The Right Stuff: Do you have what it takes to be a commercial lawyer?

The journey to becoming a lawyer is a notoriously hard path and not for the faint of heart. In the United States, becoming a lawyer starts with the LSAT, three years of academic rigors, and then the sprint that is the Bar exam that hopefully results in being sworn in at the court and getting a law license. Many brave souls do not make it to the finish line, some complete the degree and decide not to practice law, some dip their toes never to actually go deep into the law, and some dive right in. Legal training undoubtedly changes the way a person thinks, exercising the mind until logic is (or should be) the default position.

Not everyone who has gone to law school can or should become a lawyer - some are academically brilliant students but cannot apply the law in practice and some do not have the personality - or (to use Angela Duckworth's term) the "grit" - to survive the profession. Some lawyers are so lacking in integrity that they skirt dangerously close to the lines of where professionalism and criminality meet. American TV lawyers are often an ultra-glamorous, feisty, sharp-tongued, and tough lot. In real life, lawyers run the gamut - from matching the TV caricature to the extremely eccentric, and everything in between. The demands and responsibilities of practicing lawyers can bring out the best in people while driving others to drink and drugs. Law is a profession that demands both legal and business acumen as well as a high level of personal and professional integrity. The mettle of one's character and moral fitness is tested to the extent that, even if one passes his or her bar exam, character and/or moral deficiencies in the same could find one barred from entry (or booted out later, after admission).

So when a LinkedIn connection recently made an open call for books that can make a lawyer "more commercially minded", it inspired me to put pen to paper (proverbially) to share my own thoughts on how lawyers - especially young lawyers - can become more "commercially minded". Titles that lawyers who contributed in the post included, The Generalist Counsel, Let My People Go Surfing, The Inside Counsel Revolution, and Lawyering: A Realistic Approach to Legal Practice by James Freund, formerly a partner at Skadden, and The Art of War. These are not books I have read but I will add them to my list. That said, books provide great wisdom and guidance, they are not replacements for real-life experience. Several other key factors make a savvy commercial lawyer who is an asset (and not a hindrance) to the client's business objectives, whether the client is an individual or a company.

As a NY-barred lawyer with more than 16 years' experience holding senior positions in global and multinational companies in the tough commercial climate of the Arabian Gulf (Bahrain and Qatar), I feel qualified to chime in on what it takes to become a commercially savvy lawyer. Having experienced the steep learning curve from the first day of my career as a Technology, Media and Telecommunications lawyer at Orbit Communications Company W.L.L. in 2004 - then a privately owned pan-Arab pay-Satellite TV company in Bahrain, I learned what it takes to be a commercially savvy lawyer by having been thrown in the deep end with nothing but my education (I had my LL.M. in Corporate and Commercial Law from the School of Oriental and African Studies a/k/a SOAS, University of London - I passed the New York in 2007 and was "sworn in" in 2008). Under the tutelage of a very capable Californian lawyer of Lebanese origin, I proved to have an aptitude for project-managing mega projects and wrapping my head around very complex technical contracts for satellites and new technology. It was a tough training ground but one that stood me in good stead for the remainder of my career in the Gulf, which required real grit. I have certainly logged the 10,000 hours that Malcolm Gladwell writes is required to be considered an "expert".

Although I have had an unorthodox career, I believe my takeaways - which I have gleaned over my 16-year long career - are universally applicable. These are my suggestions on how to become a commercially savvy lawyer and are particularly geared towards junior lawyers who are still trying to find their feet:

• Stay calm. I have met a lot of lawyers throughout my years, young and old, who were extremely high strung. You need to be "cool, calm, and collected" to think through complicated legal and commercial issues, to ensure that all the points make sense, that nothing is left out and nothing in your contract/project is contradictory. It can be quite nervewracking to be responsible for a contract that is worth a lot of money (whether it be hundreds of thousands, millions, or billions of dollars) or that can impact another human life or lives. With that responsibility comes the fear that you could screw up the contract which could in turn damage a business or a life. But just breathe, take it "point by point", ask for other perspectives from other lawyers and commercial people if you have lost perspective. Recognize that you do not know everything and you will never know everything. Stress can interfere with your thinking process, your mood, and even your health. So figure out a way to keep your nerves and emotions under control;
• Be humble, deal with your insecurity, and leave the arrogance at the door. A lot of lawyers are "A-types", alpha males and females who need to be the best and yet are rattled by the kind of insecurity that makes them arrogant and sometimes nasty people. Lawyers, like baristas or concierges (to simplify it), are in the service industry - it behooves you to have the mindset of someone in the service industry. Whether you are in private practice or inhouse, your job is to serve the commercial and legal needs of your client/s within the parameters of your profession. Nobody likes an asshole, don't be one. You catch more flies with honey than with vinegar;
• Ask questions and more questions. When you get a new project or contract, it is vital that you understand it back to front and front to back. Even if the questions you have might seem stupid to you (or you are afraid to seem stupid to your colleagues or counterparts), ask them anyway - it's better to be clear and getting it right before a contract is executed rather than saving face and screwing it up. When I first began my job as a technology lawyer for Orbit in Bahrain, I barely knew what a satellite was. But I was fortuitous enough to get exposure to lots of different kinds of satellite-related contracts, drafted them, sat in days-long meetings with team members from all aspects of the business learning about satellites and related cutting edge technology, and sat in contract negotiations with the counterparts. I took copious notes, asked questions, and did my own research to become a subject matter expert so that, a decade later, when I was handed a billion-dollar WiFi satellite connectivity contract to draft at Qatar Airways, I knew what I was doing and got it done pretty quickly (i.e., about 8 weeks);
• Study other contracts. When I first started my job at Orbit in Bahrain, I had never worked on contracts before. My then-boss gave me a stack of executed contracts and he said, "Study these!" with the caveat that "not every contract is the same, it changes to reflect the commercial deal." It is in studying other contracts that you learn commercial jargon, have an opportunity how deals of a certain nature are structured, and you can ask questions in a safe space;
• Beware of blindly copying and pasting "boilerplates." I got into the habit of drafting my contracts from scratch. That meant that I eliminated any danger of copying and pasting boilerplates that had been negotiated for another commercial deal. Good examples of "boilerplates" that do not stay the same no matter what are: a) the Indemnity Clause, which often needs to be negotiated, especially if you want it to be mutual; b) the Governing Law clause; and, c) the Force Majeure clause. You will need to read through the clauses to see what suits your client the best and ensure you do not blindly stick in language that might not be suited to the deal at all - if in doubt, ask another lawyer or technical person as some of the best legal minds I have met have been electrical engineers with 20+ years' experience;
• Research and keep learning. Law is one of those professions where you never stop reading and learning. Be proactive about reading journals, cases, books, do CLE classes to keep your skills and knowledge up to date;
• Do more studies. As someone with two LL.M.s, I am aware of the dangers of studying too much - there are lots of professed "experts" who are purely academic and cannot apply the law in practice. If you have a passion for a particular subject, though, you might consider doing an LL.M. in that subject or even an MBA to expand your intellectual, professional, and networking horizons, just don't forget to stay grounded in the practical requirements of your clients (and again, don't be a jerk about it);
• Keep it simple. Like Kanye West recently said, contracts should be simple. Keep it simple, even if the contract is hundreds of pages long and worth millions or billions of dollars. The contract is the "recipe" or "map" of the deal - strive to write clearly, concisely, in the active tense, and in short, crisp sentences. And, of course, make sure the commercial specifications are all included in the contract - don't miss anything out. Although I have an MA Honours degree in English Language and Literature and already knew how to write before law school, I relied on The Elements of Style by William Strunk, Jr. & E.B. White to develop my own clean and clear writing style. It is often useful to go back to basics in grammar, punctuation, and writing style;
• Stay organized and consistent. You've just been handed a very complex, high-value project to negotiate and draft as quickly as possible? No sweat, stay organized, and do the easy bits first. But don't get lazy, keep checking and double-checking your contract against the original specs so you don't miss anything out. I use a "bullet journal" and plan in analog - it helps to get along with your counterpart and get on the same page about how your contract negotiation will proceed. Stay organized, disciplined, and cordial and you should get your contract done in accordance with a reasonable timeline;
• Become a Subject Matter Expert. One good way to become a very savvy commercial lawyer is to find a subject you find interesting and is useful in your professional milieu and become an expert in that subject or subjects. As the landscape of commerce changes, you might add more strings to your bow by reading, going to conferences, finding experts in the field to learn from, taking classes (whether CLEs or otherwise), and researching and writing articles on the subject. The process of diving deep into a subject that is new to you and translating that into an article will give you a sense of achievement and confidence to know that you can learn anything and turn it into an easy to understand article or contract;
• Network, network, network. As a lawyer, you cannot know everything. Sometimes, you have a legal issue that you just can't crack or you need a second or even a third opinion on an issue. Or, you need information (like the best banking lawyers in Luxembourg, for example). Or, you might need a job or project work. Or you need a recommendation for a job. To be part of the fabric of the legal community, you need to part of the community. This is where it is useful to join committees in your local Bar Association and attend conferences. If possible, speak at conferences or get yourself on a panel. Like other industries, having a robust network that you interact with is one of the keys to success;
• Sleep on it. We've all been there - "This HAS to be done NOW!" To the extent possible, do not allow yourself to get bullied into someone else's false deadline. You should sleep on everything important, contracts, letters, etc. There is something about putting a contract or letter away and coming back to it fresh in the morning that gives you new eyes and the ability to catch mistakes you could not see when you were looking at it for hours and tired and hungry;
• Develop a checklist. When I first started working as a lawyer at Orbit in Bahrain, my first boss gave me some good advice, "Make lots of mistakes, just don't make the same mistakes twice." That advice gave me a lot of freedom, though I did not make too many legal mistakes of any magnitude (I once left the door of the legal department open at night when I was the last one to leave). Whatever my then-boss told me, I wrote down and put it in a checklist that I relied on heavily in my first year as a transactional lawyer. Even now, when I have a big project to work on, I use a checklist and ensure that all of the provisions are in sync with the commercial specifications and there are no contradictory provisions. The overarching spirit of that checklist was and still is, "Does it make sense?!";
• Perfectionism is not your friend. A commercial lawyer has to strike a balance between getting stuff done quickly and efficiently and getting the best deal for your client. You have to know going into a contract negotiation what the priorities are, what points are "musts" and what points you can let go. Do not let perfectionism slow you down or trip you up, the needs of your client have to be weighed against the best deal you can get. You cannot let months drag on (the other party might be responsible for this, but you should not do it as your client is waiting). You have to be reasonable and practical, perfectionism is the enemy;
• Ask for help. There is no shame in asking for help. Discussion is one of the best ways to flesh out ideas. If you have hit a wall, bring your issue to other professionals - whether non-lawyer subject matter experts or other lawyers. I was lucky at Orbit to be surrounded by world-class electrical engineers with in-depth knowledge about satellites and new technology who were very generous with their time and knowledge;
• Stay balanced. Getting enough sleep, exercise, fresh air, and healthy food are vital to performing well as a commercial lawyer (or in life in general). Commercial law is mostly common sense, you cannot think properly if you are not in top shape. Take care of yourself so you can take care of your clients; and, finally
• Keep your nose clean. In the world of commerce, you will inevitably come across ethical issues, some minor, and some serious. You should never allow your professional and personal integrity to be compromised. To paraphrase Winston Churchill, integrity takes a lifetime to build and a moment to destroy. Be vigilant about protecting your personal and professional integrity and your law license, no matter what. You cannot get your good name back. You don't want to live a version of The Firm by inadvertently getting involved in shenanigous practices. Have the strength of character to stand up for yourself (and your shareholders/clients as the case may be) in the face of impropriety. It might be tough to stand up for yourself, but the consequences of not standing up for yourself can be dire.

Being a lawyer is not an easy profession, but it can be extremely rewarding. Commercial law can take you around the world and be a passport to other cultures, as it was for me and the Arabian Gulf (Bahrain from 2004-2011, Qatar from 2011-2019). The law can expose you to the inner workings to some fascinating industries (in my case, that includes technology, media, telecommunications, satellites, and aviation) and it will change the way you think if you have been trained properly. But it is not for the faint of heart: one has to be proactive in one's own professional development, be "switched on" always, and be ready to advocate fearlessly.