Michelle Hertz – CGI Federal Inc.

In April 2010, Michelle Hertz joined an IT services firm as its first in-house attorney with an eye toward growing with the company to become its first general counsel. Three days after she joined, Hertz learned that her new company, CGI Federal Inc., a secure U.S. subsidiary of CGI Group Inc. (one of the world’s largest independent IT and business process services companies with 65,000 professionals serving thousands of clients from offices and delivery centers across the Americas, Europe, and Asia Pacific) dedicated to serving the U.S. federal government, had just begun finalizing the purchase of Stanley, Inc., a firm twice its size.

The acquisition marked a period of rapid growth for both CGI Federal and Hertz as she worked as part of CGI’s international legal team to conduct due diligence while acclimating to her role within the company from a subsidiary and global perspective. While due diligence and the post-acquisition integration were challenging, those experiences created both a solid foundation and a springboard for CGI Federal’s growth and re-entry into the federal defense and intelligence markets.

Early challenges breed long-term success

Having barely had the chance to get acquainted with CGI Federal, Hertz spent the first month on the job learning everything she could about Stanley, Inc. “We had to understand Stanley’s business and develop risk mitigation strategies to ensure accretive operations post-merger,” Hertz says.

The execution of the acquisition itself brought on an entirely new set of challenges as Hertz worked with her colleagues to integrate the two companies into one lean, effective organization. Initially, CGI Federal’s new executive team focused on driving efficiencies and mitigating risk. “In order to get value out of a transaction, you have to identify synergies and figure out how to operate the consolidated enterprise in more effective way. To achieve that business objective, you must integrate personnel and processes to serve your internal and external clients while minimizing costs and risk,” she says.

As part of the integration initiative, Hertz initially focused her efforts on building a more robust compliance program. The first order of business was to create a trade compliance department from the bottom-up, which Hertz reflects was an “enormous undertaking.” Concurrently, Hertz revamped CGI Federal’s ethics program using a “best of breed” approach to integrate two legacy programs into a fresh, user-friendly program to ensure that all employees from Stanley and CGI Federal were aligned under a unified framework of ethical business standards and values. During this time, Hertz also built a government compliance department to support CGI Federal’s compliance with the myriad of federal government contracting rules and required regulatory submissions. “All of these compliance activities were happening while we were integrating legacy staff and making key hires in legal, contracts, and compliance.”

Preparing for a changing role and workforce

In the years since the acquisition, Hertz has matured in her role at the helm of the legal team and assumed centralized responsibility for the contracts and compliance teams to help guide the company through continued growth. A lot has changed in the six years since the acquisition. Now managing a team of more than 60 employees, Hertz has a pragmatic approach that embodies the modern general counsel role. Knowing when and where to apply her efforts and how to collaborate and delegate effectively are critical to her ability to manage her talented team successfully.

“I think having a flexible, practical, and business-focused approach to problem-solving is really the key to being an effective general counsel. This applies to adapting your management style to a changing population, for example, as the workforce is evolving and bringing in more millennials, you have to be able to adjust your tried-and-true approach to reach new team members,” she says.

As Hertz continues to work to help CGI Federal grow and maintain its status as a leading brand in the federal marketplace, she says her role and that of many of the company’s employees will continue to evolve. Hertz thinks that broader and deeper skillsets are increasingly essential for employees supporting the business, asserting that “not only must support staff be expert in their respective functional areas, but they must be able to address problems from a business-focused lens to deliver implementable solutions to their internal clients.”

Hertz analogizes the modern in-house counsel to something more akin to corporate doctors – we listen to the patient’s account of the business problem, ask questions to help diagnose the underlying root cause of the problem, and consider the various treatment options to mitigate or cure the problem. Like some patients, corporate clients may not need (or want) a detailed recitation of the law, but they do need viable, pragmatic business solutions that consider the legal and non-legal aspects of the problem.

To meet these needs, Hertz believes that general counsels must have skills beyond their legal expertise – i.e., they must be excellent problem solvers and managers, possess emotional and organizational intelligence, understand their company’s business challenges and drivers, and above all, love what they do.

With Hertz acting as general counsel and corporate secretary, CGI Federal is well positioned to maintain its reputation as a leading IT service provider in the federal marketplace.