Strengthening Small Legal Teams - Stefanie Frank

Made with speech-to-text software, so a few words may be off.

0:00You're listening to the Contract Heroes Podcast, your one-stop shop for all things contract management. And now, here are your hosts, Marc and Pepe. Hello, everyone, and welcome to another episode of Contract Heroes. Today we've got a great one for you. Stephanie Frank is joining us from Thriveworks. She's the vice president associate general counsel over there. Uh, before I flip things over to Pepe, who's gonna give us a little bit more information on what we're gonna be chatting about, uh, I wanted to thank Stephanie for coming on and, and have her give us a little bit more, uh, background information on, uh, what she's been up to. So, thanks, Stephanie. Yeah. Well, thank you for having me. I really appreciate it. Um, it's, it's great to be on here. Um, so like I said, I'm Stephanie Frank. I'm currently living in Virginia. I grew up in New York. Um, I've lived up and down the East Coast. Um, I've been practicing law for about eight-ish years now, and I have only ever been in-house. I've never worked at a law firm. It just...

1:05I was an older graduate, so it was never the thing for me. Um, but I went to law school in North Carolina, and I came up to Virginia to my last semester of law school to work at the FCC, and I had a wonderful externship there under Commissioner, uh, Clyburn, a- who was wonderful, and, um, just, uh, absolutely wonderful. And, and prior to Thriveworks, I worked at the Association for Marriage and Family Therapy, so basically a professional association for MFTs, um, which is how I really wound up in mental health care world law, um, which brought me over to Thriveworks, um, a little over two years ago, um, where I was the second attorney, um, now one of four attorneys, um, in the legal department. We do have one atto- other attorney. She is our payer agreements, so she works on the, um, you know, all of our insurance company contracts for our providers. And so Thriveworks is, um, a leading mental health company.

2:15We have over 300 locations across the country. Um, different from other m- nationwide mental health companies where you're actually seeing a licensed clinician, we hire all of our licensed clin- clinicians. They are all W-2 employees, so that makes it different from a lot of other ones that they're 1099s. They... So with us, they get benefits and, and, and all of that. Um, and we offer in-person and virtual. Little more vir- You know, pandemic made us go very virtual a couple of years ago, uh, right after I started, actually. Um, so we have, you know, great opportunities for in-person or virtual for our clients. And, um, I've always had a respect for the mental health field and the, the clinicians and the mental... who, who work with, uh, people every day, listening to their problems and helping them along, and it is definitely not an easy thing, so, uh, a lot of respect for them. And, you know, we keep growing, and we have over 3,000 employees and, and four attorneys, so it's, well, three and a half. My boss says he only counts half. He doesn't really do anything.

3:26Um, our general counsel, um, doesn't do any legal things 'cause he manages a lot of other... He manages our, some other departments as well, um, and he kinda leaves the legal stuff up to the three of us, um, unless he's absolutely needed. So, uh, yeah, and that's basically it. Well, great. Yeah, that's- Right... that's awesome. And, uh, you know, before we jump in, Pepe, I just... You know, Stephanie, I think it's interesting that, um, you know, you've always been on the in-house side of things. Most of the folks that we talk to do definitely start outside and, and, you know, at law firms, and, and then they move to the in-house side of things. But, um, very cool to hear that you've always been, been in-house. So Pepe, what are we gonna be talking about today? Right. So there's a lot of things that we wanna talk about, right? Especially when we talk about, uh, how an in-house team works, right? Because what I've seen, like, uh, when I used to work with, with, uh, inside a law firm, and it's like, o- when, when you start growing, it means that you start to specialize, right? A lot, on what you're doing.

4:26And when you work with an in-house team, you start to work in everything, right? Because you need to understand the company as a whole. You onl- you don't have to do all the contracts. You only, you, uh, you have to see a lot of employment, uh, tax, you know, corporate, and all these legal branches that need to be taken care of in order to, uh, take care of the company on the legal side. So Stephanie, I would like to kick off this, uh, chat and, uh, so you can give us what you think about how do you become good at everything you need to accomplish when working on a small, agile legal team. Yeah, and you're absolutely right. Um, in, in-house, you end up... I mean, not in-house. In, in a law firm, you end up just doing wills and trusts, or just doing M&A, or just doing, you know, just civil or just criminal or something like that, or one or two specialties, right? And that, and that's really it.

5:28But when, even when in-hou- a bigger in-house, uh, company is, like, Verizon, or I, I knew somebody who headed up labor and employment in, in Northrop Grumman. She has since moved. But... And that's all they do. But when you're in a small in-house legal team, you have to be able to do everything. Um, and it's more... A lot of people say, you know, in-house attorneys, you need to know a little bit about everything, and I disagree. I think you need to know a lot about pretty much anything. There might be some areas where you can know a little bit, um- Even M&A, since we don't do as much, um, M&A in, in our, um, company, uh, although in the future that may change, I just need to know surface for that, you know? So that's fine. But healthcare law, labor and employment, um, certain litigation issues, insurance issues. Um, oh gosh, I can keep going. Contracts, uh, vendor contracts- Just everything. Everything. You, you need to know the, the depth of it.

6:44Um, especially regulatory framework in healthcare, you know, is, is extraordinary and completely different. And licensing, you know, corporate governance and, um, corporate practice of medicine issues in each state, and there's just so much that you need to know to help your company function properly, uh, within the law as well with- as within business requirements and, and business goals. And to assist them saying, "Okay, you know, you might not be able to do it this way, but you can do it this way or this way," and, and give them those options. But in order to be able to give, uh, the, the business side those options, you need to know. You need to know what the rules are, what the laws are, and what they look like, uh, in application. So a- and, and how to do it, sometimes you just gotta dive in. Um, I think that's pretty much how I learned a lot of the stuff they don't teach you in law school. Um, uh, you know, my, my boss, my general counsel, Mark Brooks, he's wonderful, and he's taught me a lot, you know, 'cause he was the single attorney in our company before he brought me on, um, for about two years.

7:59Um, and when I came on, you know, we just exploded. Growth was just massive. So some things even the both of us were learning, um, you know, trial by fire. Um, being like, "Okay, we have this issue, now we have to figure it out." And you have to do some digging, and you have to do some research. Uh, we do use outside counsel. I'm not saying we don't. We absolutely do use outside counsel when it's just to the point where I'm like, "This project is way too big. I need help with it. I can't do research in 50 states on the practice of, uh, telehealth in, um, the practice of telehealth across each state for prescribing, you know, prescribers." There's just too many questions that go with that. Uh, you know, for what can nurse practitioners do? Supervision.

9:02There's just so many, so many questions, and in the beginning I did do a lot of that research myself. Had this whole chart, all these questions. The, you know, you have to be able to think of questions that your practitioners don't think of 'cause I work a lot with, you know, what makes u- us such a great mental health company is a lot of our management team and people in charge of implementing any of our programs are licensed practitioners or licensed, um, MFTs, LPCs, uh, MDs. So sometimes I need to look into it or one of my legal, um, one of my assistant general counsels need to look, need to look at it and say, "Here's a question you're not thinking of." And that's a big part of what we do, and we need to be able to know, you know, that's issue spotting, right? That you do learn in law school.

10:03But that's a big part of what, of what it is to be a generalist in-house counsel, is being able to look at what everybody's doing and ask questions that they're not thinking of, and then finding those answers so that they can actually accomplish what they need to do. Right. And, and, and I mean, Stephanie, I think that's something that we hear often is a lot of the issues or, or fires that pop up once somebody goes in-house or has always been in-house i- is there's not a lot of, um, teaching that's done in law school to, to help them out with these issues that they're facing. Um, and I, and I hopefully, you know, I, I think that's something that's, that's changing. It's something that we hear is changing, but, um, still not to the degree of everything that you're learning is, is really going to be applicable like you would, for the most part, you know, if you were going outside counsel, um, or, or in a law firm. Mm-hmm. But, um, you know, I, I, I think that's super interesting.

11:01And, you know, I, I know that we touched on this a little bit, but how do you, how do you decide, um, for the most part, how do you decide w- what you're going to pass along to, to outside counsel to work on instead of working on yourself? Is it just how long something takes? Is it if it is more specialized, you pass that off? What does that look like? Yeah. And I think it's a, it might be a little bit of both. Um, you know, we sit down and we say a lot of times like, "Is this something that we can handle, or is this something that we have to go to outside counsel on?" Um, sometimes it's just the amount. Um, like as you said, we had a 50-state research project. We had a couple of them. Um, the, the nurse practitioners for our telepsychiatry program, um, we hire, we do, we have a resident program where we hire new graduates who are working towards their full license- licensure in whatever their field is in LPC, uh, MFT, social work. And we have a, a resident program where they can come get their, earn their hours and get supervised with us. Um- But again, each state is different. So there's constant research for that.

12:16The corporate practice of medicine issues, it's each and every single state we need to know if we can do business, how we can do business, what, what does that look like? Um, so those types of really, really big, really heavy research projects we will use outside counsel for. Other things, like you said, something specialized. HR came to us with a text question, and we're just, "I have no idea how this works." And so, you know, those one-off questions sometimes, even when you do your research and you find an answer, you're like, "But how does this actually work? What does this actually look like?" And then you, you need to go to outside counsel to help guide you through that. And I think, um, using outside counsel for those things, especially in a small company, I also have them, you know, draft, sometimes draft things for me, you know, when we do rounds of finance or financing or something like that and just like, I don't wanna draft, you know, all these new agreements.

13:20I do a lot of, we do in-house, draft a lot of agreements like our B2B template contracts, our employment template contracts. Those are all done in-house. But there are some things where I'm just like, "I don't, I don't wanna do this, and I don't want any of my people doing it," and you say, "Okay, outside counsel." Um, and, and just lessons I've learned from that would be it's all about communication and making sure that outside counsel knows exactly what you're looking for. Um, again, going back to the healthcare business, it's very particular, it's very specific, and you need somebody, an outside counsel who knows, um, the healthcare world in order to, um, help you do the kind of research that you need. Yeah. Yeah.

14:09And so definitely, I mean, y- you know, and this was one of the other things that I knew that we were going to talk about, but we kind of just touched on it, is being in healthcare, what are the differences, and, and how do you make sure that you're choosing the right outside counsel? But realistically, it needs to be individuals or an organization that, that has worked in the healthcare field before because like you said, uh, and, and obviously everybody knows that outside counsel is definitely not cheap. So, uh, having them spend their time on appropriate items that is going to give you more time to work on more valuable things, but also have them billing at the lowest rate possible, I think that that's important. Um, and, and you know, something else that I, I'd like to get into, I think this is a good segue, is, you know, I know that the team has, has recently chose, um, or went through the process of choosing, you know, a CLM tool and, um, you know, I'm curious to, to hear what, what types of functionality was, was most important to your team? Where, where were you facing the biggest, the biggest issues when it came to finding a tool that could help with contract management? Sure.

15:13Um, so we'll start with, with the outside counsel, and it's, it is no... You know, with healthcare, like, yes, you have HIPAA, but, so, you know, on top of all the pri- data privacy laws and rules that are coming out, um, and CPI and all of that, um, we don't right now work in the EU, so we don't have to worry about GDPR so much. But on top of that, you have HIPAA, and on top of that, you have state specific healthcare, uh, rules about privacy and records requests. And then on top of that, all of your practitioners are licensed professionals, and all their licenses are different in every single state. And then on top of that, you have the corporate practice of medicine issues of how can we even be allowed as a corporation to offer services in a state, um, and what that structure needs to look like to, to accomplish that. And, and yeah, you absolutely need to find outside counsel who's familiar with that type of structure. Um, and I have found that e- extremely valuable. Um, we use, uh, Waller...

16:25I forget the rest of their names. But we use Waller, who has a great, um, healthcare practice that has helped me immensely in understanding corporate practice of medicine and what it needs to look like. Um, and even on top of that, with healthcare, um, we're also mental healthcare, so there's extra layers of dealing with very serious, very heavy topics that can be very difficult. And, and lawyers are never trained. I always have, feel like I have to point this out. Lawyers are never trained on how to handle those heavy, heavy topics. Um, so of course, we turn to our clinicians to help us when those types of things come in. Um, and just throwing in there as, as a side note. Uh, but as for, um, contract management, when I first started with Thriveworks, uh, we were not a contract heavy company. We had our employment contracts. We had a couple of vendor contracts, obviously. Our electronic healthcare records system, um, we had that contract. We had our Google platform.

17:37You know, we use Google and not Microsoft, and we have that contract. So there was a couple of things, but we didn't use that many vendors. But as we've grown, we've seen so many. Just, it, it's been, "Oh, no. How do we keep up with this now? How do we figure out..." You know, we're, we're, again, we're not talking super, super heavy complex, but we still need to know w- what these contracts are, which department's using them. You know, we just did, we just signed with Salesforce. You know, what, what, um, what departments are using it. Data, data is huge for us, right? Because if they touch any protected health information at all, we need- The business associate agreement, and, you know, we need to make sure that that is there, that exists, and that it's tied to the, the MSA. And we need to, and we need to know when it expires, the auto-renew, 'cause sometimes they just disappear into oblivion.

18:41Or, you know, I'm sure you've heard this many times from in-house counsel where departments don't even tell you. Um, it was like that for a while until we finally put in a contract review process that we still hope everybody uses, and that everything actually comes to legal before people sign it. Um, we try to limit it to signatures for either by me or, or my, um, my boss, the general counsel. Um, so we needed it... And r- right now they're just living on Google, right? They're just in a Google Drive. So we're like, "Okay, it's getting to the point where we need this." Um, about a year-ish ago, we decided we really need it for our leases. Like I mentioned, we have over 300 locations, and all, all of them are leases, so we actually use, I don't know if you've heard of it, OccupyR. It's specific for leasing, um, for leases, and it is a great platform. It, we can find out when our con- when our agreements expire, what, um, you know, w- how many, uh, options to renew we have, how, you know, very lease-specific things, what our security deposit is, all of that sort of thing. Um, but again, that's just the leases.

19:58So then we have all our vendor contracts, and then we also have our payer contracts that I had mentioned before, and tho- you know, we're contracting again across the country. So we need something to manage our vendor contracts and our payer contracts so that our department can really get our, wrap our head around what contracts we even have and what people are looking for and what's out there. And, and, you know, as much as I, when I review a contract, I remind them, "Okay, okay, this auto-renews and you have to cancel within 120 days," and then they don't, and then they come to us, "Can you help?" And we have to go and try to help them fix it. Um, so we're hoping, you know, we wanted a platform that can help with all of that. And one of my assistant general counsels, um, went through a whole bunch of the demos, right? And, and some were more than we need, some weren't quite what we need, and we ended up going with LinkSquares.

20:59Um, and that we actually have our launch kickoff call, um, next, a week from when we're recording this, uh, podcast, so, you know, early July. Um, w- very excited about it. And so we were looking for a thing, you know, not super basic, but basic enough that everybody can use it easily, and we can get the basic information that we need. 'Cause again, we're not very, you know, heavy, complex contracts, although we might be in the future. Um, M&A I'm sure is in the cards for us at some point. Um, so having a platform to help with all that would be extremely helpful. Mm-hmm. And, and Stephanie, did you, I know that you said you, you know, you didn't specifically sit in on all the demos, but when, once things got narrowed down, was there, like, three or five that you, you did take a look at yourself?

22:00Yeah, so we looked at LinkSquares, um, gosh, let's see if I remember any of the names of the other ones. Well, I guess, I guess my question is- Yeah... you know, what, what really set LinkSquares apart? Was it just because it was kind of that perfect fit for where the team was now? Um, you know, I know that they have a, a great, um, uh, their, their AI functionality is, is, uh, definitely one of the stronger ones that's out on the market. Was that something that kind of won you guys over, or was there something else that, that, um, you know, really excited the team and that's why you went with them? Yeah. W- we went with them because of the, yeah, it's very easy to use. Mm-hmm. It gives us the, and it gives us the information that we need, easy to get the reports that we need. Um, and I know our payer department really liked it. I, we had, I think we had narrowed it down to two, and again, I can't remember the name of the other one.

22:57And our payer department was actually like, 'cause we very much took into account what they needed, 'cause they have more contracts- Right... than, than, um, anyone else, and they were the ones who were really like, "This is the one that has everything that we need," easy to use, they can track. Um, 'cause payer contracts, you know, again, are slightly different. Um, there's a lot of requirements, like they require cer- they might require certain things in informed consent and all those kinds of things, and they can pull it out. And what, one thing I remember that we really liked about it was that instead of just saying, "Hey, you have, um, auto-renew," it actually will tell us when we need to give notice and how we need to give notice. And I think those details, so we don't have to, they're just like, "Hey, you have this," um, and it doesn't just copy and paste the, the clause of whatever it is in the contract, but actually says, "Here's what you actually need to know." And that we thought was invaluable. Right.

24:01And one, one of other things, Stephanie, and I think this is, th- this is important, and, uh, uh, you mentioned that the payer de- department was, like, one of the most interested in this project, right? And I think that's a mistake, because there, there's a lot of companies, and I would say that CLM right now is, like, the hot best trend in the legal tech, because everybody has a mess with their contracts, either their size, right? It can be, like, huge corporations to small, to small ones, but very few of them have, uh- Complete control on what's going on with their contract management, right? And I think that, uh, one mistake is thinking about that a CLM is only for the legal department, which it's not, right? So can you tell us, uh, a little bit on who are the other stakeholders in these projects and, and, and what they were looking for when you start looking for a CLM platform? Sure, and yeah, there are other stakeholders. I don't know how many we actually brought in, I'll tell you the truth, so besides the payer department.

25:04Um, but our tech department, our IT department, product department, they contract a- they, they contract a lot. And our growth department, uh, they do as well. Um, I don't believe they gave us any specific like, "Hey, this is what we want a contract management program," 'cause I don't, I feel like it's outside the realm of their thinking. They're just like, "Just sign it." Just, you know, when they send it to us, they're like, "We want this. We need this. We n- we need it right now." Um, you know, our... There's also our B2B contracts, right? We do B2B as well, and those will live in there. And, um, and, and one of our attorneys works very closely with them, so he was keeping that in mind as well, um, 'cause a lot of those are our template. Like, th- these companies don't have a template for, you know, providing healthcare services to their employees. They j- they don't have it, so, um, they use ours. And I think something that we look for in there is a way for the other departments to request those types of things, and being able to let us know about it.

26:21But I, I honestly, I'm not sure how heavily other departments have even thought about contract management besides saying, "Hey, legal, review this please, and sign it." Yeah. And no, and we- We're still learning, right? Right, right. I mean, they don't know what they don't know, because they've never used a, a tool like this. But, you know, I think that it is, is important to mention that at the very least, right, these systems need to have some type of end user portal for folks to be able to go into and submit their requests so that your team isn't getting them via email and then having to upload them to the system, right? Those are just extra steps that- Right... at the end of the day, you know, I mean, if it's only taking, could only take maybe two to three minutes a, a contract, but if you're doing, you know, 10 of those a day, you're, you're losing a, a, a ton of time having to, to import that information and make sure that it's in the system. So, you know, I, I think at the very least, you know, that's something that folks need to, um, other departments should understand is, is that they're going to be able to request and submit these contracts, or look at contracts that they have access to, uh, through a portal instead of, you know, having to dig through their email or even dig through a, um, a repository where you probably don't want them to have access to all those documents.

27:35So I, I think- Yeah... that that's something important, im- important too, so, um- I agree with that, 'cause sometimes they don't save copies of the contract, and- Right... like, okay, well I need to look it up, and they say, and they're like, "Hey, what is this with this contract?" I'm like, "I didn't memorize your contract." And then I gotta go in and, and review it, and it, it takes time, when now I'm hoping that, you know, they'll be able to, on their own volition, go into the system and be able to find the answers they need without going to legal. 'Cause again, we're a very small department with a huge, huge amount of work to do, and to be able to cut down on any of that work of just answering a basic question about a clause in a contract is going to be huge. Mm-hmm. Exactly. Exactly. Uh, well, Stephanie, hey, this has been a great conversation. Um, you know, I, I really love the work that Thriveworks is doing. I think after COVID it's extremely important.

28:32Everybody was locked up for so long. Um, I think we all went, uh, a little loopy. So, uh, if folks wanna learn more about Thriveworks, or maybe there's other folks that are in healthcare and they're in-house legal, and they wanna connect with you just to, to talk, um, business, um- Especially to the lawyers. Yeah. Where's the, um, w- what's the best place to do that? Is that LinkedIn? Yeah. Yeah, absolutely. You can find me on LinkedIn. I'll, I'll give you the link to put in the description, and, uh, yeah. People can, can find me there. Awesome. I change my picture every, like, two weeks, 'cause I can't decide on one. So I'll look different in the next one. Awesome. Hey, well, Stephanie, we really appreciate you coming on. Thanks for, for talking to us. Uh, I really think the, um, the search process and, and folks understanding what y- what your team went through, I think that's important, so we appreciate you being open with us around that. But, um, thanks everybody for listening to another episode of Contract Heroes, and we hope to have you back here real soon. Thank you for having me.