General Counsel Interview with Steven Routburg

Steven Routburg joined Rotary International’s staff in 1996 and has been General Counsel since 1999. He graduated from the University of Michigan Law School and received his undergraduate business degree from the Wharton School of the University of Pennsylvania. He and his staff counsel the leadership of Rotary International, The Rotary Foundation and the Secretariat staff on a wide range of issues about law, and legal and corporate policy. The Office of the General Counsel also supports the organization’s Council on Legislation and manages the grant stewardship function for The Rotary Foundation.

What are the key issues you deal with? 

Routburg: Variety is one of the most appealing aspects of my job. Rotary is everywhere, with over 40,000 member clubs engaged in service activities and charitable work in over 200 countries and geographic areas, including all 50 states. With administrative offices in seven countries, maintaining compliance globally can be daunting. Not surprisingly, evolving tax-exempt and data privacy regulations are two challenges we face. We simply don’t have the resources to operate customized processes in numerous jurisdictions. For instance, as privacy laws such as the General Data Protection Regulation are implemented, we have generally been forced to apply restrictions on a global basis. Our systems can’t easily apply different processes for different regions. 

How big is your staff?

Routburg: We have a staff of 20, including six lawyers, located in Evanston, Illinois and New Delhi, India. We handle the legal matters of a global non-governmental organization, including contracts, personnel matters, litigation, trademark protection, and corporate and tax compliance matters. We also facilitate Rotary’s governance process, manage a grant compliance assurance program for The Rotary Foundation and operate a goods licensing program.

What do you look for in lawyers and other personnel who you hire in-house?

Routburg: Different positions require different skills, but what keeps the team engaged is a desire to be part of an organization that strives to make the world a better place. That’s the common denominator. Rotary surveys its staff periodically on a broad range of topics. Responses to the questions “I believe Rotary is improving communities worldwide” and “I am proud to work at Rotary” are consistently 100 percent positive in the office of the General Counsel.

What is the most problematic compliance area for you right now?

Routburg: As I noted previously, emerging privacy laws worldwide continue to be a challenge. Another area that has been evolving in recent years is a combination of strict Know Your Customer banking regulations, increasing scrutiny and distrust of the activities of non-governmental organizations by certain countries, as well as restrictive anti-terrorism financial regulations. This makes it difficult for our clubs to operate independently in these countries, and makes it difficult for Rotary to move funds to support our grant projects.     

It sounds like your work requires you to be a true generalist. Is there any area of law that you especially like? And the reverse, is there any area in which you look for outside counsel because you dislike it intensely?

Routburg: I love the diversity of work and especially its internationality — getting to know people from all over the world. Our team does have areas of specialty, including contract, employment, trademark and privacy law. The key is to know which matters are most efficiently and effectively handled by outside counsel. A main determinant is jurisdiction. Much of our work is based outside the United States, which generally requires local expertise.  

What are some of the foreign countries in which you’ve hired local counsel, and how do you start that process?

Routburg: Well, it might be easier to list countries where we don’t have local counsel. I just signed off on invoices from firms in Japan, Pakistan, India, Korea and the UK. We work with trademark counsel in the 80 countries where we have registrations. In numerous jurisdictions, there are not many lawyers who have experience in our not-for-profit tax and corporate compliance issues — especially in those countries where the civil society is not as robust. We rely on referrals from current counsel in other nearby regions or in other areas of specialty. We also have the benefit of a global membership that can assist.

What’s the biggest mistake general counsel make when selecting outside counsel?

Routburg: Identifying counsel with expertise is generally not too challenging. My biggest problem is in anticipating the responsiveness of counsel, which I’m not sure how to predict prior to engagement. In any event, most mistakes in selecting outside counsel can be rectified by terminating an unsatisfactory relationship earlier rather than later. So the hardest part, and the biggest mistake, is failing to determine early on that there is a bad fit, whether it be lack of expertise, effectiveness, responsiveness, overbilling, or taking timely action to resolve the issue.