Top 24 Tips and Considerations for New In-House Counsel
Becoming a new in-house counsel can be daunting. The following 24 tips and things to consider for new in-house counsel will hopefully give perspective to the new role they will play for their company.
Dive into the Company
- Do your due diligence – look at websites or SEC filings
- Talk to People
- Take every opportunity to see firsthand the operations of the company
- Visit high, middle and low-level operations, no matter how trivial an operation may seem to you at first sight
- Block time off your calendar within the first months of taking over the position as in-house counsel to visit every site so that you can understand the company’s operations
Meet & Greet
- Take every opportunity to meet people (including new hires) and find out what they do
- Get to know the business
- You will be called upon to identify people within the company who are subject matter experts on particular matters.
Learn the Keys
- Marketing: Who are the important customers, vendors? Who is the competition?
- Finance & Accounting: Understand the balance sheet and income statement
- HR: Know the policies and how they are enforced
- Find out what drives the company
- Don’t fall in love, literally—starting a relationship with someone at work can be problematic and undermine your role
- Figuratively, avoid tying yourself to specific executives
- Internal v. external politics are different
- Be courteous and professional with everyone at all times; you never know who the next CEO will be, e.g. mailroom to boardroom
- Get your arms around the niche legal issues of the company
- Some people at the company THINK they know more about the law than you; some of those people actually DO
- Some of those people know more about the company than you do
- Do not act like you are an all-knowing lawyer in all aspects
- Approach captive law firms with care
You Are No Longer a Profit Center
- The primary reason you have joined a company or organization as an attorney is cost savings, i.e. as opposed to the company paying outside counsel fees
- Your department is a cost center. Except in certain specialized areas, your department is not a source of revenue for your employer.
- The demand for your time will be approximately the same or more. Your access to resources will not.
- Be prepared to fight continually for, and to justify the need for, access to outside legal resources, continuing legal education, training, materials, membership in legal organizations, etc., anything that will increase cost.
- Learn how to define your financial contribution to the company in terms of savings, i.e. your legal analysis and advice saved the company x amount of dollars.
Your Days as a Single Subject Matter Expert Are Over
- Interdisciplinary legal responsibility is the rule, not the exception.
- You will be expected to be a subject matter expert on all legal issues affecting the company.
- Even if you are hired into a corporate group for a specialty function (compliance, HR, Benefits, IP, Corporate Structure) you will be tasked with other issues as emergencies and resource constraints arise. If you are perceived as competent, there is no legal area your co-workers believe to be off limits.
- Be ready to answer questions if you can and to conduct research if you cannot.
- Expect surprises! You are no longer in control of what you will handle on a day to day basis.
You Are Now a Business Manager
- Managing a corporate legal function requires budgeting, forecasting, and some financial and accounting acumen.
- You will not excel just by being good at the things you like to do. You will only excel by also being good at the things that you do not.
- Make a conscious effort to learn as much from your co-workers in finance, operations, accounting, etc., as you can. Learn to like financial spreadsheets.
- You may no longer be surrounded by attorneys, but you are surrounded by people who have opinions of attorneys. Be conscious of managing your internal relationships.
- If you are supervising a staff, you may have to submit budgets and manage other people, which are things you may not have had to do in a law firm.
- Giving advice as a business manager as opposed to legal advice is generally not protected by the attorney-client communication privilege.
- Learn the difference and act accordingly.
- Guard the company’s privileges with your life.
You Are Now a Human Resources Expert for the Staff That Work In Your Office
- If you have other attorneys in the in-house legal office you will not excel without superb help from competent and ethical attorneys.
- Make a conscious effort to engage the other attorneys and give them the professional development they need.
- If the attorneys in your office are doing an excellent job then you are doing an excellent job.
- Do not waste time with attorneys that do not work as part of a team and support the mission of the in-house counsel’s office.
- Do not waste time with attorneys that do not have strong ethical values and are not willing to uphold the professional rules that govern all lawyers.
- Learn to properly counsel and/or discipline your staff on a level that is commiserate with the error or omission.
Your Role as a Risk Advisor
- One of the roles you will play as an in-house lawyer is to advise the company of the risk.
- Whatever your area of expertise your clients will ask or will expect that you are able to:
- Outline the risks involved in what the business is trying to do
- Provide an estimate of the risk/exposure
- Help the business to minimize the risk
- Expect to explain in a clear and concise manner the risk going one way as opposed to the other.
- Develop a good working relationship with the company’s risk manager.
Beware the Adversarial Trap
- Depending on what you may have done in private practice, you may be habitually adversarial with the other party’s counsel/negotiating team.
- For transactional efforts (e.g., joint development efforts, licensing, distribution, design/build, etc.) refrain from approaching the transaction as if there is a dispute. All parties have a common goal, which is to do business with each other.
- Your company may want to enter into a contract with a business that you do not believe legally and professionally is a good match. Try and get the deal done in the way that is best for your client.
Don’t Just Be the Party of “No”
- A successful in-house experience means more than just stopping people from doing something “unadvisable.”
- Unless it is patently illegal, bring solutions/advice on curing the problem. You are not the company’s head of the “Sales Prevention Department.”
- One of the most satisfying aspects of working within a company is to help it grow and become successful. Be more than the police, help the business succeed.
- Help enforce the absolute black lines in the law that your company cannot cross and make sure the company is aware of them, but offer legal options and alternatives.
Be a leader
- Be confident in your legal advice and counsel
- Do not be afraid to have candid conversations with the leaders of your company about uncomfortable topics
- Have the professional courtesy to respectfully disagree with key leaders of your company, when necessary
- Don’t make mountains out of mole hills
Do Not Forget That the Company is Run by Humans
- Always remember that human error is inevitable, frequent and common
- Proper checks and balances or internal controls within the company will help alleviate human error
Do Not Forget Who Your Client Is
- Depending on the size of your company and your job responsibilities, you may become embedded with a group for day-to-day interaction.
- Your client is the company. But you still work for the corporation, not sales, not the product group or office, and not any individual.
- Communicate your support for business matters to individuals at your company, but be aware at the end of the day the individual is not your client, the company is.
- Be ethical in all you do and with all you interact with. Cultivate and protect your reputation as an honest broker, not an advocate.
Beware of Forum Shopping
- Sometimes clients get upset if you do not give them the answer they want from you.
- Many times they will suggest the answer they are looking for.
- Some may go to another lawyer inside of the company or outside for a second opinion in hopes of getting a better answer.
- Stay in touch with your colleagues.
Beware the “Monkish Existence”
- You may often be the only attorney or individual with your duties at your company or at your facility.
- Because marketing your service is no longer an expectation, many in-house attorneys gradually withdraw from the broader legal community.
- Make an active effort to keep involved in the legal community beyond CLE, ACC (Association of Corporate Counsel) or other forms of training.
- Reach out to colleagues that are in-house counsel at other companies for both professional and moral support.
Take Care of Yourself
- Serving as in-house counsel is demanding and rigorous.
- Set reasonable boundaries with your client on your personal time, but know you are on call 24/7.
- Take time for your loved ones.
- Take your vacation time and protect it zealously.
- Take time for things that relieve stress, i.e. exercise, reading, hobbies.
- Eat healthy and get plenty of sleep.
Attend Corporate Functions
- See and be seen at a reasonable number of corporate functions.
- Maintain a professional social demeanor at all social corporate functions.
Say Thank You
- You will not be able to do your job alone. You will be forced to lean on subject matter experts within the company.
- Buy a box of thank you cards and keep it in your top drawer.
- Take opportunities to thank people who work at the company who have assisted you.
- Make sure to graciously thank the support staff.
Communicate, Communicate, Communicate
- Frequent, open communication with your client should be the norm.
- Learn the protocols for communication with your client and the directors on the board.
- Learn the expectations of your client regarding communicating emergencies, crises and other matters.
Enjoy the Job
- Remember you are one of the lucky few who are corporate counsel.
- Sit back, relax and enjoy your role.
- Enjoy the company ‘s perks.
The majority of the material used for this reference list was taken from the Maryland State Bar Association’s Legal Excellence Week, March 2022 program presented by Andrew Lapayowker, Esquire, Taren Butcher, Esquire, Kimberly Neal, Esquire and Jim Shea, Esquire titled, “New to In-House Counsel.” All of the panelists are experienced in-house counsel for private and public entities.