In October of 2022, Keir Loiacono became CEO of BlueSphere Bio, a biotech company developing novel therapeutics to treat hematologic malignancies and solid tumors. Keir’s path to the C-suite wasn’t exactly linear – he worked in medical device sales, senior business development positions and held a number of in-house legal roles before advancing to CEO.
Factor’s Head of Healthcare, Life Sciences and Consumer Staples, Karl Dorwart, recently talked with Keir about his transition from legal to leadership, and gained some practical advice for General Counsels (GC) and other in-house legal professionals who are interested in progressing to business executives.
Lawyers understand how to weigh risk. In-house lawyers – especially good ones – know how to weigh risk against business objectives and find a balanced path forward.
“That's where smart in-house lawyers can make a really good reputation for themselves. You can give me a million reasons why I shouldn't do something ... but at the end of the day, we have patients, shareholders and capital demands. And there's a venn diagram, and somewhere in the middle is the right decision, but there's no decision without risk.”
- Keir Loiacono, CEO of BlueSphere Bio.
In-house lawyers who have mastered this balance bring a unique perspective and approach to managing risk.
While in-house lawyers can certainly make strong business leaders, it’s not always an easy transition. This is due in part to the fact that silos are an all-too-common reality in large legal departments.
“In-house counsels have a tendency to get siloed into a particular position. If you're a patent lawyer, you're going to be siloed, in a lot of cases, from the litigation group … You can have a brilliant career at an amazing company and be an expert in one thing … but you might not be [an expert at] running a big company.”
- Keir Loiacono
Provided that a General Counsel or in-house legal leader gains a sufficient breadth of experience to make the leap to business executive, there’s another problem they may have to contend with: swapping out some of their hard-won skills for new ones.
“When we’re lawyers, we spend years refining our craft. When you’re CEO, the biggest change is no longer being (what I’d call) an individual contributor. That happens as your practice evolves. I don’t think I could write a patent application now if I had to. You lose that skill. I think as a CEO, that’s a hard thing to give up.”
Keir notes that, although this feels like a loss, it’s an evolution – although CEOs with legal backgrounds may lose some of the skills they spent years refining, they’ll hone new ones, like management and aligning teams.
Part of that evolution relates back to risk. In-house lawyers are used to being the protectors, but once they transition to business leaders, they become the protected. This requires a perspective shift – and an attitude adjustment when it comes to accepting advice.
“You don’t know everything – that's one of the risks when you’re the lawyer executive, you think you know what the answer is. You really have to step back and get advice from your counsel.”
Outside counsel is tasked with telling a business what the potential risks are, and how much those risks could cost them. In-house lawyers take that a step further – they develop close relationships with business leaders, internalize the business’ goals and advise on the best path forward, conscious of the potential risks.
“[Good legal support looks like] having somebody who tells me what I need to worry about. Everything matters – from a CTA to a terms sheet, to a stock purchase agreement – it all matters, but it doesn’t always matter to the c-suite and the board in terms of advancing the business. It’s having a sense of prioritization of where the risk is.”
Because there’s often reticence to spend the time to educate outside counsel about the business’ goals and nuances due to cost, this is a key differentiator for in-house legal teams.
“In a traditional billing model ... there’s this reticence to educate your lawyers about your business. I don’t mean your sector – if you hire any of these big firms, they’re going to know your sector. Do they know your business? Do they know what matters to you?”
Having made the leap from GC to CEO, Keir has some practical advice gained from firsthand experience for any in-house lawyers hoping to make a similar transition.
Because large in-house legal teams are often siloed by specialty, one of the first steps Keir suggests is finding an opportunity that allows you to grow. In some cases, this might mean seeking a role at a smaller organization where in-house counsel wear many hats.
“Find the openings and be willing to say, ‘okay, I could spend a year there, or 18 months there, and figure out what they do and what drives their business.’”
More than once in his career, Keir took a pay cut in order to explore an opportunity that would allow for greater growth – and more than once, it paid off in the long run.
“You have to balance that ability to take a risk and still provide; sometimes take a step back, or two steps back, to go three forward. I think that’s the hardest thing for someone who spends all their time analyzing and advising on risk.”
- Karl Dorwart
Though it may be difficult for many lawyers to gamble on a less lucrative growth opportunity, it can prove a vital step.
In-house lawyers hoping to broaden their horizons without stepping out of their current roles can still work to become generalists.
“If you're a regulatory lawyer that wants to be a general counsel, go spend time with the securities people … think about what skills and knowledge you can put in your own repertoire … then you become more of a generalist.”
In-house lawyers who have spent time with the CEO or board members can attest: risk is not always top of mind. That means lawyers have to prepare to adjust their thinking.
“When you're in-house, your job is to move the business forward, whatever the business may be … When you become the decision maker ... that paradigm has really flipped.”
Outside counsel outlines all potential risks, in-house counsel learns to negotiate those risks against business objectives, and business leaders take it one step further, becoming even more risk accepting (in certain instances) as they make decisions.
It may seem obvious, but one of the key steps a lawyer can take when targeting an eventual leap to business executive is to become educated on the elements of the job they may not yet understand.
“Go to some of these health care conferences and banking conferences, listen to the pitches, listen to what investors are saying about the market, and pick out what's important.”
Additionally, focusing on continuing education can help in-house lawyers bridge any knowledge gap. And it’s not all about finance – Keir also notes the importance of understanding industry-specific nuances, like the regulatory drug development process.
Before taking on the role of CEO but after transitioning away from in-house legal, Keir spent a “stint in the middle” working in business development, which he says was vital for his long-term success.
“I think what all that experience got me to was being able to run a deal by myself … everybody has to do something for a first time.”
The reality is, in-house lawyers who move into business leadership will have to do many things for the first time – a potentially uncomfortable prospect for a profession used to excelling. But uncomfortable as it may be, developing and flexing these new skills is critical.
Although it can be difficult for in-house lawyers to transition from advisors to decision makers, Keir rests on one piece of foundational wisdom when making decisions as a CEO in the life scenes sector:
“If you do what's in the best interest of the patient, it's almost always (if not always) the right decision for the business.”