1. Pearson GC Bjarne
Tellmann
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How To Reboot A Legal Dept. That Just Isn't
Working
By Melissa Maleske
Law360, New York (March 3, 2016, 5:26 PM ET) ­­ When Bjarne
Tellmann stepped into the general counsel role at Pearson PLC,
he confronted a disjointed, far­flung legal department that
resulted from years of acquisitions by an evolving company. He
made it his goal to unite the disparate groups into one cohesive
legal function with a common corporate culture. Here’s how he
did it.
Developing a Culture
Pearson used to look like a holding company, according to
Tellmann. It had acquired numerous companies as it moved away
from being largely a publishing company and into the digital
education field, and their existing operations, including their legal
functions, kept operating as their own organizations.
The same was true of the legal teams working for Pearson’s
legacy businesses, like Penguin Random House. Overall, Pearson had nearly 200 legal
employees spread across six continents.
“When I came on board, Pearson decided that we were now going to be one vertically
integrated company, with single source­enabling functions,” Tellmann said. “So legal would
be one group reporting to one general counsel with one budget and one culture. My task
was to take those 10 or so different legal functions and turn them into one.”
Tellmann didn’t walk into this situation cold. He came to Pearson from Coca­Cola, where he
had worked for many years within its bottling investment division, which controls directly
owned bottling businesses. Coca­Cola’s common practice was to purchase independent
bottling businesses, instill their own standards of excellence on them and eventually spin
them back onto the market. Tellmann had spent most of his in­house career integrating
teams of lawyers from across the globe within the broader Coca­Cola culture.
However, his task at Pearson was different because Coca­Cola had a pre­existing ingrained
corporate culture that touched all aspects of the company, including legal. Additionally, the
bottling businesses it acquired typically had some level of admiration for Coca­Cola as a
highly profitable operation. At Pearson, companywide culture was still developing.
“At Pearson, the challenge was determining where we were, where we wanted to be and
how we would get there,” Tellmann said. “That’s hard because you can’t really create a
culture. ... You can destroy a culture very easily, but it’s very hard to build a culture.”

2. Defining a Structure
Tellmann and his leadership team started by identifying what worked within the culture and
building on that, at the same time seeking out points of vulnerability within the culture that
could be excised. They spent a week in deep discussion over those basic questions — where
do we want to be, and how do we get there?
The whole process was and continues to be a journey.
“You can’t just come out of a room with a bottled culture and just roll it out,” Tellmann said.
“But you can identify three or four core things that were critical to us and to why we exist.
You have to start with that why question: Why are we doing this? Why do they pay us to
come in every day? Why not just go straight to outside counsel?”
Four pillars of purpose emerged from those initial discussions. The legal team, it was
decided, should be proactive and pragmatic, and it should protect and enable the business.
From that core mission would flow strategic priorities.
Rolling out that new initiative meant reshaping legal’s structure. As a relic of many of the
divisions’ independent pasts, the fractured legal teams tended to be closely connected to
specific businesses. In other areas of the company, pools of lawyers existed without
dedicated clients, areas of expertise or responsibilities, and as a result, the approach to
legal management was highly reactive. A problem would arise somewhere in the company,
it would be directed to legal, and someone from legal would address it.
Tellmann’s leadership team created a new model: Every lawyer has a client, and every
client has a lawyer. The business­side clients are expected to help develop the lawyers,
include them in their leadership teams and help them understand what the business unit is
trying to do and how it makes money.
“Part of the culture we were moving toward was this idea that you either sell or you help to
sell, so let’s get much closer to the business and much more accountable for the space that
we’re given,” Tellmann said. “That in turn was feeding into the idea of pragmatism and
proactivity.”
Communicating Change
The blueprints were in place, but Tellmann knew the hard work was still in front of him.
Many of the people within legal were open to change as they had already seen most of the
other business functions coalesce into their own united organizations. Still, their jobs and
departments were about to undergo a fundamental shift, which raised understandable fear
and anxiety about the implications of the change.
“You underestimate those change management aspects at your peril,” Tellmann said. “You
can’t communicate enough. And you have to be constantly trying to create a culture in
which people think it’s safe to speak up and articulate their concerns and fears.”
Tellmann began holding regular town hall meetings. He blogged about the changes and
what underpinned them. And whenever he traveled to meet with different offices, he made
it a point to sit down for coffee and a frank, off­the­record talk with small groups of legal
employees at every level of the organization, not just his direct reports but also people
further into the organization who could convey the mood to him.
Making that job harder was the international nature of the legal department. Tellmann had
to understand and adjust to different communication styles and different approaches to
trust.

3. The role of organizational hierarchy varies across borders, too. And the collision of
industries created cultural rifts: The publishing business was more formal and traditional
while the educational tech companies Pearson acquired had more of an informal, small­
team, Silicon Valley feel.
To that end, a rigid directive to fit every legal employee was impossible, according to
Tellmann.
“You have to be flexible about things like local tweaks and cultures, and you have to allow
that to flourish,” he said.
Getting People on Board
As the changes rolled out, about 15 percent to 20 percent of the legal team was fully on
board with them, according to Tellman. Another 15 percent to 20 percent were resistant,
scared or skeptical, and the rest floated somewhere between the two extremes.
“It takes an enormous amount of patience to get those skeptics on board,” Tellmann said.
“Eventually there comes a point where those people either have to get on the bus, or they
just have to leave, but you can’t push that button too soon because you’ll instill fear in
people. They’ll tell you what you want to hear, but deep down, nothing changes.”
Instead, Tellmann worked on selling the changes and helping people see why it was
attractive. He underemphasized the destructiveness aspect and played up the fact that they
were building something together. He also introduced rotational, short­term cross­office
assignments that he credits with giving the legal team a newly holistic view of the company
and its legal team. It connects people, builds relationships and helps to break down siloes.
“You need to emphasize that you’re building on what exists and not tearing down everything
they know to create a utopia — that this is an evolution, not a revolution,” Tellmann said.
One of the most difficult parts of the change was having the title changes mesh with the
structural changes and with the changing company dynamic as a whole. Some people got
new titles they perceived to be of lower status, in some cases because they were still
carrying titles from their pre­Pearson organizations.
“I don’t know if I have a good answer to how you can make that all good — it can be a
bitter journey,” he said. “The key is you have to calibrate between trying to rationalize that
space and not letting it become complete chaos. But you also have to be pragmatic and
recognize that titles mean something — they’re valuable. ”
Keeping Eyes on the Prize
As Tellmann led the restructuring and new focus of the law department, he also had to stay
focused on the day­to­day responsibilities of a GC: overseeing the management of risk and
cost.
Tellmann set a separate goal of reducing legal spending and has brought costs down by 20
percent, even as the restructuring was taking place. Legal is on track to cut spending by
another 15 percent.
This was accomplished by focusing on shifting the internal­external spend ratio from 60­40
to 40­60. The legal team has adopted a number of new technologies, including contract and
matter management systems, intellectual property tracking systems and new e­billing
tools.
It has also diversified the law firms it uses — previously, about 80 percent of outside

4. spending was concentrated among three firms. Now, Pearson has established panels of
firms for each of its core areas of work, and it has rolled out new law firm policies
addressing billing practices.
Those efforts are complemented by the new structure and culture. Pearson has hired about
28 new legal employees since Tellmann joined the company to add expertise and flesh out
the practice groups within legal that address the company’s categories of global risk,
further enabling legal to move more work in­house.
The reorganization and refocusing of legal began in earnest in April and May 2014. Nearly
two years in, the efforts have to continue. Tellmann calls it a roadmap for a continuing
journey.
“You can’t just declare victory and move on,” he said. “I have to keep traveling around,
hammering [the message] home, coming up with new communication plans and moving the
needle.
“If you really want people to live that culture … they have to feel it in their bones, and
that’s something that just takes time,” Tellman said.
­­Editing by Christine Chun and Kelly Duncan.
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