Starting a Career as In-House Counsel? #7 - you live in a democracy, you don't work in one

Wouldn’t it be AWESOME if someone let you in on what to expect from a career as in-house counsel?

Wouldn’t it be GREAT if you could know the things that don’t appear in the company onboarding program?

As someone who has been at it for over 20 years, downed a lot of cold coffee, worked a lot of hours and lost a lot of hair, through a series of 10 blogs, I am going to let you know what I know.

When you join a company as in-house counsel, there is a concept that you have to accept from the very beginning……….corporations are bureaucracies and you are an employee in that bureaucracy. 

Private Practice v. In-House Practice

·        Lawyers in private practice do what we do and take instructions from clients, but those clients are not also their employers. In-house lawyers have clients who are also their bosses.

·        Lawyers in an in-house department are complementary to the overall success of the corporation’s business. Lawyers in a law firm are fundamental to the overall success of the firm business. 

·        In law firms, the lawyers are the bosses. In a corporation, even if you report up through a legal chain, somewhere near the top, the organization's most senior legal officer is reporting to a president, CEO, CFO etc.

As in-house lawyers, our clients not only instruct us with respect to legal matters, but also tell us what to do and establish workplace protocols in our capacity as employees. Our employer is also our one and only client. We don’t have and can’t have any others. As a result, we must be ever mindful of the control our employers have over us. We must be equally clear though to ensure that this structural reality in no way moderates our responsibilities as lawyers.

The Departmental Boss

There is typically a quasi-militaristic chain of command in effect in a corporate legal department and in front of clients - you must always show a united front. If you and the general counsel or chief legal officer disagree, her position carries the day. You cannot be equivocal in front of clients. The department must, after considering all options, present one opinion and one opinion only.

Obviously, you want a relationship where if you disagree, you have the opportunity to communicate with your boss and hopefully bring them over to your way of thinking. But, once the decision is made and the department’s legal opinion has been set, whether you agree with it or not, you must support it and advocate for it as if it was your own idea. Don't ever bad mouth the departmental position nor let it be known that you disagreed with it. I can assure you that those type of slippages will get back to your boss and may affect your career.

The Client Boss

I must also warn you that sometimes being a lawyer can be a little disheartening. You give advice, you know you're right and still your client doesn't accept it.

Learn early on in your career that sometimes your client simply says no. Don't be offended. Don't be upset. Don't be pushed back on your heels. Don't pout. Don't take it personally.

With the best of intentions, you may well have given your client perfect advice. You may have even quoted a statute that clearly sets out a clear requirement; no interpretation necessary. And, your client might still say no.   Your client is ultimately the one responsible to consider all of the angles and decide on the organization’s appetite to take on legal risk. That’s what being a client is all about.

This is the life of an advisor. And, that is the life of a lawyer. It is not always easy to accept. When you know that you are correct, when you know that you have given an opinion that can withstand scrutiny, when you know that you have given advice that every other lawyer out there would agree is bang on the money, you must still come to grips with the fact that your client might still say no.

Don’t be a sycophant

Undoubtedly there are going to be times when you simply must tell your client that they really should heed your advice and choose a different path. Do your best to keep these situations to a minimum. Also, be clear that if there is one aspect of your advice where you simply don't believe you can compromise, be upfront about that and tell them where you cannot move but confirm that other issues are up for discussion and compromise. Give your client options whenever you can.

Think long and hard if you are considering challenging their instructions. Obviously, if your client is considering a course of action that is illegal or unethical, your required reaction is obvious. But, in other circumstances, if your client has chosen not to follow your advice, ask yourself, is this a fight worth taking on for the company?

Always try to understand the business needs of your client. Don’t get stuck in your lawyer ways. Appreciate that sometimes you are not going to get what you want. Recognize that the sales person who is making demands of you may not be doing so because they are someone inclined to mislead or be obtuse, but could be doing so because a large sale or deal may rest upon your advice.

Bite Sized Morsels

1- We all answer to someone

2- Respect your client’s needs and your boss’s authority

3- Sometimes you have to look out for your clients even when they are not looking out for themselves

This blog is not legal advice. It is intended (a) for general informational purposes only (b) to acknowledge that starting an in-house practice is hard and (c) to make you go “huh, never thought about it that way”.