Corporate Lawyer’s Top 10 List of Successful Outside Counsel Habits: #9 Understanding Corporations from Food and Beverage Assistant to General Manger

9.? You understand that corporations are very different from law firms and advise us accordingly.

I never worked for a corporation before I went in-house.? I went straight to law school out of college ????. I clerked for a Judge after law school. I went to Dechert from my clerkship.? Aside from a few high school jobs (if anyone remembers the men’s clothing store Structures ??, I gave incredibly poor fashion advice as a sales associate at the Springfield Mall), I had no real-world experience at corporations.? And it showed.

When I went to a corporation, I was struck at just how differently they worked and felt from a law firm.? A corporation is legally considered a “person” under the law with many of the same rights and privileges afforded to it as individuals.? I am here to tell you that a corporation truly is a person in the sense that navigating it can feel like you are dealing with all the emotions, feelings, and challenges of a real person.? The very best lawyers, and we are talking about the top 10% ?? here, give me top-notch legal advice with strategic considerations to account for the realities of how to effectuate that advice in a corporation and, more specifically, my corporation.

My experience has been that many lawyers, like me, had little corporate exposure before becoming a lawyer.? They often do not fully understand key corporate concepts, such as:

• Matrices – Corporations are highly matrixed.? We have commercial, regulatory, compliance, legal, communications, and many more divisions.? We need to socialize many important legal decisions with these key stakeholders.? The best outside lawyers help me strategically plan for this matrix journey.? This inspiring photo below is a great example of climbing the corporate ladder and how layered companies can be.

• ?Governance – Running a large corporation is the equivalent of having 12 children ????????????????????????????????????????????????????.? You can never know what they are all doing as a parent.? Good companies lean into governance to ensure good behavior.? You create policies, protocols, and processes for making key decisions that could materially affect the company’s performance and reputation.? The best outside counsel understand governance and that Legal and Compliance plays such an important role in good governance that everything we do must lead by example ?? in this regard.?
• ?Managers – This manager/report relationship is the most important relationship to understand in a corporation.? Everyone, from top to bottom, has a manager and everyone is a report.? At a law firm, I never felt as though I had a manager or a boss.? I had many bosses – all the partners that I helped on their cases ??, and they changed frequently.? The best outside lawyers understand the managerial relationship, respect it, and help both the in-house manager and in-house report look good in advising the company.

This lack of familiarity with corporations is not a criticism of outside counsel, but rather a reality to overcome.? How do you that? ??♀? I would say:

1. Read our annual report. ?The annual report is like a guide into better understanding a company’s business.? It will have our latest thinking on our performance, governance approach, biggest risks, ESG, and much more. When you first start work for a client, their annual report should be the FIRST thing you read.
2. Read The Inside Counsel Revolution and High-Performance with High-Integrity by Ben Heineman.? If you want to put yourself in the shoes of your in-house client, these are the books ??.
3. Be Inquisitive During Social or Networking Time with Clients.? Simply ask questions that will inform your better understanding of your corporate client with clear intent to make you more effective.? A few when, how, what, and where questions with genuine interest can go a long way to understanding my corporation and me.

If you spend even a little time taking off your law firm hat ?? and come at a legal issue with a company hat ?? with what you have learned about the company, your clients will keep you in good company ??.

-Brennan