POOR BOB’S ALMANAC ON THE ART OF INHOUSE LAWYERING

POOR BOB’S ALMANAC ON THE ART OF INHOUSE LAWYERING

As someone who has practiced as an inhouse lawyer I have thought often about what it takes to be a good, or as I think of it “effective” inhouse counsel, and by effective I mean in the Peter Druker sense, as a company counsel and risk manager who adds value to his/her organization by getting the right the things done. Over time I have jotted down those thoughts and tried to employ them in my chosen craft.

Here then my almanac (with apologies to Ben Franklin) of 15 principles for being a good inhouse lawyer. Some may resonate, some may not, but I hope at least the reader finds them thoughtful and/or thought-provoking and perhaps of some use as they navigate their own jobs and career path.

  1. Understand the company’s business and how it makes money. This cannot be emphasized enough. Learn how to read a balance sheet, income and cash flow statement and have a basic understanding of how the business operates and what the numbers are saying.
  2. Lawyers who master the science of lawyering, that is, knowing the answer to a legal question, are a dime a dozen; the art of lawyering, which is value-generating, involves mastering the more difficult and subtle skills of having your advice followed, with bonus points if the business client adopts it as their idea. Good in-house lawyers are masters of their ego; they are focused less on controlling results and more on influencing thinking.
  3. Good inhouse lawyers are professionals. Borrowing from JFK, ask not what your client can do for you; ask what you can do for your client.
  4. “No” is never the answer, even when it is the answer… “Doing it that way is a heavy lift legally, but we can do it this way…” That is not to say there are situations where something is simply a non-starter (e.g. we want to agree on resale pricing with our competitor), but there are almost always ways to find a legal, and ethical, path for business strategy. And just because people agree or disagree with you does not make you right or wrong, all that matters is the emotionless accuracy of your analysis and judgment.
  5. You need a lodestar for the difficult decisions. For me, it is always to remember my fiduciary responsibility, namely, to protect the assets and reputation of the company. When push comes to shove in a thorny situation, that basic responsibility has often cast a beam of light on my decision making.
  6. Listen more/talk less. Minimizing this bias takes practice and easier said than done for most people, especially lawyers, but it is a rare case where any of us learn something new by talking.
  7. Do the little things. 90% of life is showing up with a positive attitude. Get to meetings on time, return phone calls, and in general err on the side of over-communicating, without making email your only method of communication.
  8. Manage your time: Know what requires an “A” effort, a “B” effort and, yes, no effort.
  9. Write clearly, keep it simple and minimize legal jargon. For instance, a well-drafted commercial contract is one that someone knowing nothing about the deal can read and understand.
  10. Be proactive. Get to know your clients. Invite yourself to meetings, have a cup of coffee and learn about the jobs of your clients. What pressures are they facing? How can you help?
  11. Be creative and innovative. Think like a businessperson but use your legal brain to solve problems. Lawyers are trained to think analytically to break down a problem and solve it. Use those skills.
  12. Many inhouse lawyers are generalists and analogous to a primary care doctor: Good ones can diagnose most issues, treat many of them, are resourceful and know when and where to get help.
  13. “The secret of life is enjoying the passage of time” (James Taylor). Enjoy the process because the process is where you live.
  14. Most inhouse lawyer job descriptions outline, at best, about one-third of the role. Take the job and run with it. Look for opportunities to add value. Make the job your own.
  15. Last but not least, never compromise your integrity. Trust and integrity are at the foundation of being a good lawyer. If clients cannot trust their counsel or think he/she has a sliding scale set of values, then none of the other principles listed here matter at all. It feels sometimes like we live in a culture that says anything that will not send you to prison is ok. Push back on such notions and be a thought leader.

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