Transcript
Speaker: This is the You Can Contract Show, sharing stories and advice about learning contracts in the real world.
Speaker: Your host is Laura Frederick, founder and CEO of How to Contract.
Speaker: How to Contract is a world leader in training in-house lawyers and professionals on contract drafting and negotiations through its training library, practical courses, and training events like ContractsCon.
Speaker: Now let's tune into the show.
Speaker: Hi, this is Laura Frederick.
Speaker: Welcome to the show.
Speaker: In this episode, Sasha McGee shares her story about how she came to find contracts in law school and then later as a strategic sourcing director.
Speaker: She also explains her training methodologies and how she helps her team learn contracts.
Speaker: Now let's go to the show.
Speaker: Sasha, welcome to the show.
Speaker: I'm so excited to have you here.
Speaker: Hi, Laura.
Speaker: Thanks for having me.
Speaker: Now we met at ContractsCon 23 in Miami.
Speaker: It was so great to have you there and getting to know you and some other folks you were with.
Speaker: It was just special.
Speaker: And we talked a lot about contracts and contract training during that time.
Speaker: With that, I'll have you step back and tell me a little bit about your background and what you're doing now.
Speaker: Yeah, absolutely.
Speaker: So I have my JD and I built my career in supply chain, doing essentially contracts and negotiation, not as counsel.
Speaker: And so right now I am director of sourcing for Intermountain, which is a large healthcare organization.
Speaker: I also teach adjunct for the University of Dayton School of Law, negotiations and transactional drafting.
Speaker: And I've had this career where I started out just...
Speaker: not knowing what I want to do with my life.
Speaker: I got supply chain by mistake and have built it into something where I'm teaching people these fundamental skills that I love and I just get so excited about, which was so fun to interact with other professionals at ContractsCon who also get excited about these themes and these topics and making this community better, stronger, engaged, and just really interesting.
Speaker: So thank you.
Speaker: Oh, yeah, my pleasure.
Speaker: I was looking for this community too for my whole career because I loved it, but there wasn't a place for us to go geek out and talk about contracts and people to explain how the real world works on these things.
Speaker: There was just a lot of case law and
Speaker: academic approaches, but it's what we see day to day working in companies, dealing with the imperfections and the chaos that happens within organizations and how that relates to how you do your contracts is so important to discuss.
Speaker: Tell me about law school for you and contracts.
Speaker: Is that the place first place that you started learning about contracts?
Speaker: Yeah, so in law school, I had my contracts class.
Speaker: It was a lot of really legalistic, intellectual, talking about how other people interpreted these old cases.
Speaker: It just felt so not tangible to me.
Speaker: And so the course that actually made me become really interested in contracts was actually my UCC class, the Universal Commercial Code.
Speaker: And that was the first time I remember actually thinking,
Speaker: This is super interesting.
Speaker: Yeah.
Speaker: I love the UCC too.
Speaker: And having worked heavily in goods most of my career, I still love it.
Speaker: It's so interesting to me how the rules interplay with the contracts and the different opportunities for contracting approaches because UCC is sitting there.
Speaker: So then you graduated law school and then what was next for you?
Speaker: So I ended up in supply chain.
Speaker: I graduated at a time that the legal market where I was living was highly competitive.
Speaker: And I had a JD MBA.
Speaker: And so somebody I done the MBA program with called me and said, hey, you are always good at the finance part on our group projects.
Speaker: Would you be interested in becoming a financial analyst?
Speaker: I thought, no, not really.
Speaker: But I do need a job.
Speaker: And I
Speaker: I could use my law degree at the time in supply chain, thinking about sourcing and contracting, thinking about risk and compliance.
Speaker: There's a lot of opportunity.
Speaker: And so I took the job thinking, I'm going to go work for a firm.
Speaker: This is just to fill the gap and pay my loans and I'll end up at a firm.
Speaker: And I ended up translating that entry-level financial analyst job into a sourcing agent one.
Speaker: And as a sourcing agent one at a group purchasing organization,
Speaker: All I was doing was negotiating contracts.
Speaker: I still remember this, Laura.
Speaker: My very first contract that I negotiated, I have this template from the organization.
Speaker: I have no idea what any of these terms mean.
Speaker: People assume that with the law degree, I obviously understand indemnity and limitation of liability and all these concepts.
Speaker: I get on the phone with the supplier and they just tear into me.
Speaker: about how I don't even understand my own business.
Speaker: I don't understand that they're a niche supplier.
Speaker: And so they're obviously not going to negotiate anything with me.
Speaker: And I remember just crying in the girl's restroom that day.
Speaker: But there's something about it made me feel like
Speaker: No, this is not going to be it for me in contracts.
Speaker: And so as I kind of sourcing agent, lowest level, working on full terms and conditions, I really started out just negotiating those deal concepts that we think about when we think about supply chain or procurement, those payment terms, those delivery terms, and then taking that legal language to my legal team and letting them help me.
Speaker: And over time, I realized that the more I absorbed about what questions are they asking, what concerns do they have, how are they marking up in any of this language, the more I could pre-negotiate those things or pre-address those issues, the faster my stuff got through legal, which people sometimes unfairly consider the bottleneck when you're thinking about procurement or supply chain.
Speaker: I thought, I can get my deals done faster if I can do all that.
Speaker: I quickly found myself in this kind of niche where I was translating in between the teams and getting stronger and stronger at language creation, at negotiating what have historically been considered legal terms.
Speaker: And as I worked across different organizations, the type and kinds of support interaction that Regal expects varies wildly.
Speaker: So the more you can just know your own stuff and confidently own it, the more successful you can be in any situation.
Speaker: I like how you talked about working with legal and how you would learn the subject matter and pay attention to what they were asking for.
Speaker: Because I know a lot of us are in that situation too, whether you're the lawyer or the contract manager slash procurement role,
Speaker: or the sales ops role or whatever it is.
Speaker: And understanding what legal wants is definitely a way to accelerate anything happening.
Speaker: And it also just is good practice and it's a great way to be a good teammate to the legal team.
Speaker: So you're working there now.
Speaker: You talked about being in a leadership role and taking on more training.
Speaker: So tell me about how you help contract professionals without a lot of contract skills level up.
Speaker: What's the approach that you see work best?
Speaker: So one, just hands-on, you've got to give them things to work on and you've got to let them feel.
Speaker: I tell them, you have to try things and you have to be willing to feel.
Speaker: Now, obviously we provide them with support and coaching and guidance.
Speaker: We do formal trainings.
Speaker: I'm...
Speaker: doing these capsulated courses that teach basic drafting skills that help them understand how contracts fit into the legal landscape.
Speaker: Why does it matter?
Speaker: Why is this important?
Speaker: Why is it important to think about these things?
Speaker: And then just really helping them understand that in contracts, there's not a right answer.
Speaker: But it was definitely a line of acceptability, right?
Speaker: And you want to be above that line somewhere.
Speaker: But there's a good, better, best.
Speaker: And that might change depending on your deal.
Speaker: So really helping them think critically through what is the purpose of this deal?
Speaker: What are the risks of this deal?
Speaker: What is the weight of that risk to my organization?
Speaker: And thus, how much time, effort, energy, and resources should be invested in this?
Speaker: And really, kind of saying, low risk,
Speaker: low dollars, low impact, being acceptable is just good enough and let's just move on.
Speaker: High risk, high value, high dollars.
Speaker: Maybe this is the time that we're bringing legal into the conversation instead of kicking them a dog at the tail end.
Speaker: And so everything is encapsulating this critical thinking module of
Speaker: There's not a right answer.
Speaker: So as long as you're employing those best practices, you're doing fine.
Speaker: I see that too for lawyers where, and I was certainly there the good part of my career where it was like, oh, if only I understood the perfect indemnity provision.
Speaker: then I wouldn't be so stressed all the time.
Speaker: And I wouldn't be so worried that I was screwing everything up and doing poorly.
Speaker: And over time, I came to realize there is no one right answer, just what you've said.
Speaker: And it's true for lawyers.
Speaker: It's true for contract managers.
Speaker: It's across the board.
Speaker: It's all about risk management and making sure that risk is being managed appropriately for that deal.
Speaker: So I think that's great advice.
Speaker: Now, you talked about hands-on training and letting people fail.
Speaker: How does that work for you?
Speaker: So you bring in somebody, let's say, who doesn't have a lot of experience with contracts.
Speaker: Do you do sit down training in the beginning or do you just have them shadow or what kinds of specific steps do you take to help people learn?
Speaker: So a variety of methods.
Speaker: I'll tell you on my team, we've hired folks who have a background in teaching or in social work, all sorts of backgrounds.
Speaker: It's not a law degree.
Speaker: It's not even necessarily a contract position, but can you communicate?
Speaker: Can you think critically?
Speaker: Can you ask valuable questions to not have an epic?
Speaker: Give them a little bit and then set them free.
Speaker: And then as I see that they're mastering that little bit,
Speaker: Let's give them a little more and then set them free.
Speaker: And as we go through this journey, I'll buddy people up with more senior members on the team or with myself.
Speaker: I'll give them opportunities to shadow or to watch someone redline live.
Speaker: But a lot of it is, hey, now go do it.
Speaker: Tell me what you learned.
Speaker: Bring it back to me and let me give you feedback.
Speaker: Tell me what went well this week.
Speaker: Tell me how you feel.
Speaker: I'm always encouraging my team to share with each other how they feel because that's how we learn from each other.
Speaker: That's how we try not to feel the same way.
Speaker: Exactly.
Speaker: One of these days I have to like sit down and record everybody's failures and videos of people like, oh my God, you wouldn't believe how much I screwed this thing up.
Speaker: Just to normalize that because we don't talk about that enough.
Speaker: And so I love to hear that's something that's important for your team.
Speaker: Yeah, absolutely.
Speaker: I think...
Speaker: We're all going to fail, right?
Speaker: And we hope it's not a failure that ends you in litigation or ends you fired, but we're all going to make mistakes.
Speaker: And so understanding that and asking questions, being vulnerable, asking for help.
Speaker: Those are the things that I encourage my team to do.
Speaker: I think it's just about that combination of formal training, hands-on training, and then that constant coaching and feedback loop.
Speaker: having the ability to take feedback was another thing I think is so important.
Speaker: And sometimes it's hard, like, especially for attorneys or some of my colleagues who have a more traditional career.
Speaker: There's that feeling that you have to always present as being the expert.
Speaker: And that's how you sell your services if you're an expert.
Speaker: That's how you build your reputation.
Speaker: And at the same time, you have to be willing to say, hey, Laura,
Speaker: I've never dealt with this and I don't know what to do.
Speaker: And I don't want this to end up really bad over here.
Speaker: So you have experience.
Speaker: Can you help me?
Speaker: That's so important.
Speaker: Just being able to express that even in a negotiation with a counterparty to open up that vulnerability, it really creates a different dynamic in the negotiation.
Speaker: I don't necessarily do it with every negotiation.
Speaker: It has to be a kind, I'd call it a safe place.
Speaker: If I have the total jerk across from me, I'm not going to start opening up like that, but it can be really effective.
Speaker: Now, the other thing I want to ask you about, which is coming out of law school and not going into that traditional lawyer role, the law firm, things like that.
Speaker: I see that more and more.
Speaker: I think over the last five years in particular, there's been more and more folks coming out of law school realizing that there are these different paths.
Speaker: There's different ways to make a career and find your passion.
Speaker: What advice do you have for those law students who are maybe having trouble finding that job and considering a contract manager role or a legal ops role or something where they're not officially practicing as a licensed attorney?
Speaker: I'd love to hear your advice on that.
Speaker: Yeah, so I came out of law school and I took this job in supply chain.
Speaker: And even though I converted it into a career that used those skills and used that degree and I loved, I was always scared to interact with attorneys in networking environments and groups that were for attorneys and not a real person.
Speaker: And so I don't belong.
Speaker: And I think it limited my ability to learn from others and network and share my experiences and feel connected to the law community by having that feeling of not being good enough.
Speaker: And it's taken me a long time to really own this space of
Speaker: my law degree and my background and my education, it wasn't actually any of these attorneys saying, you're not a real attorney, so you can't be here.
Speaker: And so my best advice would be if you pursue that path, pursue it with confidence, pursue it with what you're bringing to the table from your education into that alternative career path.
Speaker: But also, what can you bring back and learn from the attorney communities?
Speaker: Don't do what I did and miss out on nearly a decade of learning and community.
Speaker: I could have been involved in and haven't been just because I felt like an imposter in this space.
Speaker: I'll say the imposter thing happens even especially too with attorneys that they always feel there's somebody smarter, there's somebody better, there's somebody more skilled.
Speaker: And I had that my whole career and I was working in big law as an attorney.
Speaker: I'm working in house with responsible roles.
Speaker: And I still felt that.
Speaker: And I think it's more, as you said about the confidence,
Speaker: It's really that imposter syndrome, that feeling like we don't belong or we're not good enough.
Speaker: In a lot of ways, it's universal.
Speaker: It doesn't even matter what role you have.
Speaker: It's like we all feel that way.
Speaker: To me, I see it also as a sign that you care deeply about how good your performance is and you care deeply about doing well for your company or your clients.
Speaker: And so I see it as a good thing to have.
Speaker: at least to start with, but the more important thing is to recognize it and having conversations about it with people.
Speaker: Just saying, I'm really feeling intimidated right now about this subject.
Speaker: And people can assure you and give you the feedback that you really know, you really know what you're talking about.
Speaker: So let me ask you, and this is probably the last big question for the episode, which is,
Speaker: You work as an adjunct at the law school.
Speaker: So I think there's a lot of people out there with contract skills who have a lot to give back to their law schools and law students.
Speaker: Can you tell me a little bit about how you came to have that role?
Speaker: Yeah, it's actually really interesting.
Speaker: So a friend of mine who is a partner at a estate planning law firm had an opportunity to teach a course on interviewing, counseling, and negotiation.
Speaker: The negotiation piece wasn't as strong for her.
Speaker: She was looking for someone to share the burden of the class.
Speaker: I got that opportunity because a lot of what I do is that intersection of negotiation and contracts.
Speaker: I do a ton of negotiations.
Speaker: I teach negotiations and negotiation concepts.
Speaker: two of the folks on my team.
Speaker: And so I took on the negotiations half of that course.
Speaker: I think that bringing that practical aspect more into the law classroom will be really valuable for law schools as they move forward and evolve and grow from being in this more academic institution to really preparing our future attorneys for
Speaker: practical roles, whether at any kind of firm or in-house or in these alternative careers are multiplying right now because we need people who have education and their skill sets in these kind of in-between or different roles.
Speaker: Yeah.
Speaker: I love how many different roles there are now.
Speaker: Before, I remember I graduated law school, it was 1993.
Speaker: And I went to law school thinking, I don't know if I'm going to be a lawyer, but it'll be good.
Speaker: It'll prepare me for other careers, even back then.
Speaker: But then there really...
Speaker: There wasn't any other choice.
Speaker: You could go work for the government because I loved international.
Speaker: So I was like, oh, I could go work for the State Department.
Speaker: It's not really a viable option back then compared to now where there's just so many different choices of what you can do with a law degree.
Speaker: And I love that.
Speaker: So in your class, when you're teaching, can you share a little bit about what you do with your students?
Speaker: I've been talking to a lot of people who work as adjuncts or are interested in working as adjuncts, and they're kind of like, okay, so what do you do?
Speaker: How did you come up with your curriculum?
Speaker: How did you come up with your game plan?
Speaker: And particularly, like, what tasks do you have the law students do?
Speaker: What have you found works there?
Speaker: Yeah, so a few things.
Speaker: I think my students are hungry for hands-on experience, but that's meaningful.
Speaker: So my negotiations course, these kind of mock negotiations where it's very formal and people don't frequently interact with that in the real world, didn't really resonate with them.
Speaker: And something I felt was missing was the school was looking a little bit at negotiation as, again, an academic subject,
Speaker: But your negotiation doesn't mean much if you haven't shared it in some sort of format.
Speaker: You and I can negotiate all day.
Speaker: And if the contract doesn't reflect that, it does not matter.
Speaker: And so in the negotiations class, I actually brought in a colleague of mine and we did a mock negotiation with a totally fake contract and showed them how we would negotiate over terms and conditions.
Speaker: I think that was really eye-opening for them.
Speaker: In my transactional drafting class, I haven't actually...
Speaker: creating amendments to contracts, doing a redline review of a contract, which is a little bit different than I think how traditionally transactional drafting is taught.
Speaker: We do some live drafting in class where I put up a stable provision and have them start throwing their solutions in the chat and talking about what's good, what could be refined, really basing that in the concepts of what we're doing.
Speaker: And then talking through real world examples, telling them about
Speaker: how drafting a provision this way resulted in the parties in my organization not being able to perform because they didn't understand it.
Speaker: So even though it was drafted with surgical precision, with precise language and in a court of law, it would have totally held that.
Speaker: But my couch payable did not know what was expected of them because I didn't draft it in a way that was functional for them.
Speaker: and creating those efficiencies as part of that drafting theory.
Speaker: And when I build out what I'm going to teach, how I'm going to teach it, I'm trying to think of a variety of ways to tell stories about what this stuff means functionally.
Speaker: Let them try it out in practical ways, not just in these fake ways, but real ways.
Speaker: And then let them really engage with it, adding in being flexible.
Speaker: And I think that's one of my strengths is really tailoring things to the individual or to the needs, meaning where they're at, being flexible.
Speaker: And that's what I think is really one of the non-educational aspects that really makes a very successful contracts negotiator.
Speaker: If you're doing the language, you're negotiating the deal.
Speaker: You have to be able to be that flexible person who's thinking through this specific deal.
Speaker: This template might not be perfect for it or what worked on that last deal doesn't make sense for this deal because I'm going to end up with too many items.
Speaker: We can't store them in the storeroom.
Speaker: We're really having that mindset.
Speaker: I love all those examples of how you're doing it.
Speaker: That resonates with me because that's
Speaker: how people learn.
Speaker: That's what they need to hear.
Speaker: They don't need academic, here's a model clause.
Speaker: Let me explain why it's a model, which is interesting, but the model clauses are rarely what we can use in the real world, but it just doesn't work that way.
Speaker: So that's fantastic.
Speaker: With that, we're at the end of our show.
Speaker: Thank you so much for being on.
Speaker: It was so great to hear all of your insights and experiences.
Speaker: Thank you so much for having me.
Speaker: Okay, bye.
Speaker: Bye, Lorad.
Speaker: Thanks for tuning into this episode.
Speaker: If you'd like to learn more about How to Contract's training programs, check out our website at howtocontract.com.
Speaker: You can sign up for our weekly newsletter, which includes links to these episodes, as well as contract tips, upcoming events, and other offers.
Speaker: Happy contracting.
