a team means that you can distribute that. Also, the more senior you get, the more control you have over your own existence, but then you're also more accountable directly to clients. And so the buck stops with you. So sometimes it's unavoidable that you've just got to kind of get something done and you're the one that's got to do it. But I don't feel like I'm generally stuck doing things that are highly unreasonable and that I'm part of the horror stories that you reference.

Derek Tokaz:

Mm-hmm. So I want to go back about six or I guess eight years to when you were in law school and going through OCI. If you can talk a bit about what that experience was like for you.

Holly Carnell:

As you mentioned the beginning of the interview, I went to Loyola and Loyola, I don't know what tier it officially falls into, but it's certainly not an elite school. And so what that meant from an OCI perspective was that a lot of the big firms wouldn't be interviewing at Loyola. The ones that do interview there had grade cutoffs and then it was a lottery system. At the time I was interviewing, I was in the top 17% of the class, which meant I wasn't eligible for a fair amount of interviews. And the ones I was eligible for were lottery based. So even if they had a healthcare practice, I wasn't necessarily going to get picked to interview there, even if I referenced them. What I did was figured out where all the healthcare practices were in Chicago because that was really where I wanted to work. And I looked at a couple of other cities as backups, but I really wanted to stay in Chicago.

I made a point of reaching out either to the department chair at those firms within the healthcare group, or I reached out to maybe a partner in those groups that seemed to have a background that I thought my experience might resonate with. I went and met with them if they were willing, tried to keep it short and not waste too much of their time. Really just introduced myself, told them what my interests were and said, "If you think I might be a valuable fit with your firm, I would love to interview with you at OCI, but I may not be able to get onto the interview schedule due to the OCI system. So if you would like me to be on the OCI schedule for your firm, here's the person you've got to call and you've got to ask them to put me on the schedule."

Most of them took me up on it. I don't know if that was a normal request or not, but I did it nonetheless and I got a lot of OCI interviews. I think my sales background really helped. And a lot of the time too, there weren't necessarily healthcare specific people that were doing the interviewing. So it was easy enough to say, "Hey, I'd love to meet some of your healthcare colleagues. Is there any way you'd recommend me for the call back so I can have that opportunity?" And so asking that really direct question, I think really helped. So I interviewed on campus with McGuire Woods. I was fortunate enough to get a call back. I came in and I met some wonderful people from the healthcare group. The interviews were well. I received an offer to be a summer associate, was fortunate to receive an offer at the end of the summer program.

Derek Tokaz:

So I understand you're on the associate recruiting committee at McGuire Woods.

Holly Carnell:

Yeah, that's right.

Derek Tokaz:

How did you get onto that committee? Was it something you pursued or were you sort of drafted for it? How did that happen?

Holly Carnell:

I guess I'm not quite sure how it happened. In general, I've always been willing to pick up interview slots when we have interviews and I really enjoy interviewing and I really enjoy recruiting and really care about who I'm going to be working with. And so at some point I think I was probably just invited to a meeting and accepted, and that's what it was.

Derek Tokaz:

So you mentioned when you were in law school, there were still some firms that you weren't able to interview with. Does McGuire Woods have certain cutoffs like that that you're seeing now for people that wouldn't be able to interview?

Holly Carnell:

I don't know what they are, frankly. I do do the OCI for Loyola, but I don't know what the grade cutoffs are, but I mean, all big firms do and most of them are at five or 10%.

Derek Tokaz:

I want to turn now to partnership track for a minute. So you're in your sixth year now, and at what point do people at McGuire Woods usually start coming up for a partnership consideration if you know when that is?

Holly Carnell:

Around the eighth year, generally if you're going to be put up, you're going to be put up for non-equity partnership and institute here partnership tracks, they refer to it as income or non-equity partnership is the first step. And then after that and would be equity partnership, which I'm not quite sure how long that takes on average or generally, maybe four plus years out would be my guess from non equity or income you might be considered for equity partnership.

Derek Tokaz:

Has the firm had any conversations with you about what you ought to be doing if you want to make partner?

Holly Carnell:

Probably on a biweekly basis.

Derek Tokaz:

Oh really? That often.

Holly Carnell:

I mean, yeah, we talk about that stuff all the time and have done for several years now. So nothing is a mystery to me on that.

Derek Tokaz:

Okay. That's probably got to be a pretty nice relief then as opposed to sort of wondering what's going to happen in two years.

Holly Carnell:

Yeah, I mean, I don't think it's that big of a secret in terms of what firms in general or this firm's looking for in terms of making people partner. They want people who ultimately down the line are people that are going to be able to bring in clients, manage clients independently, take care of clients, build with other team members, existing clients, and bring in new clients, build the brand of the firm, build the brand of individual attorneys.

Derek Tokaz:

So it sounds like since they're pushing that type of work a lot, that there's probably not much conflict between going out and giving talks or working on publishing papers as opposed to since it's going to take some time away from doing billable work. But it sounds like the firm is pretty accepting of that.

Holly Carnell:

Well, I mean, you still need to meet your hours.

Derek Tokaz:

Yeah. You still have to get your hours.

Holly Carnell:

I mean, I think that's the expectation on me is to meet my hours, but they're not expecting me to build 2,500 hours. I'm expected to meet my hour target, which is 1,950. If I do a little above that, then great. But if you're efficient and manage your time well, that's the least time to do other stuff. And frankly, I enjoy the marketing side of things, so it ends up being something I can work in pretty easily.

Derek Tokaz:

So it's not, "Hey, you hit your hours, great. Bill more hours now."

Holly Carnell:

It's more a matter of, I don't feel like there's ever been just a pressure to kind of bill hours. It's more about making sure all the work gets done. We have times that we're super busy and times that we're solidly busy. And so it's kind of using the downtime when you're not crazy busy to do the other stuff. But I've been really fortunate in my group and being, I think in healthcare is, it's that it's always been busy. So we don't have that feast or famine thing that you can see in a lot of practices where you may, if litigation have a giant case and then have some downtime. I've always been able to keep steadily busy and just get the work done.

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