Life is different in-house

I recently had a cup of coffee with an attorney who just joined our organization after spending a few years with a local law firm. We had a great conversation and covered a number of topics, but we kept coming back to comparing the differences between what it takes to be a successful lawyer in a law firm versus as part of an in-house legal department. As you might guess, the differences are vast, but it got me thinking about my first blog in which I referenced “The Reebok Rules”. Written by that company’s then GC, Jack Douglass, these rules provided guidance on how to be successful as an in-house attorney. Although they are still instructive fifteen years later, I think the playing field has changed. So here are my thoughts on today’s version of the rules. I’m interested in hearing whether these resonate with other in-house attorneys.

1. You are a business person. Your business is providing legal services to your company. Constantly focus on how to deliver high quality legal services in the most efficient manner possible. Learn from your clients. Electronic automation, outsourcing, wikis and dynamic bidding events are all examples of business tools and practices that are increasingly being used in the legal environment.

2. Learn the style of communication most effective for your client. The smartest attorney is not always the most valuable. You can be a brilliant technical lawyer and fail spectacularly if you don’t have the ability to transfer your knowledge and to influence your clients and colleagues. When you are in a law firm, because they are paying for your time, the client is usually motivated to listen. But when you are in-house counsel, the direct billing relationship is absent. This can make it a challenge for your advice to be heard. If your client is the CTO of a Web 2.0 start-up who uses only a smart phone, rendering your legal opinion in the form of a multi-page legal memorandum is not likely to be effective.

3. To be effective in-house, you need to collaborate and work as part of a team. Individuals don’t scale because we are each limited by the hours in a day – but a team can accomplish amazing things. Among the biggest trends in the world today are the rise of social networking, wikis and other network-enabled communities. Why? Because the power of shared knowledge and work is very compelling.

4. Always be the calmest person in the room. Too often attorneys inflame a stressful business situation, rather than providing calm and dispassionate counsel. In this regard, a quote from former U.S. President, Woodrow Wilson is one of my favorites: “One cool judgment is worth a thousand hasty counsels. The thing to be supplied is light, not heat.”

5. Use humor and humility. Let’s face it, our profession still has a reputation for being dull and arrogant. This creates barriers when you work in-house because many of your clients will start with this frame of reference when they first meet you. The use of humor and humility as tools to remove these obstacles can be very productive in creating a strong attorney-client relationship. So, don’t be afraid to show a sense of humor and don’t act as if you know every answer – instead, ask questions. You will know that you have achieved success when your client says: “You don’t act like an attorney”.

6. Believe or leave. In every company’s history there are low points. During those difficult periods, it is easy to get disillusioned and cynical. This negativity infects everyone you work with and will ultimately damage your reputation. If you aren’t passionate about your company and what you do, you will never be successful. And, note that I am not saying “agree” or leave. Every company has areas that need improvement. It takes passion to identify them and drive positive change.

7. A manager’s job is to provide direction and training and remove obstacles – that’s it. Too many managers (especially new ones) make the mistake of trying to manage every detail of an employee’s work. This is frequently the case with attorneys because, unlike our business partners, we rarely have formal management training. Also, many of us who previously worked in law firms mistakenly equate “management” with the micro-scrutiny our work received from law firm partners. (One of the interesting things we found with OpenWorks was that managing remote employees actually creates stronger more effective managers.)

8. Identify the legal services that provide unique value to your department – outsource everything else. In our legal organization, the majority of employees are transactional attorneys preparing and negotiating thousands of diverse and complex agreements around the world. Most of the dynamic information in this area (processes, technologies and business models) derives from within our company making it more valuable to rely on in-house expertise. That’s why the largest portion of our organization practices this type of work. On the other hand, in other areas, for example, corporate reporting where most of the changing knowledge is external (e.g. new SEC regulations), we have a relatively small team that leverages outside counsel for support.

9. Understand how you are adding value to your department – your department to your company – your company to the world. This requires an in-depth knowledge of your company’s business, competitors and markets. Sometimes this linkage is not as readily visible in the legal department as it may be in other company functions, but being able to articulate it is a great motivator and also useful in helping management understand your value proposition. Each year, I keep a informal list titled “Why you pay us”. It reflects the annual accomplishments of our organization. It’s a good device for helping me explain to others the value of the in-house legal team.

10. Sometimes, you do have to say “no”. Fifteen years ago, most successful in-house attorneys expressed that you never did so without providing an alternative. Today, however, lawyers are increasingly being held to a higher standard and viewed by the government as “corporate gatekeepers”. In this environment, there are occasions when there is only one response – “no”. Although your client may not be happy with the answer, if you have done your job effectively and established credibility, even this negative response will be valued and respected.

5 Comments

Filed under Personal

5 responses to “Life is different in-house

  1. Arnold

    ah, a good one Mike. Nice job.
    I think I would add "Always be right".
    It’s easy to get sucked down the slippery slope. Witness the federal govt’s counsel getting sucked into a loose definition of torture.
    You’re always working with lots of smart folks. Although they won’t say it to your face, they depend on you to be the safety valve, the barometer, the line of demarcation.
    You need to always represent the current definition of "what’s right".
    Sometimes it’s as simple as "be the book". But sometimes it’s subtler than that, when it’s not in the book yet.
    "Always be right" covers it. A jury should look favorably on all advice.
    "Counsel as if the world sees your counsel" is also apropos for the realities of today’s world.

  2. Excellent points!
    10.b. You are there to provide legal advise, i.e. raise the red flag whenever it may be required in order to protect your client. Through my experience I feel that you achieve the same results with "yes, but … with n number of associated risks" than with "no, however if …" types of answers, nevertheless, corporate clients seem to be more prone to receiving positive feedback than to negative one.

  3. An excellent set of rules for the in-house lawyer. What I see throughout the rules is the concept of the in-house lawyer providing true value to the organization and not just being the road block or the guy who always says "no, you can’t do that." Do you have a similar set of rules for your outside counsel, particularly how your outside counsel can provide true value to you in representing Sun?

  4. An excellent set of rules for the in-house lawyer. What I see throughout the rules is the concept of the in-house lawyer providing true value to the organization and not just being the road block or the guy who always says "no, you can’t do that." Do you have a similar set of rules for your outside counsel, particularly how your outside counsel can provide true value to you in representing Sun?

  5. Great points! On the need to be a business partner, I would add that in-house counsel can’t be a "lawyer’s lawyer." We’ve got to emphasize the opportunities and risks of any given legal question rather than the narrower issue of legal liability. For example, a particular course of action may have a reasonable chance of being determined to violate an ambiguous new regulation, but if the worst-case scenario is a nominal fine or harmless injunction and the opportunities are tremendous, than the way forward is clear. Conversely, actions that promise to deliver only marginal upside but that carry even a slight chance of catastrophic losses should be counseled against.
    This seems obvious, but I’ve run across many attorneys who act as if all legal issues are worthy of equal consideration, regardless of consequences.

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