The In-House Mindset

Are you starting a job or internship in an in-house legal department? Advising a business is very different from advising a courtroom or a law school professor or even an individual client. As part of a business, you'll work in a largely advisory capacity and engage in risk analysis that will have a very different feel from the kind of issue spotting you probably did in law school. It may take some getting used to, but learning how to work in the business will give you unique skills and perspectives as an attorney. Here are a few things I learned from my time in-house!

1. It's about risk analysis.

Law school classes largely focus on black-and-white issue spotting and providing clear answers to defined questions. Legal work for businesses (outside of the litigation context) requires a very different mindset. While you will probably engage in some issue spotting, most of your work will probably be in risk analysis. You’ll have to ask much more than: Is this legal? You’ll also have to ask: If this is legal, what does it take for it to become illegal? What are the legal and business consequences if we do this? Is this statute or regulation actually being enforced? And if it is being enforced, what are the chances it will be enforced against us in this situation? What are the risks of taking this course of action over another? And what is the level of risk (low, medium, high)? This is the mindset you’ll probably develop over the course of your externship, and it’s a mindset you’ll want to hold onto any time you are advising a business.

2. You'll have to keep in mind the (frequently unclear) difference between business decisions and legal decisions.

In addition, you’ll have to keep in mind the difference between business decisions and legal decisions. You’ll also want to keep in mind the question of who has “ownership” over a particular decision. Though lawyers can advise the business, lawyers cannot make business decisions. This can be a tricky distinction, as the line between business, law, advising, and decision-making can be blurred at times. It can also be difficult, because business partners at times can be deferential to legal counsel, especially for decisions they are nervous about. Though you probably won’t be making major decisions as an intern, it may be good for you to be aware of this issue and to discuss it with attorneys when you see it arise.

To illustrate this issue, consider a breach of contract. Perhaps a business partner may want to end a contract with a vendor, and he or she reaches out to legal counsel to know whether or not we can just break the contract without legal ramifications. As counsel for the business, you will probably want to expand the conversation. You may want to discuss consequences for the business partnership or your business reputation if you break the contract. You may want to discuss the various consequences for and risks involved in a contract breach. And you may want to discuss the possibility of simply reaching out to the vendor and asking if they will agree to an early termination of the contract. In the end, the business (not the lawyer) must decide whether or not to breach, but as an attorney you’ll want to help business partners see all aspects of the situation as they make a decision. Also keep in mind the Rules of Professional Responsibility and your obligations under the rules as an attorney.

2. It's not about memoranda.

Another way in which in-house work is different from other legal settings is that projects are rarely completed through formal “memoranda.” Answers to legal questions can frequently be sent copied into the body of a casual email. In addition, you’ll want to arrange the information in a way that can easily be sent along to business partners. I highly recommend using bullet points, tables, and charts whenever possible. If the project has a long and complex answer, include a brief summary of your answer at the beginning. And don’t worry about Blue Book citation. Simple citations and hyperlinks are generally more helpful. Know your audience, which can be the HR, business development, or IT departments, in addition to legal.

4. And finally, smile and be yourself! Learn the names of the people you interact with, and get to know people!

Photo credit: Alexander Steinhof via Foter.com / CC BY-NC-ND