Five Lessons I Learned While Working as an In-house Attorney

As an in-house counsel, I have learned a great deal through the guidance of my mentors, the support of my colleagues, and the patience of my clients, and I would like to share some of what I have learned thus far:

1. Overcome being perceived as red tape or as a naysayer by becoming part of the solution. Corporate clients need to close deals and achieve corporate goals. They get frustrated when an attorney tells them “You can’t” or “You shouldn’t.” One of my legal mentors recently decided to start her own business. When I had lunch with her to talk about her new venture, she said to me, “Remember those risks we advised our clients not to take on? Well, I’m taking them on.” I understand that taking on financial and legal risks is part of business operation. Aside from the illegal scenarios, I resist my natural risk-adverse inclination to say “no” and, instead, partner with my clients to find creative solutions to help them achieve their goals and manage the risks they tolerate.
2. Be responsive and communicate with my client often. I learned that clients appreciate it when I respond quickly, even if my response is simply an acknowledgement that I have gotten their request or inquiry and a promise to get back to them at a later date. Sometimes, I have to deprioritize a client’s request when more urgent matters present themselves. Letting my clients know that their requests are still in my to-do pile, despite a change in schedule, is more considerate than leaving them feeling forgotten.
3. Anticipate my clients’ future needs and be prepared to act when such needs become a reality. I worked on a team handling due diligence requests to provide copies of agreements the company had entered into. The process would have been smoother if we had anticipated on answering such requests when we entered into those agreements. After this experience, I learned that, while responding to my clients’ current needs quickly is important, I also need to take the time to learn of their future plans and prepare accordingly. ?
4. Be cognizant of when attorney-client privilege is needed and structure communications to preserve that privilege. In addition to providing legal advice, the more I know how the business operates, the better equipped I become at giving business advice to my clients. However, the attorney-client privilege does not cover all communications between an attorney and her client; it only covers legal advice, not business advice. Although the boundary between legal advice and business advice can blur in the corporate setting, I make a conscious effort to distinguish between the two to preserve attorney-client privilege. (See Unger, Jackie K. “Maintaining the Privilege: A Refresher on Important Aspects of the Attorney-Client Privilege” Business Law Today. American Bar Association. October 2013. Web. May 17, 2016.)
5. Conserve time and energy to negotiate contract provisions that have practical values to my clients. The first time I reviewed and negotiated a Software as a Service (SaaS) contract for my client (as a subscriber to the software), I insisted that we include a source code escrow agreement to the contract because, up to that point, I had only negotiated traditional software licenses, which often included a source code escrow agreement. In hindsight, I should have evaluated the benefits of having the escrow against the time and effort it took to negotiate the source code escrow agreement and the cost of the escrow. If I had done so, I would have realized the source code escrow was unnecessary for that transaction. Now, I work with my clients to learn what is most important to them and devote my time and energy to it. (I understand the need for business continuity, but I am skeptical whether a source code escrow, especially in the context of SaaS, is worth the cost. See Helms, Shawn C. and Cheng, Alfred. “Source Code Escrow: Are You Just Following the Herd?” CIO.com, Feb. 25, 2008. Web. May 17, 2016.)

Luckily, with the support of my mentors, colleagues, and clients, I did not have to learn these lessons alone. The personal connections I build with each of them are among the reasons I find working in-house enjoyable. If you work in-house, I’d love to hear about your experience.