Wednesday, April 13, 2016

Public or Private?

Yesterday I participated in a panel at UT Law School with the intent to give the eager students a peek at a life of practicing in house.  One thing that came up a couple times in the discussion and a few more times after the discussion was officially over was the difference between practicing for a public vs a private company - and whether that difference was material.  And the determination? Well, as most answers in law go - it depends.

There's been a definite increase in regulations governing public companies in the past few years.  Counsel for a public company needs to be at least familiar with the rules even if they don't specialize in corporate work. And they're not alone; the responsibilities for compliance fall on legal, finance, and executive roles.  Many companies are even developing compliance departments with the sole purpose to marshal it all and keep everyone on point.  Which gives a little breathing room to the non-corporate in house counsel, but doesn't completely remove the added complexity of working for a public company.

There's also an increasing perception that practicing in a private company relieves an attorney of all burdens of knowing and following the required regulations for public companies; and consequently, completely unprepared to work for a public company.  I've seen it most predominately when a company is searching for a new (or first) GC.  Since I've never met a founder or a VC that doesn't dream of the huge IPO, even private companies want someone with public company experience for fear that one can't gain the necessary experience in a private company.

Of course most founders and VCs dreams of an IPO or big exit, so if you're working for a funded company you have to at least think about putting the controls in place that would ease that process. Additionally, in a funded company the investors will require many of the same type of controls be in place so they feel comfortable giving more money.  Moreover, the diligence process for selling a company in lieu of an IPO is often more in depth and a lot more time consuming than the diligence process for conducting an IPO. So an attorney can gain valuable experience even working at a private company.

That said, not all founders have big exit dreams.  Some dream of growing a company to a respectable size and serving their customer base for generations.  They want nothing more than to live a good life and leave a legacy to their families.  Those closely held companies don't usually take outside funding.  And they don't really care about following pointless process that don't add real value in at the moment.  They're often not interested in acquiring any other businesses and care more about the day to day transactions than corporate transactions.  A lawyer coming out of this environment won't be prepared to work for a public company without a good mentor to show them the way.

So all this goes to say, whether working in a public vs private company makes a material difference in either the day to day or your chances of getting that promotion often depend on the companies involved, the leadership requirements and whether or not you've got a good mentor.

Monday, April 4, 2016

Autism Awareness Month: The Lessons Continue

It's April. That means it's once again Autism Awareness month. I've made no secret of how Autism has affected my family and my career (I've written about it here and here); and once a year I try to do my part in raising awareness for those around me.  A part of that awareness is realizing that instead of attempting to get an autistic individual to conform to society, there are so many things we can learn from their unique perspective.  And since everyone seems to love a list, here's my top 3 things my son has taught me in the last year:

1. We all need a break sometimes. Kids that are diagnosed with autism (whose parents have decent insurance) get a ton of therapy.  My son has had between 10 and 30 hours of therapy a week since he was almost three.  This is in addition to school - he's in a special ed class which he attends for a little over 7 hours a day. That's a lot of demands to put on a kid. Hell, it's a lot of demands to put on an adult.  And at least once a year he starts having a lot of breakdowns and tears flow when he's asked to go to a therapy session or to school where before he was having fun.  He needs a break, so we take a week off.  He gets a week with no demands but to just be him.  It revives and refreshes him and he almost always has a big movement forward in his development shortly after he resumes.

Transfer that to the land of lawyers and see what kind of jumps in productivity you get if you take a break before you're totally burnt out.  Even in house where we're supposed to have this mythological "work-life-balance", we work 50-60 hours in a good week and routinely average 70-80 stressful hours.  Unlike many in private practice, a boon isn't often followed by a short break while we have to find the next project or client.  We can finish up that big transaction only to fall into the pile of work that was only being triaged and has now turned into a volcano about to explode.  There's always a reason to put off that vacation because there's so much to do.  Combine that with the fact that many of us with families don't do true vacations - we do 'be-responsible-for-everyone-in-a-location-other-than-home'.  Which is often even more stressful.  It's okay to need a real break.  Take a day and let the kids go to school.  Sit and read a trashy book.  Binge watch a show on Netflix you've never heard of before.  Let yourself actually relax and see how a refreshed brain can boost your productivity.

2. Celebrate the small stuff.  Yesterday LG told me about a dream he had about his favorite video game.  It seems silly to celebrate such a mundane conversation, but it was a milestone for us.  See, his autism makes it difficult for him to communicate things that aren't literal.  He's actually still struggling with communicating even those things.  But when he enthusiastically told me about a dream he had where there were the monsters and levels of his game and he was the hero it was like I was seeing a new kid.  We also celebrate when he names an emotion instead of having a meltdown.  "He makes me sad." is enough for a party in my house.  On the surface these seem like small things, but they add up to a very big picture.  And thinking of the little wins renews our faith that we'll get those big ones.

The same is true in the workplace.  Regardless of your department, celebrating that little win can make a big difference in the morale and the engagement of your team.  We don't win big cases everyday, but getting that customer to finally sign the agreement without gutting all the protections is a win.  Getting 90% of the employees to complete that required compliance training on time is a win.  Talking the head of whatever department out of that stupid thing is a win.  Celebrate them.  Realize that the small things matter as much, if not more than, the big things.  They add up to make your team a team of winners.  Or if you ignore them and only celebrate the big wins, you'll have a team of nobodies with one or two 'producers' who get all the credit.

3.  Nothing beats hard work.  Not everyone is born with the natural ability to hit a ball out of the park, perfectly play Mozart or write the perfect blog post.  There are those who just holding a conversation is difficult.  One of the things I have learned from my son and his classmates is that those kids work so hard at things we take for granted.  And to a one, they are achieving things we weren't sure was possible in August.

The same is true for lawyers.  We're not all born superstars.  Most of us are of above average intelligence, which served us well to get into and graduate from law school.  But when you're in the board room with a couple of serial entrepreneurs, your founder who was smarter at 12 than you are now, and whatever other financial gurus the investors send to represent them, you don't always feel so smart.  Numbers may not come naturally to you.  Communicating in business speak may not come naturally to you.  Thinking of the business as a business and not a series of legal issues may not come naturally to you.  But all of these things can be mastered with a little hard work.  I've seen very talented lawyers get their butts handed to them my mediocre lawyers who spent time learning the business and digging into the issues.  Don't be afraid to work hard and don't be intimidated by those ivy league degrees at fortune 100 legal departments.  Odds are they haven't worked as hard as you have to understand your business.  So when they try to rely on their size or revenue and you push back with the truths of your industry, you can get more wins than you think.  And that's worth celebrating.

Monday, March 21, 2016

Top 5 Must Do's for the New to In House Lawyer

I've written about what I wished I learned in law school to make me a better business partner (What I wish I learned in law school); what outside counsel should do to win/keep my business (10 Commandments); and what the first in house lawyer should do to set up a successful department (Top 5 Must Do's For the First In House Counsel).  Lately I've been asked a lot about what the transitioning lawyer should think about.  How do you make the move from firm to in house?  And once there, what do you need to do to be successful?  So here's my Top 5 for the New to In House Lawyer.

1. Drop the ego at the door. One of the first pieces of advice given to attorneys making the jump from firm to corporate america is to remember that you are going from a profit maker to a cost center.  It seems common sense, but you wouldn't believe how many people fail to realize what this looks like in reality.  No, you most likely won't have your own admin/secretary.  If you're lucky you can share one with the department, but no she won't make your lunch plans or type up that letter for you.  She has her own job and it has very little to do with you.  And when it comes time for bonus, stock options, etc., unless you're the GC, don't expect that you'll be valued very high in the hierarchy of the company.  Sales people and the developers making the company's best selling products come before you.  Don't get jealous - if they do their jobs well it means more money for everyone.  Your job now is to support them.  Help the company figure out how to make money.  In the end everyone wins, but your contribution won't be publicly recognized very often.

2. Get to know your company and industry. As a firm lawyer, you have many clients.  You may specialize in a particular area of law and/or industry.  But you will quickly learn that you know very little about how the company actually runs.  You need to know not just the easily researched facts, but the specifics and nuances that come to play in your particular industry. Some industries have a frenemy approach to competition.  Friendly when needed, but always watching the other guy.  Others can be outright hostile, the competition is evil.  Know which one you're in.  Get to know how your company operates within the ecosystem.  You should know how the product works; what the customer sees when interacting with your company; and most of all where the money comes from.  Without this, you'll never understand the big picture strategy.

3. Be prepared to show your worth. Hourly billing may be over but tracking isn't. More and more legal teams are being asked to justify the cost.  Executive teams and boards love metrics - dollars saved in outside spending, number of contracts reviewed monthly, average turn around times, reduction in claims filed, etc. It's a simple enough concept, and makes total sense.  When you can show the people with the purse strings how hard your team is working they're more likely to give up a little extra at bonus time or allow a new hire even when things are tight.  However, it also means that all members of the team need to track things.  Sometimes, technology makes this easy.  Contract management software will help with some of those stats.  But other things just have to be tracked and communicated the old fashioned way.  It sucks to track time spent on a project, but without it there isn't an easy way to justify that new technology or new hire that would ease the load.

4. Join ACC or a similar in house community. Congratulations. You no longer have to generate business like the old days.  And because of that, it becomes very easy to keep your head down, get the job done and then go home to the family.  It's easy to get isolated from the legal community.  But you do so at your own risk.  First, you no longer have a firm full of specialist at your fingers that you can ask a quick question to see if you're on the right track. It's harder to find a mentor who will advise you when the VP of Marketing starts being unreasonable. And when a few years down the line you need to find a new job, you have no idea where to start.  An in house community will provide an easy way to network with other people just like you, usually at reasonable times that don't impact too much on that precious work-life balance that you left the firm for.  Most, like ACC, will also offer online resources that give you a quick reference for that odd problem that everyone faces once, but only once.  And when it's time to start looking for a new job, you'll be amazed at how supportive they'll be sending you opportunities and making introductions to hiring GCs/CFOs/CEOs for positions that will never be posted.

5. Learn to embrace risk. Every company has it's own risk profile.  When you're outside looking in you tend to provide a full laundry list of potential risk to the client and let them figure out what matters.  After all, you're the lawyer not the business decision maker.  And then you move in house and you find that the business decision maker wants a yes or no and very rarely has time for a long explanation of the answer.  So you'll have to learn the risk appetite of your company and it's particular managers.  You'll have to learn how to read the decision maker to know if they're looking for a yes or a no to the question posed.  You'll have to learn how to be okay with the fact that not everything will be passed through legal before it goes to market.  And you'll have to do all this while still keeping as bright a line as you can between you the lawyer and business decisions being made.  It's something we all struggle with, even after years of being in house.  So good luck. And welcome to the in house community.

Monday, November 9, 2015

Regional Work Ethic?

It often seems like themes emerge in my professional conversations.  I'll spend two months getting asked the same question by a dozen different people.  And then I write about it here and the next theme seems to emerge.  And staying true to that tradition, I've had the same conversation with several people at a variety of events over the last 3-4 months.  It seems that for better or worse there is a perception of regional work ethic.

After an article in came out about Amazon's lack of work life balance for its developers it became a hot topic around the tech world.  Should developers complain about a lack of work life balance when they make more money than doctors or lawyers - often with better perks?  Or are we pushing these human beings beyond their limits all in the name of productivity and greed?  I don't claim to have an answer to those questions, but am interested in a spin off from that initial conversation - are there regional differences in work ethic?  Does a developer in silicon valley work harder for their dollar than one in Austin or Atlanta?  Do the lawyers?
My first reaction was a knee jerk - no, absolutely not.  We work just as hard in Austin as those California guys do.

But when I truly reflect on my experience since moving here nine years ago, I have to question whether that's true or not.  I 'grew up' as a lawyer working for a tech company right after the dot com bust. We worked hard and long hours.  I remember having a conversation with my GC at the time as to why my hours in the office had dropped (to 60-65 hours per week).  I was studying for the Texas bar and had moved farther, so spent more time in traffic.  Which was no excuse, so I got a work issued laptop and started working from home in the evenings.  A new lawyer wasn't added until we had at least a regular 70+ hours of important work per week that wasn't getting done.  Less than that and we should figure out how to make it work.  And since we were a tech company, we were not even close to being the hardest working employees.  Our dev crew was always there when I walked in the door and most were there when I left for the evening.

Now contrast that with my experience at tech companies in Austin.  During the summer I get to work around 7:30-8am.  The office is empty.  I leave around 5:30, the office is empty.  I work evenings from home to finish up anything that didn't get done during the work day, and often have to wait until the next day for a response.  As I was trained, I keep an SLA of 24 hours for responses to my internal clients, with a goal of less than 2 weeks for turn around of the actual work product.  I find most legal teams here find that SLA too ambitious.  Even the "big law" lawyers here seem to have a semblance of 'work-life balance'.  And often, the lawyers are working harder than the devs.  So I'm beginning to see how a California entrepreneur may see a regional work ethic effect.

At first I chalked it up to generational differences, we all hear about the millennials demanding more balance from their employers.  But the big law guys aren't millennials.  And most of the devs I work with aren't either.  And then there is my interaction with other regions.  I've had the opportunity to work with devs and lawyers in Atlanta, Maryland, and Chicago in the last 18 months.  Chicago seems to be always on.  Maryland and Atlanta not so much.  They make my dev team look like workaholics.  So maybe there is something to this regional thing?  What do you say to an entrepreneur who says s/he can't get the same work ethic outside of the valley?

Monday, August 10, 2015


One of my guilty pleasures is unwinding with the hubs watching bad tv.  One of the shows I love is Suits.  For those who haven't seen it, the show is set in a law firm where one of the new promising associates is a complete fraud having never actually gone to law school. The hook is that he is actually a really good lawyer - with the help of a few very qualified mentors in the firm.  (None of this could ever happen in real life for a number of reasons - but it makes for great late night tv with the hubs.)

So why am I writing about Suits?  Well, last weeks' episode hit a nerve.  A client asked the associate to speed through an acquisition in two weeks.  My reaction was, that's crazy even for tv!  Which was similar to the reaction of one of the kid's mentors, who said that you couldn't due adequate diligence in two weeks.

What struck a nerve was the request.  How many times has someone walked into your office and asked for something to be done yesterday.  Usually under the cover of there's a huge amount of money to be made or saved - but only if we complete the project yesterday.  There's a lot of pressure on the in house lawyer in that situation.  As a lawyer, you have to meet your professional responsibilities and provide adequate legal representation to your client.  But as an employee, you also have a fiscal responsibility to the company to not tank a deal by being overzealous. So how do you walk the line?

A lot of knowing when to hold the line and when to be flexible comes with experience. Over time you learn which of your sales people is always pushing that "million dollar deal" two days before end of quarter, and when your product team wants to launch the new release without proper QA testing to hit that particular calendar date (usually tied to their bonus or some market trend).  You also learn to read the tea leaves to know when something really is a bet the business deal and when an extra week or month may slow the deal but won't materially effect the value.

And sometimes you just don't know whether the crisis is real or not.  In those cases you have to weigh the risk of missing something material in the rush or losing the value to the company of whatever the requests are being made.  As in Suits, sometimes the risk isn't worth it.  The upside may be great, but missing something material in diligence can be worse. And sometimes, you can give a little on the audit provision and get that sales contract finalized in time for end of quarter without any real adverse affects on the company.  If you're really not sure, ask your GC.  If you are the GC and still unsure, talk your concerns out with your exec team.  Your CFO will be in a great position to advise on whether the value is as real as it's being portrayed.  Your COO will be able to help you assess whether your compliance concerns are material or not.  At the end of the day you have to remember that you are a lawyer first and employee second.  And sometimes the best advice isn't "No", it's just "Slow Down."

Tuesday, July 21, 2015

I'm Bored!

As a mom, one thing gets on my nerves more than anything each summer - the inevitable "I'm bored" statement coming from a kid who has every toy imaginable and a huge yard to play in.  But what I dread even more is the "I'm bored" attitude from an employee.

At best it means I have a disengaged, dispassionate employee with horrendous productivity.  At worst, it means I'm wasting a talented resource who will soon leave me and be difficult to replace.  This is not unique to lawyers, but I've found that it happens more often in the legal team due to the potential isolation of the department because of the nature of our work and the structure of the company.  Unless you're engaged in senior management, in house lawyers don't do a lot of strategy work.  Which means that they're not working on the exciting stuff until after it's floated around the company for awhile.  Junior attorneys and remote/distance attorneys also get left out of collaborative projects that leave them handling routine matters over and over again.  You can only negotiate that indemnity language so many ways before it becomes something you can do in your sleep.

And that's when they start to sleep on the job (figuratively, I hope).  Most employees will give you signs that they're bored.  Good ones will ask for more work, not so good ones will ask for more time off.  Both can poison the productivity of the team - if for no other reason than misery loves company.  Even a bored superstar can't help but put off a vibe of frustration that's highly contagious.  And the superstar can fairly easily find another job.  They may wait it out a bit in hopes of things getting better, maybe out of a sense of loyalty to you or the company.  But eventually they'll leave and all those routine matters land back in your lap.  A less motivated employee may take advantage of the situation and just turn in crap work for awhile until you have to replace them.  And again you've got those routine matters back in your lap, and we know you're not bored.

So what's a manager to do?  Keep an eye out for the signs of boredom - hurried work, procrastination from otherwise productive team members, complaining about everything, etc.  Give opportunities to vary work load within competencies.  So you have one employment lawyer, let her work on some consultant contracts.  Or let your patent guy work on a licensing deal.  Get your employees engaged early on in the life-cycle of the "cool stuff".  Don't outsource all the deal work for that acquisition.  Let the attorney that will draft the terms of use for that new product in on some of the development meetings.  Give them something to shake up the routine.  And take the pulse of the department periodically.  Fully engaged employees will put up with more grunt work because they see the big picture and their place in it.  Disengaged employees see only their day to day and it affects their attitude, which in turn affects the attitude of those around them.  Know who your complainers are and keep them in check.

Sometimes there's nothing you can do for the bored employees.  We have a job to do and sometimes that has to be enough.  If it's not, help them move on with dignity and try to replace them with someone whose idea of gratifying work fits within the definition of the work they'll actually be doing.  If that doesn't work, do what I do to my kids - tell them to come up with their own solution and that you'll help them implement it if possible...or go outside and play. (depending on how many times I've heard the whine that day.)

Thursday, July 9, 2015

Answer the Call

I seem to be spending a lot of time networking these days.  Partly because it's a bit slow at work so I have time to devote to it, partly because I recently joined the board of the Austin Chapter of Association of Corporate Counsel, and partly because I've finally realized that you need to answer the call when someone reaches out to you. As in house counsel, we can get tunnel vision with the day to day of the job.  There is always one more contract to review, one more email to answer and not enough time to get it all done and still have some semblance of a family life.  So we tend to ignore the relatively easy side of professional development - answering the call when someone reaches out to connect with you.

I've had several recruiters reach out to me in the last 3 months.  Not only to attempt to recruit me to a new position, but also to see if they can be of service for my team or if I know anyone that is a fit for the role they're trying to fill.  Even on days when I'm overworked, over-stressed and REALLY don't feel like fielding a sales call, I answer the call.  At worst, I have a lovely conversation with someone who may have my next job even if it's not the one they're pitching now (and maybe make a new friend).  At best, I can connect and help them find the right person.  Which means that both the recruiter and the attorney/professional that I've connected them with will think of me the next time a position opens up.

Same thing applies when a local attorney looking for advice on the in house scene reaches out.  I may not be in the position to hire them now, or even give them sage advice on how to reach the next step.  But sometimes all they need is an ear to bounce ideas off or some insight into an area or a company that they hadn't considered before.  I remember being that newbie and needing advice.  I also remember very clearly the people who were too busy and those who took time to have coffee, lunch, happy hour or a 15 minute phone call.  Sometimes I'm asked about who would be a good fit for a great position - guess who I recommend.

And believe it or not, this applies to non-legal people too.  When the membership chair for that non-profit calls, the controller for that software company you met while at that tech focused happy hour, the salesperson for the contract management software you used to use but have replaced or even the cousin of that work colleague that wants to get into working with Autistic kids reaches out - answer.  Yes, you'll have to learn the artful skill of saying no to the sales pitches.  But, you may need that software in the future or may have a common interest with the non-profit.  You never know how they may add value to your life (professionally or otherwise) and it really doesn't take much to add a small bit of value to theirs.  

Thursday, April 2, 2015

Update to How My Autistic Son Made Me a Better Lawyer

April 2 is International Autism Awareness day.  I've made no secret of how Autism has effected me personally and professionally.  But like everything else in life, living with an Autistic son evolves over time. And while the lessons I first wrote about here are still applicable, I'm continuing to learn from him on a daily basis.  So in honor of Autism Awareness day and of LG, here are the new ways my autistic son is making me a better lawyer.

1.  Acceptance trumps Awareness.  The autism community in general struggles with this one.  With the 2014 stats of 1 in 68 kids being diagnosed (1 in 50 boys), there are a lot of organizations focused on raising the awareness of this disorder.  However, being aware of something and accepting it are two different things.  Understanding how or why something 'is' is just the first step.  Determining what to do next is where the real value is added.  For the autistic community, it is a movement away from viewing autism as a childhood disease to the fact that many adults with autism continue to need accommodation well into adulthood, but can otherwise be contributing members of society.  For an in house lawyer, it means being aware of budget, market or other considerations isn't enough.  We have to accept that reality and be creative in ways of achieving the goals of the business within those confines.

2.  Reaction or lack thereof does not equal lack of understanding.  As my son grows, his communication skills are also evolving.  His receptive communication is much more developed than his expressive communication - which means he understands a lot more than he's able to communicate back.  So there are times when I tell him something and he doesn't respond or react.  It's tough to know whether he actually heard and understood me and just isn't equipped to respond or whether he doesn't actually understand.  As he develops further, it's become clearer that he understands a lot more than most give him credit for, but he often doesn't react as expected. And I've come to learn that this is not a uniquely autistic trait.  There are some business people who don't always react as expected to news of advice.  As in house counsel, we need to manage the interaction and not just the conversation.  Look for the non-verbal clues of understanding and acceptance or rejection.

3. The details matter even when you think they don't.  A lot of autistics focus on details of things that are very important to you.  My son corrected the presenter at a dinosaur show when he used the old name for a particular dinosaur.  He could tell by the toe claw which dinosaur it was.  I, of course, couldn't tell the difference and didn't even notice the claws were different.  But in certain situations the details don't seem like they're a big deal but can really blow up.  By way of example, a friend drafted an executive summary on a major project she had worked for weeks on.  Her boss glossed the summary before submitting it to the exec team and one change he made was to rearrange the 'author names' to list his before hers.  In his mind, it was a report from the legal department and he was their contact.  He wanted them to address further questions and issues to him rather than her so she could move on to the next project.  However, she felt slighted and like her work wasn't respected.  She started looking for another job that day.  Sometimes it seems like those details aren't very important but they are.  It pays to pay attention.

Three new things I may have missed without my 1 in 68.  What have you learned if you from yours?

Monday, March 16, 2015

Knowing what you don't know

I'm often asked what the biggest difference between in house and outside counsel is from the practicing attorney's point of view.  In honesty, I don't have a great answer since my only experience at a firm was doing summer internships during my 1L summer.  What I do know is how it looks to me now - having more than a decade of in house practice under my belt, sometimes as a client to my outside counsel colleagues.

The biggest difference isn't the billable hour, the work/life balance or even the amount of time spent on client development.  The biggest difference is in the way we think.  Law firm lawyers think like lawyers, exclusively.  They issue spot and will list every conceivable outcome.  They will agonize over the risks of a sloppily written indemnification clause and will argue for days over the psychology of selecting a venue. And they are very, very good at knowing what they don't know and seeking help when they reach that point.

On the other hand, in house lawyers think like an amalgam of lawyer and business person.  We don't have time to analyze every little issue, just the big ones.  We don't have the luxury of caring about the .01% chance that venue will come into play, because if we get there it's already done irreparable harm to our business. We make decisions based on half the information all the time, and often go with our gut when it would take too long to shepardize the latest case law on how arbitration clauses are being interpreted by the courts in various jurisdictions. This is what I call practicing law at the speed of business. If we don't get a 'good enough' answer now, they won't wait around to ask us for our perfect answer next time.  So we speed through and take calculated risks (after fully disclosing and getting buy in on the risk profile with the company leaders).  And we often suck at knowing what we don't know.

This is especially true for those of us who practice in small or solo legal teams that have to support every aspect of the business, often on a shoestring budget.  And it makes our relationships with law firms so much more valuable.  By being our sounding board on new issues when they arise, a law firm lawyer can position themselves as our partner in this journey and not just the legal expert in a particular area. By tactifully pointing out general areas that need to be considered - and not the laundry list of every single potential issue no matter how minimal - a firm lawyer can gain a reputation as being reasonable and practical.  Which is great if you want me to send you business on those issues I need outside help on, and even better if you ever want me to recommend you for that in house opening that someone told me about.

Tuesday, February 3, 2015

Top 5 Must Do's For The First In House Counsel

I've done the first in house - first GC thing a couple of times now, and each time I do I learn something different.  But a few lessons have remained constant through every industry, role and political environment. I originally picked up these tidbits of gold from mentors and colleagues who had been where I was and had turned their solo departments into respected legal teams of some very respected companies.  I was lucky enough to have the opportunity to learn from them (and smart enough to actually listen!).

A couple of weeks ago I was having a similar conversation, only I was on the other end of it - giving the advice.  And while I thought about all of the crazy things I've discovered being in house at start ups and tech companies, the listens learned from that first gig and those first mentors seemed more important.  So I'll share the top 5 things for the first in house/GC to do:

1.  If possible, only do it once.  We all know that a lot of the practice of law is repetition.  We negotiate the same clauses in the same agreements with different parties.  Which is great when you're a firm lawyer because billables. But in house repetition can kill you.  You don't have time to recreate the wheel every time some one needs a contract.  Create templates and processes that reduce the amount of time you have to spend on something - eliminate all unnecessary repetition.  You'll be so happy you did as you discover the 1000 other things you should be doing with your time that add a lot more value (and visibility) to your role.

2.  If it doesn't take a lawyer, don't do it.  It's hard, especially in a start up - but there are some things that you are simply over paid to do.  This seems to be more of an issue for women lawyers, but it often falls to the first in house person because they are new and their roles are often undefined.  But secretary of the board doesn't mean you get coffee for everyone.  Nor does being the most efficient mean that you have to coordinate all meetings.  You don't need to sit in on every meeting - just ones where you actually add value or get value.  And just because your HR person or team lead doesn't want to have a difficult conversation with the employee about their hygiene doesn't mean that you have to do it for them.

3.  Know the business better than anyone else.  In order to understand the risks you have to mitigate or advise on this strategy or that, you have to understand the business.  Get to know how your product and services work on an intimate level.  Understand where the money comes from.  You don't have to be able to code, but you should be able to explain how it works generally.  One of the most irritating things to a business person (and one thing that will get you uninvited to many a meeting) is not understanding the role of the company in the ecosystem.  Know your competitors, know your product, know your company.  Get in deep even when there are no legal issues at play.  Once you understand that, you'll be a million times more productive in all the rest of your job.

4. Technology is your friend.  Ten years ago the best technology we had to help our in house practice was word processing and maybe, if you were really ahead of the game, Sharepoint.  Now, there are a ton of technical tools that can streamline processes and add automated controls so that you don't have to personally be involved in every thing that the legal department does.  You may spend a little upfront, but what you spend in development costs is saved in personnel and overhead.  Just like the tools for every other department, some of these can be homegrown adaptations of existing platforms or completely custom tools built in house.  Others can be bought off the shelf or modified by a vendor. There is literally something out there for every need (you may not be able to afford it, but it's there!)  And it's not hard to show the ROI on a contracts management system when you can show a reduction in transaction times that leads to revenue faster, or a docketing system that allows you to renew important IP in a timely and cost efficient manner without hiring a specialist just to perform that duty.

5.  Act like you belong there.  New to in house and the first in house counsel will face a similar issue of not quite knowing where you fit in.  Your title may put you at an exec level or a mid level manager.  Your role puts you in at least a somewhat strategic position like it or not.  So act like you belong at the table on day one.  Don't be cocky - just try to learn at first.  But you should make your rounds with every executive in the company.  Introduce yourself and ask how you can  make their jobs easier.  Ask what time you should be there for that meeting, not whether you should come. And, it doesn't hurt to make the VP of Sales come to your office for the meeting once in awhile.  Remember, you teach people how to treat you.  Act like their peer and they'll treat you like that.  Act subservient and you'll always be treated that way.