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."

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