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Ropes & Gray attorneys provide timely analysis on legal developments, court decisions and changes in legislation and regulations.
Nitish Upadhyaya: Hello, and welcome to the latest episode of RopesTalk. This time, we’re venturing inside the house, drawing on the experiences and ideas of two senior in-house counsel who have recently joined the firm. Today, we’ve got Amanda McGrady Morrison and Katie Daniels giving us the benefit of their experience partnering with the business to achieve growth and manage risk. And it gives us an opportunity to hear about the challenges that they have navigated over the years. Of course, I’m also delighted to have them with us at Ropes applying these ideas in our client work for the first of a special two-part conversation. Welcome, Amanda and Katie.
Katie Daniels: Thanks, Nitish, for the introduction.
Amanda McGrady Morrison: Nitish, thanks so much for having us. I’m delighted to be here today.
Nitish Upadhyaya: So, Amanda, let’s help our listeners get to know you. Three quick things they should know about you.
Amanda McGrady Morrison: First, I recently returned to Ropes & Gray, where I serve as the global co-chair of our private capital transactions practice. What that means in practical terms is that we help asset managers across the full life cycle of deals. We help them with platform acquisitions and add-ons, all the way to exits, and we also handle GP-led secondaries, continuation vehicles, and other liquidity and structured solutions. Before this, I was the chief legal officer and general counsel of a global private equity firm, leading the legal and compliance functions. And before that, I was at Ropes & Gray, so I had a short tenure away from the firm. And since we’re on a podcast, the third thing I would mention is that lately I’ve been listening a lot to Good Hang with Amy Poehler. It’s been a nice way to have some warm vibes this winter, especially with the snowy weather and some quick feel-good comedy.
Nitish Upadhyaya: I love a good podcast recommendation, so I will be looking that one up. Katie, what about you?
Katie Daniels: It’s a full-circle moment for me as well because I recently joined Ropes & Gray’s Insights Lab as head of ethics and compliance insights. But I come from a more-than-20-year career before that in securities regulation and as a global head of compliance for an asset owner. The combination of being a litigator, a securities regulator, and then an in-house head of compliance really has created some synergistics—observation about what works, what doesn’t work, and how to be really practical when partnering with the business on these important topics. My years of experience, probably my most defining characteristic is curiosity. Honestly, my number one question is “Why?” My second question will be “How?” And understanding the why something is happening or why it’s important for the business drives every decision and recommendation I make. And then, outside of Ropes, in addition to also loving Good Hang, I love the theatre, and so, my most two recent events—one in London, one in New York—was going to see the hilarious Oh, Mary! and then the tragic and closed-much-too-early Little Bear Ridge Road.
Nitish Upadhyaya: You and I share a love of the theatre, Katie. I also saw Oh, Mary! a couple of weeks ago and I almost want to go and see it again. It is spectacular, riotous, really, really good fun. We could talk about theatre and podcasts all day, but let’s get into it. Before we start, the themes discussed in this episode come from Amanda and Katie’s decades in legal practice rather than anything particular to one institution where they spent any time. So, with that, can you help set the scene for us? What’s driving decision-making in global organizations?
Amanda McGrady Morrison: I think in global organizations what we see is an effort to balance the commercial objective with the risk appetite. For asset managers, that’s about value creation for their limited partners and other investors, and it’s balancing that ambition with being thoughtful and pragmatic around risk management. And so, I think while they pursue growth and look for strong returns, they want to do it in a disciplined way, and they’re looking for advisors who can help them with that, both internally and externally. It strikes me that the best institutions that I’ve observed or been part of have really been able to do that by hard-wiring and thinking about risk mitigation and compliance from a very top-down approach, such that it permeates all aspects of the business but in a really accessible way, as opposed to thinking about compliance as being your cops on the ground, if you will.
Katie Daniels: I would agree with that 100%, Amanda, and this is where I’m going to actually draw on my earlier experience as a securities regulator. Before I went in-house as a compliance lead, I had the opportunity for more than a decade to basically read the real-time notes, exchanges, emails of people operating in businesses in good faith where they were pushed possibly to making a bunch of small decisions that ended in a bad outcome. I genuinely believe that most business professionals want to do the right thing, but they’re making calls in often ambiguous environments with incomplete information under time pressure. If it’s a public company, obviously, they’ve got those reporting obligations. In the private asset management world, they’re beholden to the LPs, really trying to set out results. And so, there’s a number of competing pressures. What you need to do is be able to be trusted by the business.
Amanda McGrady Morrison: Totally agree. I think it is so much about the conditions in which you’re making hard judgment calls as opposed to ethics. But that assumes, of course, that you do have a really strong culture of compliance, which, again, I think starts from tone from the top and can be a really effective way, both to talk about it and for leaders to model it and to model that integrity, how they make decisions, being transparent, and then, frankly, owning outcomes, depending on what happens down the road.
Nitish Upadhyaya: We talk about being a trusted advisor, garnering and maintaining trust of the business. Give us a sense of how you do that.
Katie Daniels: Well, it starts in recognizing that general counsel, senior legal officers, senior compliance folks are often sitting in a very unique and privileged position within the business. There are few functions, even at the CEO level, that actually have a practical understanding of each step within a business. We’re the intersection with both the commercial side of the business but also the technology team, the HR team, how folks actually interact day to day, and we have a view, therefore, that provides a deeper and broader understanding than any particular business leader.
Amanda McGrady Morrison: I think that legal and compliance has a pretty privileged place in the organizational structure for asset managers and other large organizations and can really bridge the different functions that Katie was describing. I think that allows them to pull together data and experience from a number of different disciplines and functions across an organization to help look around corners, to help identify creative solutions, and be really well positioned to understand the business objectives of the organization so that they can be creating those solutions that are still within the organization’s risk appetite.
Katie Daniels: Sometimes, you really don’t need to just be thinking about legal and compliance. Sometimes, if you’ve been around the block for a while, you will actually identify that that new technology stream that somebody’s excited about in tech and ops may not actually work with the business. You’ve done deployments of new processes and new structures and can really help—I think this is a huge influence—on change management, mainly because you’ve seen where change management is actually where a new business process falls down. So, if you lean out, take a broad perspective, provide really practical advice on how to get a technology or process into a commercial outcome, you’re providing advice that’s unique and is going to start, as I said, creating that trust muscle. That means when you lean in on your own particular expertise of legal and compliance, they will recognize you as someone who’s put the business first and who has managed to create a different value by your contribution.
Nitish Upadhyaya: I really like that, the idea of understanding where legal and compliance fits in the business, the fact that it becomes this enabler for conversations and the breaking down of silos, which is not often the perception that people have. “I have to go to legal. I have to go to compliance.” But actually, that’s a brilliant way of framing the function, and for folks in the role to realize what they can be for the business. On top of that, I’m going to press you on this because we did talk about trust, can you give us your lessons about how you actually go about building that trust so you can have some of those open and honest conversations with the business?
Amanda McGrady Morrison: I think you’re exactly right, Nitish, that we’ve described the ideal for how legal and compliance can sit within an organization and really serve as that desired “enabler,” to use your word, and, as you noted, it does all start with trust. And so, in terms of the question you asked, how do you get to that place where the business team trusts you in a way that they’re going to make sure you’re in the decision room and they don’t think about you as a traffic cop? I will borrow liberally a line from my daughter’s school, which is, “Relationship before task.” I think it all comes down to building relationships in an authentic way, and that’s where trust starts. So, before you’re offering advice, before you’re coming in with, “You must do it this way,” I think you need to have really taken the time to have developed trust with folks by building a relationship, understanding their business objectives, understanding where they’re coming from, understanding the different competing pressures that are facing a business, or a deal team, an executive committee, a board, a president of the organization. Whatever the role is that the group or the individual you’re providing advice to, I think you need to have really thought about what it’s like to be in their shoes so you can think about, “Okay, I understand the business goal, the risk appetite, the stakeholders’ motivations,” and then, you’re really well positioned to bring the experience that you draw on. And that can be both legal and non-legal, to Katie’s earlier point—it can be reputational concerns or other things you’ve observed about the organization and provide that kind of practical commercial advice.
Katie Daniels: Echoing what Amanda said—you may hear us say “practical” more often than any other word today—being practical is how you create that trust environment. There was one phrase that I would have used from my past life as a head of compliance is that I did not want to be known as the “clipboard lady.” There was no universe where I thought that I was going to add value to the organization by following behind folks with a clipboard as to what was happening or not happening. So, that was my version, Amanda, of the traffic cop. To be in the room where the hard questions are being asked and the commercial decisions are being reached and the trade-offs are being debated, you need to be known as someone who listens, who knits together elements that may not already be present in the room and waits to provide the view until you’ve got a full picture. I have seen—especially very enthusiastic and committed—ethical compliance leaders or risk leaders jump first to, “You need to know this rule,” or, “You need to understand that this is a big risk,” without actually hearing what the full range of opportunities are before them and being able to calibrate what’s a strong way to enter this conversation, hitting our commercial objectives while meeting our ethical obligations. So, in short, listen before you leap.
Amanda McGrady Morrison: I think that’s great advice, Katie. I do think that the more effective leaders—compliance, legal leaders—are listening as much as or more than they’re speaking and they’re able to translate a complex situation into clear choices and really help business-people calibrate what the alternatives are and to together design a path forward that achieves the business outcome that’s desired.
Nitish Upadhyaya: There’s such a great check list there for anyone who’s just starting out in their career all the way across to people who have been in this game for a long time and who just want to do a bit of a reset, especially at the start of the year. You talked a lot about building relationships and maybe there’s a relationship that you can think about or fix or pay a little bit more attention to. And then, comes across about consistency of decision-making and being that trusted person who will not flip-flop around and who’s a known quantity. I think, Katie, then to your point, getting yourself in the room by listening, by being someone who’s prepared to wait, listening before you leap, and the practical advice that then comes with when you understand the commercial piece, when you really get it, and you really live the business. Some really, really top-notch experience points there. Now, on top of this, you’re in the room, you have this trust, you’ve built this relationship with members, senior members, of the business, how do you partner with the business and how do you help them feel seen?
Katie Daniels: You need to really start with time. And when you’re a new or even developing compliance or legal leader have you asked yourself, “Do I actually know the business I’m supporting?” You’re going to need to reach out to the managing director, the head of the business line, wherever you are actually engaged with the purpose of the organization you’re with and simply ask, “Can I join your weekly? Can I listen to your senior leadership team’s regular cadence, so I understand what’s on people’s minds?” This is not an opportunity for you to share your views of compliance or legal risk. This is your opportunity to learn the business, learn the people, understand what motivates them, consider their communication styles, consider the team dynamics, consider all of these inputs where you’re sitting and you’re observing. And a consistent presence, you as a known quantity, and where they are comfortable that you actually know the business, that’s where you’re going to get an inbound question. So, you actually need to deliberately budget the time. If you’re a compliance or legal leader who reports to a CEO or chief operating officer or possibly the board of directors, you need to have a conversation to say, “Part of my time every week is going to be understanding the business and being in the room.”
Amanda McGrady Morrison: I would add two pieces of advice. For folks who are new in a role or their mandate or scope of responsibility has recently increased, I would strongly urge them to consider and figure out some way to have a bit of a listening tour, to go around to different stakeholders within the business to make sure that they really understand the objectives that are relevant to that person or group’s decision-making. And I think that that, again, goes back to the trust point. How you develop trust is by really taking the time and spending the time, taking the effort to be in the room with folks, spend time with them or on Zoom with them—it doesn’t necessarily mean you have to be in person. That would be the first piece of advice. The second is to do exactly what Katie has outlined, which is on the foundation of those initial listening tour type conversations to then be a consistent presence, whether it is in executive committee meetings, investment committee meetings, senior leadership meetings, whatever they are and whatever they’re called, to be there consistently as a person who’s listening and understanding the business objectives, goals, communication styles, etc., so that you can then really help maximize value—be in a position to help create value and not just be in a position of telling people what they can’t do, but helping them figure out ways to actually achieve their goals and create the value that they’re ultimately looking to deliver.
Katie Daniels: One thing also in thinking about this group of stakeholders that we haven’t had a chance to discuss so far is actually the upstream stakeholders, so thinking about governance within a corporation, governance within an asset manager, and the board of directors, possibly external stakeholders like the public or regulators. Again, the legal and compliance leadership on your team is going to be one of the unique sources of insight into what’s on everybody else’s minds as well. And so, you’re the steady presence, you’ve shown up in the meetings, you are hearing and listening to something, and you know, three meetings ago, a member of the board asked a question on this topic or you know—because you’re doing the scan of the regulatory updates—that this is what an SEC exam expectation is for this year. Now, in the course and cadence of their regular meeting, you can say, “Here’s another data point to bring to bear as we think about this,” and give an organic way to talk about board expectations, regulatory expectations, possibly the public’s expectations.
Nitish Upadhyaya: Absolutely. Thank you for knitting that all together. We’ve covered so much on today’s episode. We’ve talked about framing where legal and compliance sits, how you garner trust, and then, what you do when you have built that relationship and you’ve actually got yourself into the room. I’m going to press you for some more takeaways though because I suspect our listeners really want some more. So, before we leave everyone for this first episode, what’s one thing that in-house counsel should do at the start of this year? We’ll start with you, Amanda.
Amanda McGrady Morrison: Hard to come up with just one thing, Nitish, but thank you for the challenge. I think one idea that would benefit really all of us—not just in-house legal and compliance—is to take the time to identify a concrete goal or how to learn more about either the business or the industry in 2026. If you’re in private equity or an asset manager, the landscape is evolving, so really taking the time to be thoughtful around what that evolution may mean and how that will impact the legal and compliance function so that you can be prepared and leaning in as the business is facing those changes and challenges.
Nitish Upadhyaya: And what were you doing, Amanda, in terms of that goal last year? Was there anything in particular you were looking to grow, and how did you go about doing that?
Amanda McGrady Morrison: Yes, trying to really make sure that I was utilizing all the resources available to me. Talking to the internal folks who were involved in investor relations and what they were hearing from investors about concerns and excitement for 2025 (and this was a year ago). Talking to the senior leadership about what they were most interested in thinking about and pursuing as a strategic goal over the course of the year. And then, also talking to our advisors and other law firms, consultants, investment bankers really to try to have my finger on the pulse of what was happening in the broader market, which would inevitably factor into our experience of 2025 and the different pressures we might face.
Nitish Upadhyaya: That’s brilliant. Some really actionable advice there and a bit of a cheat sheet almost on how Amanda did it last year and how you could do it this year too. Now, Katie, same question to you: What’s one thing that in-house counsel should do at the start of this year?
Katie Daniels: Well, I touched on it earlier in my comments today and that’s really to budget the time. Everybody’s going to have opened January 1 with their annual budget. They’re going to think about their budget in terms of dollars spent or earnings expected, but you need to really reflect on the time you have, which is really a finite resource and how much time do you need to bring to knowing and understanding the business and providing this advice.
Nitish Upadhyaya: And, Katie, what did you do in 2025 to live up to that goal?
Katie Daniels: One thing that I think that we need to remember, and it plays off something that Amanda just said, is to know the universe you’re dealing in. Amanda spoke about knowing what the market looked like, knowing which commercial directions we were taking. I think, again, it’s important for a legal and compliance professional to also know what the market for legal and compliance judgment calls are. We’ve spent half an hour talking about the importance of partnering with the business, but one question you’re going to get more often than you may expect is, “What are our peers doing? What is expected on the street?” So, as important as it is to spend time and budgeted time on learning the business, you need to stay connected to your peer network, understand the hard calls they’re making, understand the commercial pressures they’re facing and how they’re reacting so you’ll be in a position to provide that answer when somebody says, “Well, what are they doing?”
Nitish Upadhyaya: Great advice from both of you. Well, thank you so much for sharing your experiences, your ideas, and your thoughts. And I’m excited to be recording with you again soon for our second episode, where we’ll be tackling a range of topics, including AI and governance as well as how you really bring the experience that you have into the work that you’re doing for clients. Thank you all for tuning in to the latest episode of RopesTalk. You can subscribe to the series wherever you regularly listen to podcasts, including on Apple and Spotify. If you’ve got topics you’d like us to cover, a novel perspective you want everyone else to hear about, get in touch. Thanks for listening, have a wonderful day, and stay curious.