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How to Transition to an In-House Counsel Position
January 23, 2014 6:30 PM – 8:30 PM
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Robin N. Baydurcan
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Elan P. Keller
David E. Friedman
Richard B. Friedman
Sharon Mahn
Lesley Matty
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N S T I T U T E
I
C L E
N Y C L A
S O Y OU W ANT TO B E I N
H OUSE C OUNSEL --O UTSIDE L OOKING I N :
H OW TO T RANSITION TO
AN I N H OUSE C OUNSEL
P OSITION
Prepared in connection with a Continuing Legal Education course presented
at New York County Lawyers’ Association, 14 Vesey Street, New York, NY
scheduled for January 23, 2014
Program Co-sponsor: NYCLA’s In House/ Outside Lawyers’ Committee and NYCLA’s
Young Lawyers’ Section
Program Chair: Robin N. Baydurcan, Fross, Zelnick Lehrman & Zissu, P.C.
Moderator: Richard B. Friedman, McKenna Long & Aldridge LLP
Faculty: Rena Barnett, ELR Legal Search; Elan P. Keller, Caplin & Drysdale: Lesley
Matty, Legal Counsel, Richemont North America, Inc.; David E. Friedman, General
Counsel, T-Systems North America, Inc.; Sharon Mahn, Mahn Consulting
This course has been approved in accordance with the requirements of the New York State Continuing Legal Education
Board for a maximum of 1.5 Transitional and Non-Transitional credit hours; 1.5 Law Practice Management.
This program has been approved by the Board of Continuing Legal education of the Supreme Court of New Jersey for 1.5
hours of total CLE credits. Of these, 0 qualify as hours of credit for ethics/professionalism, and 0 qualify as hours of credit
toward certification in civil trial law, criminal law, workers compensation law and/or matrimonial law.
ACCREDITED PROVIDER STATUS: NYCLA’s CLE Institute is currently certified as an Accredited Provider of
continuing legal education in the States of New York and New Jersey.
New York County Lawyers’ Association
Continuing Legal Education Institute
14 Vesey Street, New York, N.Y. 10007 • (212) 267-6646
So You Want to Be In House Counsel--- Outside Looking In: How to
Transition to an In House Counsel Position
January 23, 2014; 6:30 PM to 8:30 PM
AGENDA
Program Co-sponsor:
NYCLA's In House/Outside Counsel Committee and
NYCLA's Young Lawyers Section
Program Chair:
Robin N. Baydurcan, Fross, Zelnick Lehrman & Zissu, P.C.
Moderator:
Richard B. Friedman, McKenna Long & Aldridge LLP
Faculty:
Rena Barnett, ELR Legal Search
Elan P. Keller, Caplin & Drysdale
Lesley Matty, Legal Counsel, Richemont North America, Inc.
David E. Friedman, General Counsel, T-Systems North
America, Inc.
Sharon Mahn, Mahn Consulting
6:00 PM – 6:30 PM
Reception
6:30 PM – 6:40 PM
Introductions and Announcements
6:40 PM – 9:00 PM
Discussion
Information Regarding CLE Credits and Certification
So You Want to Be Inside Counsel--- Outside Looking In: How to Transition
to an In-House Counsel Position
Thursday, January 23, 2014 6:30 PM to 8:30 PM
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Thank you for choosing NYCLA as your CLE provider!
So You Want to be a General Counsel?
How to Maximize Your Chances
By Mark Roellig and David M. Love III
M
any attorneys spend
their formative years
in law firms or in governmental posts and then move
to an in-house position. As they
advance in their in-house careers,
some conclude that they would
like to take on more challenges
and responsibilities, including
leading an entire legal organization. To the extent that these
challenges and responsibilities
are not likely to be provided in
their current enterprise, external
opportunities may be more attractive. Unfortunately for many,
in all the years they worked in
private, government or corporate
practice, they neither acquired
the skills and attributes, nor came
to understand the process, that
would allow them the chance
to become a general counsel.
ACC Docket 73 January/February 2012
The particular needs, relationships and experiences of the
enterprise usually drive internal
general counsel selections. In the
absence of an executive search,
internal candidates rarely go
through a process that is similar
to an external search. Therefore,
the intent of this article is not to
address how to be successful in
advancing to the general counsel
position at your current enterprise, but to focus on how to be
successful at external opportunities. Nonetheless, depending
on how the selection for an
internal general counsel position
occurs, many of the recommendations in this article may
apply to those selections too.
The attributes you need to be a
successful general counsel
interest in legal sophistry, the pros and
cons of various legal alternatives. The
People often argue that leadership
converse is necessary too: You must be
and judgment are innate. However, the
able to clearly explain and translate busiattributes that companies look for in the
ness objectives to other legal experts.
general counsel position are a combinaA general counsel regularly interacts
tion of both instinctive and learned, and
with many diverse constituencies, so it
qualities that people regard as innate
is valuable to cultivate gravitas and excan often be developed with practice.
ecutive presence. You must be effective
We have divided our discussion of these
in presenting and communicating with
attributes into three areas: the first two
large and small audiences, significant
areas cover the skills that may be more
decision makers, boards and employees.
instinctive or experiential, and the third
Lacking direct authority, you must have
area illustrates the skills that you can
the presence, speech and substance to
David M. Love III leads Spencer
and will need to learn, both legal and
engender confidence and credibility
Stuart’s Dallas office and is a
lawyer and member of Spencer
non-legal.
with the board, CEO and other business
Stuart’s Legal Search Practice.
He has 14 years of executive
leaders. The general counsel must come
search experience and focuses on general
Judgment, judgment, judgment
across as confident but also thoughtful.
counsel, other senior in-house lawyers and
compliance-related roles. Love can be
The most important attribute sought
CEOs and search firms find this skill
contacted at [email protected]
in or expected of a strong general counsel
hard to define, but they know it when
candidate is good and tested judgment.
they see it.
This quality involves the sophistication to
A skill that may be difficult to learn
properly evaluate and weigh multiple inputs and impacts of
is the ability to be strategic, to anticipate issues and
any particular decision or course of action. Unfortunately,
estimate risks, including safety, security, reputational,
judgment is something that is hard to teach. But it may be
regulatory and legal. As General Colin Powell said, you
practiced, and you can learn from experience — good and
need to be able “to see around corners.” Rather than
bad. Also, the processes used for good decision-making
focusing on the task at hand and providing the answer
can be enhanced, and there are leadership programs that
to a specific legal question, a general counsel thinks
can help you acquire this skill. As Will Rogers said, “Good
in a different way that considers the surrounding legal
judgment comes from experience, and a lot of that comes
and regulatory environment and how to deliver the best
from bad judgment.” Hopefully, we acquire judgment from
results for the business. CEOs and executive teams don’t
continuously tackling one tough situation after another.
want their general counsel calling balls and strikes —
It is extremely valuable for a general counsel to have
they need help winning the game. An effective general
experience, both in dealing hands-on with complicated,
counsel is creative in identifying proactive solutions to
messy matters that require consideration of compliance,
eliminate or mitigate risks and advance the business. A
litigation, business processes, etc., and in leading complex,
non-strategic lawyer will make decisions too early or too
cross-functional teams and assignments. These experiences
late in the process and miss potential solutions. Identifyforge the skills you need to serve as general counsel. Howing and preserving opportunities and options are key
ever, to paraphrase Peggy Noonan, you must be careful not
strategic traits.
to confuse “good brains” with “good judgment.” Therefore,
A general counsel must also be a leader and a visionbeing a smart and experienced technical lawyer does not
ary. If you create sincere and sustainable passion around a
necessarily equate to having good judgment.
compelling vision, team members will readily follow. You
must inspire others to act and to do the right things. A
The non-legal expertise you need to be a successful
“command and control” style rarely works long term or ingeneral counsel
spires top-level, consistent performance. Finally, you must
It is imperative that general counsel have first-class
have the highest ethics and integrity. You will be making
communications skills. These skills are not all instinctive.
decisions where right and wrong are not always clear.
Learning and practicing communication skills can improve
Never do anything that gives even the slightest appearperformance considerably. The general counsel must be
ance of impropriety, much less something that is actually
able to adapt communications to the audience and simplify
illegal or unethical.
complex legal matters as necessary. You must be able to put
Despite the way the general counsel role may have been
in plain words to business folks, with varying degrees of
perceived years ago, this position is not an opportunity to
Mark Roellig is executive vice
president and general counsel,
Massachusetts Mutual Life
Insurance Company
(MassMutual), and is responsible
for all the legal, corporate secretarial,
regulatory and governmental affairs of the
company. Before joining MassMutual in 2005,
Roellig served as general counsel and secretary
to the following three public companies prior
to their sale/mergers: Fisher Scientific
International Inc., Storage Technology
Corporation (StorageTek) and US WEST, Inc.
He received his bachelor’s degree in applied
mathematics from the University of Michigan,
his law degree from George Washington
University, and his MBA from the University
of Washington. He can be contacted at
[email protected]
ACC Docket 74 January/February 2012
move into semi-retirement. Although you might, but not
always, have more control over your schedule, most general
counsel work as long and as hard as the partners with
whom they interact with at the most grinding law firms.
The ability to sustain long hours under high pressure on a
broad range of matters, and to act decisively with limited
facts, is crucial.
Many significant general counsel positions now require
in-house experience. This is because the skills taught in law
school, or developed and then marketed by law firms, are
only a small part of the broad skills that are now expected
from in-house counsel and especially general counsel. In
particular, the relationships and the business aspects of
how to operate in a complex and matrixed corporate environment, and manage legal issues through an internal legal
department, are critical skills for a general counsel.
The ability to develop relationships is important. You
will need to create associations of confidence, trust and
respect with colleagues, the CEO and the board of directors. These relationships are built or destroyed based
on your track record under fire. The process involved
in developing these relationships requires interpersonal
savvy, the ability to read your audience — their goals,
objectives, values and interests — and the ability to tactfully modulate your approach to the different groups and
individuals. Experience in understanding and interacting
with these constituencies is something you generally do
not acquire in outside practice.
The general counsel is just one individual, and depending upon the issue, must assemble legal teams of
internal and external resources effectively. Thus, the ability to attract, select, develop, direct, motivate and drive
performance from highly diverse teams is critical. This is
true regardless of whether the general counsel is the only
lawyer at the firm or is leading a team of hundreds. Effective mentoring, talent grooming, internal development
and succession planning are some of the most important
skills of a general counsel, as is determining what resources are necessary. What should be the correct mix of
staff, paralegals and attorneys in-house? What should be
their types and levels of expertise? How should they be
organized, and where should they be located? How are
they trained and developed?
General counsel also manage external resources. How
should your team be augmented by experts or external
counsel, from what types of firms and on what fee basis?
Once retained, how should they be managed? There are no
vendor or “partner” management courses in law school, but
some general counsel manage law firms with billings in the
millions of dollars. Most of these skills can be learned from
in-house experience. In addition, there are many programs
that teach leadership and best practices in in-house man
agement. Such groups as the General Counsel Roundtable,
for example, offer those programs.
To be an effective general counsel, experience in the
financial management of a corporate department, including assessing the cost and allocation of resources, is necessary. Because many business leaders, especially the CFO,
focuses on the financial and operational performance
of the legal group, the general counsel must understand
budgeting, forecasting, and the key drivers and levers of
costs. Also, a keen awareness of concepts such as return
on investment and break-even analysis will help you convey the value of various legal projects and investments and
ease the minds of your business counterparts.
Running a corporation generally entails an understanding of and the ability to work effectively with many staff
and operational functions. Because the general counsel is
usually a member of the executive leadership team, you
must comprehend the strategies and business activities of
the company. An understanding of business and key business concepts (i.e., finance, accounting, statistics, marketing, etc.) is a requirement. The ability to contribute broadly
to a host of non-legal business matters and to be conversant
in discussing them with investment bankers, senior leadership, the CEO and the board are critical. Increasingly,
general counsel pursue MBA degrees, and those who don’t
have earned on-the-job experience; have an undergraduate
degree in business; or have taken classes and workshops on
key business and financial concepts.
The world is becoming more global and diverse. The
need to understand and to be sensitive to cultural differences is important to most businesses’ success. To be effective, the general counsel needs to have broad perspectives to attract diverse talent, and to understand internal
and external customers and the various relationships of
global laws and regulations. The capability to assemble
geographically dispersed legal teams (internal and external) to address legal or regulatory challenges is imperative. Experience operating across geographic boundaries,
possessing international legal knowledge or having had
an international assignment can be valuable. Consequently, many general counsels have worked abroad.
Many CEOs prefer that their general counsel have
specific industry expertise, especially where the skills are
not easily transferable, such as in financial services, life sciences or other highly regulated fields. This is hard to substitute and really can only be developed by being in-house
in a particular industry. Choose an industry that resonates
with your interests.
Finally, most companies want someone who “reaches
to touch the stars.” In other words, a candidate who
always wants to do things better, aspires to understand
the business (maybe even run a business) and attain
ACC Docket 76 January/February 2012
something higher. It is this drive not only to be successful,
but to be a leader in all you do that will be attractive to
selection committees.
The technical legal expertise you need to be a
successful general counsel
A general counsel needs to have broad legal subject
matter expertise. Only on rare occasions, and usually only
if there is a unique need or crisis, will an enterprise look
to hire a general counsel with narrow expertise. The most
valuable areas of law include:
• corporate and securities;
• corporate governance;
• litigation (especially class-actions and
investigations);
• risk and dispute management;
• compliance;
• labor and employment; and
• executive compensation.
If you want to become a general counsel, pursue opportunities to gain experience in these legal areas. If you are
in-house, rotating through these areas of legal responsibility can be extremely valuable. A good general counsel who
is working to strengthen the team and to develop successors should provide these opportunities. Even if you are
not provided these chances, you are responsible for your
career and should ask for and seek out such challenges. In
addition, there are many legal programs that offer training
in these practice areas.
In this complex, regulated world, experience interacting
adroitly with regulatory agencies is valuable. Understanding compliance and effectively working your way through
significant and dangerous government inquiries and investigations are increasingly important. In addition, if the laws
or regulations are not favorable to the enterprise, management will want them changed — so legislative or government affairs experience can be valuable. At a company that
is involved in public policy issues or is regulated, experience working and negotiating with regulators and government officials is critical. Often, CEOs specifically seek a
general counsel with regulatory or legislative expertise in
the subject areas that affect their companies.
For the general counsel of a public company, it is important to have expertise in SEC reporting and disclosure —
this is a must. In addition, it is valuable to have experience
working with investors, including activist investors, public
company requirements and rules of company governance
and executive compensation.
Depending on the company and business, merger and
acquisition expertise, or experience in the areas of protec
tion and management of intellectual property and privacy,
may be necessary.
Finally, more general counsel roles include responsibilities for government affairs, compliance or internal audit.
Therefore, depending upon the position, experience in
these areas may be more or less critical, but should work to
obtain education and experience in them.
Get yourself known by the search firms
If you want to be a general counsel, you should take
measures to become known by all of the major executive
search firms. In addition, there are many other firms with
national practices and industry, regional or international
expertise. Target the ones that may have the right search
opportunity for you.
The way to initiate and develop a relationship with a
search firm, if one has not reached out to you on a search,
is generally best accomplished with a warm introduction
(i.e., make a connection through someone known by the
search consultant). If that is not readily available, send a
resume, and a brief cover note with your goals, compensation history and restrictions (e.g., geography), if any. Long,
name-dropping introductions are yellow or red flags and
generally are summarily deleted. Email communication is
preferred. Do not press for meetings or repeatedly pester
the search firm with calls or emails. There is always a
shortage of well-qualified candidates. If the search firm has
something that might be a fit, a representative will call you.
Be sure not to argue your qualifications for an assignment
for which objectively you are not qualified.
While you may know or hear about top search consultants, consider meeting with their associates as well. Often
these associates are tasked with collecting information on
candidates, and can serve advocate for you with the principal recruiter. When they reach out to you, treat them well.
Search firms track their communications carefully. Rude or
non-responsive behavior is duly noted.
Even if you’re happy in your current role, return
calls from search firms. (Your company may well be the
next M&A target.) If you are able to, make worthwhile
candidate referrals. The firm can keep your recommendations confidential.
Keep in mind that in the current world of social media,
search firms and internal human resources teams will use
online references, such as LinkedIn, Facebook, etc., for
sourcing particular positions or investigating someone.
Spend time on your profile; add a picture and references.
A discreet “less is more” approach is best, unless you are
hoping to work in social media. You want to come across
as someone who appears happily employed with succinct
experience information and a page that is not bedazzled
(excessive activity, status updates and recommendations
ACC Docket 78 January/February 2012
all smell of desperation). Remember that what you publicly
disclose on such sites reflects your judgment.
Share your compensation information with the search
firm when asked for it. Every executive on every executive search shares his or her compensation in full. While
some search firms will accept a range of compensation
targets at the beginning of a relationship, rather than
fixed numbers, refusing to provide the information and
detail when asked reveals you as naïve and a rookie, and
you will be identified as such. Be careful and accurate
about your compensation (i.e., base, target bonus, most
recent actual bonus, LTIP and other equity or value).
Some companies will ask for W-2s at the last minute.
Know your unvested equity position. If you mislead the
search firm or its client on this information or other matters, any offer will be pulled, and the search firm will
never contact you again.
Keep the search firm apprised of other searches you may
be involved with. It does not need to know the specific opportunity, but it’s not helpful if you surprise the firm with
this information when its client has invited you back for a
second round or is about to make an offer.
Here is the bottom line: As you are waiting for that call,
concentrate on doing great and innovative things in your
current role. Display that you know how to get things done.
Develop a resume that shows a string of significant accomplishments — hopefully in a broad range of individual and
leadership competencies. Convince potential new employers that they need you to bring that expertise and similar
significant results to their enterprises. A background or
resume of responsibilities is insufficient;detail what you
have done to add significant value to the business. If you
help produce results, search firms will find you.
Outline of Key Attributes and
Skills to Be a General Counsel
Build your network of those who see opportunities
Legal and Technical Expertise
General counsel often receive those “Do you know
anybody who might be interested?” calls, so it is helpful
to develop relationships with as many general counsel as
you can. If you are focusing on a particular industry, those
are the ones you should find. Try to meet these executives
at events or at places where they may be speakers. Look
for opportunities to speak on panels with general counsel.
Generally, you can figure out who the general counsel
thought leaders are in a particular industry, and they are
not necessarily those who are on the “panel circuit.”
Law firm partners often see general counsel opportunities in their early stages. The outside counsel who works
closely with boards often will become aware that the board
or the CEO has decided to look for a new general counsel. In fact, depending upon the circumstances, they may
recommend to the board the need for a new general counsel
or an improved internal legal function. The individuals who
Attributes
• Judgment
• Deal with complex, significant matters that
cut across legal and related areas
• Leadership
• Use of legal strategically
• Anticipate legal issues and risks
• Visionary
• Ability to inspire others
• Hard working
• Decisive
• Impeccable ethics and integrity
• Gravitas
• Reach for the stars
Non-Legal Business Expertise
•
•
•
•
•
•
•
•
•
•
•
•
Industry expertise
Accomplishment that advances the business
Ability to develop relationships
Political savvy and tact
Ability to assemble and lead diverse teams that perform
Ability to select and develop talent
and manage performance
Identification and development of successors
Ability to retain and manage external resources
Legal budgeting, forecasting and controlling costs
Business and financial acumen
Communication skills
International experience
•
•
•
•
•
•
•
•
•
•
•
Overall broad legal knowledge
Ability to develop legal strategy and objectives
Corporate and securities law
Corporate governance
Litigation (especially class actions and investigations)
Risk and dispute management
Labor and employment
Executive compensation
Government investigations
SEC disclosure and reporting — if publicly traded
Unique legal expertise — industry
dependant (e.g., M&A, IP)
• Regulatory
• Legislative
• Compliance
ACC Docket 79 January/February 2012
• General Counsel Roundtable Discussion: CLO’s Role
as Strategic Leader, Trusted Advisor & Problem Solver
(Jan. 2011). www.acc.com/docket/roundtable_jan11
• Recruiting, Retaining and Developing Top
In-house Talent (July 2009). www.acc.
com/docket/recruit&retain_jul09
and the key decision makers, and it can help you strategize
with you how to best work through the process.
Develop a network of people who know you, your abilities, your creativity, your great results and who are willing
to be advocates for opportunities for you. Take a strategic
and disciplined approach to developing this network.
Evaluate the important relationships you have and the ones
you need to develop and strengthen, then take systematic
steps to maintain, track and build these relationships. Sharing thoughts or articles of interest can be beneficial. The
key is not to be intrusive or overly political, but to be on
their radar screen when the next opportunity arises.
InfoPAKsSM
The process to identify candidates
ACC Extras on… How to
Be a General Counsel
ACC Docket
• Role of the General Counsel (Sept. 2009).
www.acc.com/infopaks/role-gc_sep09
• Recruiting & Retaining In-House Counsel (Aug. 2008).
www.acc.com/infopaks/recruit&retain_aug08
Leading Practice Profile
• The Role of the General Counsel in Europe: Leading
Practices in Law Department Management (Sept.
2009). www.acc.com/lpp/gc-euro_sep09
Presentation
• Leadership at the Company Level (Oct. 2010).
www.acc.com/leadership-co-level_oct10
ACC has more material on this subject on our website.
Visit www.acc.com, where you can browse our resources
by practice area or search by keyword.
are “in the know” on these opportunities are often the marquee corporate counsel at the most prestigious law firms.
Find a way to get to know them, and make your expertise
and abilities known, as well as what you are seeking in
your next opportunity. They will not accept any “cold calls”
from junior people they don’t know, so try to get assigned
to work with them on projects or issues where they can
observe your abilities and potential, or make contact at
events or on panels. Obviously, it is in their best interest to
place someone in the position who already has a connection
with their firm — otherwise, a new general counsel creates
the risk of a change in the firm relationship, which can have
a multi-million dollar impact. If these individuals become
aware of a search, ask about the best way to get your name
in the mix. This is a time when a call from them to the
board or the CEO may be valuable, even if you are then
referred to the search firm. The law firm may then be your
best resource to find out more about the company, its needs
Many general counsel positions are filled by attorneys
from outside of enterprise. Notice of opportunities for these
positions can come from different directions. Even if a business is using one approach, such as a search firm, it doesn’t
mean that another approach, such as your network, won’t
help get you in the mix. However, most significant general
counsel placements rely on retained executive search firms.
If the enterprise is using a search firm to identify and
vet candidates, you should understand that process. Foremost, throughout this entire process, remember you are
not the search firm’s client. Its client is the entity that has
engaged the firm for the search.
The normal search process will take four to six months
from the engagement of the search firm (from your perspective, assume four months). First, search firm representatives
will meet with the client organization to obtain a deep understanding of the position specifications. Second, they will
develop a document that summarizes these requirements
and then refine it with their client. Next, they will begin
sourcing candidates, so by the time you are contacted, it is
possible the search has been underway for several weeks.
The search firm representative (often not from the top
recruiter, but one of the associates) may ask if you know
anyone who might be interested in or appropriate for a position such as X. In many cases, they’re inquiring whether
you would be interested. If you are, the consultant will
discuss the position in more detail and request your current
resume. Depending upon the nature of the search, it may
be confidential (the incumbent may not even know it is
happening), and you will answer questions in the abstract
as the search firm looks to narrow its list of viable candidates. If you appear to be a fit, the consultant will provide
you with a position description that usually outlines the
position and its requirements.
Assume you will have to relocate. If you cannot, advise
the search consultant at the onset. Also, keep in mind that
if you are unwilling to relocate, your opportunities will be
extremely limited.
ACC Docket 80 January/February 2012
The search consultant may then interview you, in person
or virtually. The only real exception to this step is if the
search firm already knows you well, or you were recently
presented as a candidate on another assignment the firm
was handling. The search firm will then take the results
of its conversations, interviews and preliminary reference
comments, and share these with the client to determine
which candidates will be invited for interviews. Most companies want to see a diverse slate — in fact, many require
it. If you are selected to meet with the client, you should expect two to three site visits with the company. In addition,
many companies conduct third-party assessments as part
of their selection process, so don’t be offended. The depth
of the assessment can vary from a short online personality
test, to interviews by behavioral experts, to a full day of
testing, a role-play and structured interviews.
Don’t be upset if the process appears to move slowly.
There are a lot of moving parts and a lot of schedules to
juggle. And don’t assume that a lot of extraneous things are
happening — the CEO could simply be out of the country for two weeks. Don’t press the search firm or appear
desperate. Stay cool and realize there are many fluid factors
outside of your control — some of which may work to your
benefit and some to your detriment. If you are the right
candidate, it will work out.
First interviews sometimes can be with many potential
candidates. Mention contacts in the company if you have them.
If you have a senior contact with the company, you should
mention it at the first stage. Search firms are rewarded if they
provide a selected candidate that stays. If they have one that
already has a link to the company, it makes their lives easier.
Once you are in the mix (i.e., you have had a conversation with the search firm), don’t try to go around the search
firm or the process. You will irritate the search firm if you
contact people at the company, and you will also irritate
the CEO if you contact board members or others outside
of the enterprise. These acts are acceptable prior to getting
the call from the search firm, but after you get the call, let
the process work — that is why companies retain search
firms. If you feel a need or desire to talk to someone you
know at the company, you may want to discuss this with
the search consultant and seek his or her input. Remember,
your actions reflect your judgment.
You need to “ace” the interview
In the interview, be ready to discuss the competencies
and skills of a general counsel outlined above. Try to describe examples of situations in which you displayed an attribute and provided value to your client. Look for examples
in which you strategically advanced or assisted the business.
Your first critical interview will likely be with the
search firm. Here, in addition to walking clearly and con
The depth of the assessment
can vary from a short online
personality test, to interviews
by behavioral experts, to a
full day of testing, a role-play
and structured interviews.
cisely through your resume, display gravitas and executive
presence. Be prepared — the consultants will go through
your entire work history (e.g., job, gaps in your resume,
family, moves, etc.). Be succinct, then give more explanation if asked.
You should also be proactive in evaluating the position’s
appeal for you. Ask the search consultant why the search is
being conducted and request details about the position of
the job within the organization, the title and some of the basics to help you determine whether you want to go proceed.
Your second set of interviews will be with the client. Be
prepared. Develop an understanding of what critics and
competitors think about the company. Study the company’s
public filings and financial statements. Review analyst
reports and listen to the company’s last webcast conference. Read the annual report, press releases and marketing materials. Research executive compensation. Navigate
the company’s web site. Read industry blogs and articles.
Review the bios of executives you will meet, looking for
similar interests. Be prepared to tailor your conversation
and think on your feet. Be respectful, demonstrate interest
and energy, but do not appear obsequious.
The interview with the CEO is different from all the
others. He or she will be looking for a good personality.
In many cases, a CEO not only seeks a chief legal officer
but also a consigliere — a trusted advisor and business
partner.
Finalists often meet with one or more board members.
They will ensure that you understand governance and its
best practices, and that you can assist them in meeting
the requirements for their “business judgment,” including
carefully and properly documenting the input, deliberations
and actions taken by the board. They will test for experience in dealing with challenging ethical issues and ensure
that you know when to raise concerns or risks.
Throughout the process, ask thoughtful questions. You
will be graded not only on the questions you answer but
the questions you ask. As you meet with the CEO and
ACC Docket 81 January/February 2012
Understand the law department
structure (centralized/
decentralized) and how
it is viewed or aligned
within the business.
board members, you want to determine their expectations
for the next general counsel: “You would be pleased if I
accomplished what in my first year?” You also need to find
out the attributes they view as critical — what makes a successful general counsel at that business? It is also valuable
to understand the ethical culture — is the CEO looking for
a general counsel who provides legal/risk analysis only or a
“lawyer-guardian” type?
Understand the law department structure (centralized/decentralized) and how it is viewed or aligned
within the business. Inquire how the organization
defines success and the metrics it uses in evaluating
performance. Asking questions that will help you figure
out why the enterprise is conducting a search — what
is missing in the current group? Try to identify what
the law department can do to improve, what company
leadership would like to see changed and whether the
culture will make you thrive or fail (a discussion regarding key success factors). You also may have questions
regarding the high-level strategy of the company and
whether there are any significant legal issues that need
immediate attention.
Do not ask all interviewers the same generic questions
— tailor them to the individual.
Do not take notes during the interview because it can
be distracting. However, you may want to have notes
prepared on questions to ask, and as soon as you exit your
interviews, write down everything you can recall while the
details are fresh in your mind. There is nothing worse than
getting the job and then asking again some of the same
basic questions answered during your interviews.
There are also questions you should not ask. Don’t ask
about the typical work week, the vacation policy or travel
commitments. You can learn about this through other
avenues. Finally, do not discuss or ask about compensation:
Wait until the company wants you before you get into the
specifics of any compensation and its compensation plans.
You also will have questions that you shouldn’t ask company representatives; the search firm may be able to help.
For example, it is valuable to know if there are any internal
candidates. For your longevity, you may want to know the
CEO’s current standing with the shareholders and the
board (this may require some background checking and
review of the company’s performance relative to “street”
expectations). Evaluate the CEO’s tenure and experience.
Finally, try to determine if there are any concerns regarding the ethics of the CEO or the CFO.
After the interviews, share your candid feedback with
the search firm (e.g., “I felt I clicked with the CEO, but
there was something amiss during my meeting with the
CFO. I sensed a ‘competitive tinge’ in the air.”). Ask for
candid feedback (e.g., “How did I do?” “How was I perceived?”). Don’t accept fluff. You took the time to travel
and meet with the company. You deserve to know how
you did, and if you are going to have further interviews,
it allows you to address things that you missed or areas
where you were misunderstood. Search firm performance
in this area is inconsistent, but you should ask.
In talking with the search consultant, be forthright
about your interest level. If you feel tentative, say so at
the outset. Many great placements have occurred with
candidates who initially were not interested. However,
in meetings with the company, there is no real benefit in
being tentative, and if you aren’t invited back, be a grownup and realize that it simply wasn’t the right opportunity.
Read the tea leaves. Trust your gut. If you meet the search
firm’s client and don’t sense a good chemistry fit, tell the
search consultant. You will be respected for your candor
and sophistication. The search firm can also counsel its
client on its perceived conduct so it can get matters back
on track with you or other candidates.
There is no reason to follow up with the company after
the interviews. There is no real benefit in thank-you notes at
this level — unless following up on a specific ask or interest
(e.g., we discussed an article on X, and I indicated I would
send you a copy of the attached). Your communication with
the search firm is your feedback. If you do send a thank-you
note or any follow-up correspondence, make sure it is short,
cogent and grammatically perfect.
Unless you have mutually agreed that it makes sense for
you to pursue other opportunities, don’t advise your current employer that you are out interviewing. Despite what
they say, many executives see it as a lack of loyalty or begin
to view you as a “short timer” and will assign opportunities, promotions or compensation and bonuses to others.
Nonetheless, be prepared to answer the pointed questions
from your bosses if they say that they have heard you
have been interviewing and want to discuss it with you.
And, unless approved by the company, never use company
resources or time to engage in pursuing your personal
external opportunities.
ACC Docket 82 January/February 2012
Enhance the chances of an offer
So what can you do if you really want the position
and you enjoyed the interviews? Not much. Back-channel
communications with the board or other management, as
discussed above, can backfire. Your only real opportunity
to shine will be your references. Keep in mind that the CEO
will want to hear from other CEOs you have worked with,
if possible; also, board references are often helpful. Try to
choose and tailor any reference to the particular position.
Make sure your references have your resume, know the key
points you want them to stress and the specific examples of
your performance in these areas (concrete examples are better than something vague like, “She is proactive”).
Most companies will require a background check and
usually a drug test as a condition of any offer. Make sure
your resume is completely accurate. You may need to
become a member of the bar in the jurisdiction where you
will be practicing (most states allow for an in-house counsel admission for corporate practice). Therefore, depending
upon where you are licensed and how long you have been
practicing, you may want to consider the necessary steps to
getting this accomplished.
Great news — you got the offer! Now what?
Before you get an offer, make sure that the company has
your current compensation data. If you feel you are getting
close to this point in the process, prepare a complete summary of your compensation and equity position. Nothing
is worse than getting an offer that you immediately say just
won’t work — everyone gets upset.
You should read the proxy to get a sense of the executive
compensation programs and plans, especially for the previous
general counsel, if you can find it in the proxy). Figure out the
title structure and make sure you clearly understand where
the position fits and to whom it reports. Understand that you
may not immediately step into the same compensation level as
the previous general counsel. Each situation is unique.
Carefully consider whether you are being offered a
contract. Generally, having a contract is in your best
interest, but it is increasingly rare. If other executives lack
contracts, you will too. For large companies that don’t
provide contracts, often provisions in company plans address the significant issues, such as severance or changes
of control. Discuss these areas and gain comfort with
your protections. Also, you will want to comprehend the
indemnification provisions and D&O coverage. Learn
how any vested or unvested equity is handled with respect
to change of control or termination. Finally, understand
the provisions relating to eligibility for plans (retirement,
pension, 401(k) vesting, etc.). Accepting a position at age
57, when it takes ten years to become eligible for retirement, requires careful thought.
For a significant position, you may be well advised to
seek assistance from a third party compensation consultant
or attorney to help you evaluate and provide input on the
offer. These professionals can ask the company human resources team some of the tough questions regarding plans
or compensation. It takes you out of the mix — you want
the position and can’t wait to start — and it allows someone else to figure out the specifics, advise you and possibly
even negotiate for you.
Finally, if you think you will accept a counteroffer from
your employer, tell the search firm early. If you do accept
a counter from your company, the search firm likely will
not call you again. Think about this carefully early in the
process and before you get to the offer stage.
Best job in corporate America
Being a general counsel may be one of the best jobs
in corporate America. It is not without risk and can be
complex and challenging, but when properly performed,
it offers you the opportunity to have a significant influence and impact on a business. It should attract the “best
and brightest.” Don’t miss out on the opportunity because
you failed to understand the skills and competencies you
need to develop during your career, or because you did not
understand and effectively work through the selection and
hiring processes.∑
Have a comment on this article? Visit ACC’s blog
at www.inhouseaccess.com/articles/acc-docket.
Reprinted with permission of the authors and the Association of Corporate Counsel as
it originally appeared: Mark Roellig and David M. Love III, “So You Want to Be a
General Counsel? How to Maximize Your Chances,” ACC Docket volume 30, issue 1
(January/February 2012): 72–83. Copyright © 2012, the Association of Corporate Counsel.
All rights reserved. If you are interested in joining ACC, please go to www.acc.com, call
202.293.4103 x360, or email [email protected]
ACC Docket 83 January/February 2012
Stalking the In-House Counsel Job Requires Persistence and Patience
1/13/14 11:00 PM
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Stalking the In-House Counsel Job Requires
Persistence and Patience
1 comment
by Roy Ginsburg on October 20th, 2011
Reasonable hours. A regular paycheck. No constant pressure to market your practice.
No wonder lawyers in private practice often view a corporate in-house position as the
Holy Grail of legal work.
Unfortunately, the supply of such positions does not meet the demand. There are well
over a million lawyers in the United States; 75 percent of them are in private practice.
http://lawyerist.com/in-house-counsel-persistence-patience/
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Stalking the In-House Counsel Job Requires Persistence and Patience
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Many of the rest work for the government. Based on these numbers, it is reasonable to
assume that considerably less than ten percent of lawyers work for corporations. The
Association of Corporate Counsel (ACC), which is the bar association for in-house
lawyers, has only 28,000 members. Obviously, in-house opportunities are scarce –
especially in this unsteady economy.
That said, there are in-house positions available for lawyers who are persistent and
patient. Unless your skill-set is a perfect match for the employer’s needs, the search for
an in-house position can take many months – and very possibly years.
Here are the questions I am most-frequently asked when coaching lawyers:
What are the odds of getting an advertised in-house position?
From what I hear, each advertised in-house position receives well over a hundred
resumes. As one of these many applicants, you must first stand out by demonstrating
your exact skills and experience. If you make the initial cut, you will still be likely
competing with at least five to six candidates with similarly strong credentials. The odds
are daunting.
Given daunting odds, what is the best strategy?
Networking, networking, networking. Let’s go back to the advertised job. How do you
get your resume selected from the initial towering stack? By knowing someone at the
company who can put in a good word for you. How do you improve the 6:1 odds at the
interview stage? Again, by having an advocate within the company. The more you
network throughout your career, the more likely you will have this valuable contact
when you need it.
Plus, conventional wisdom holds that about 75 percent of jobs are never advertised.
How do you learn about these “hidden market” opportunities? Once again, the answer is
networking. You must be persistent in maintaining, leveraging and expanding your
network within a targeted universe of in-house contacts.
What type of experience do I need?
Although some corporations hire right out of law school, most do not. Typically,
businesses want to hire law-firm lawyers with transactional experience representing
companies within their industry. Most companies, even the large ones, have few
litigation management positions. It can be a tough sell to convince the decision-makers
that your litigation experience is sufficient for general corporate work.
http://lawyerist.com/in-house-counsel-persistence-patience/
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Stalking the In-House Counsel Job Requires Persistence and Patience
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Should I limit my search to the legal department?
Think broadly. Corporations frequently have positions in their regulatory or compliance
departments in addition to their legal departments. Lawyers offer the skill-set for these
jobs, which are predicted to expand – especially in the health care, banking and energy
industries. Employment lawyers can consider the human resources department, estate
planners a bank’s trust department, and litigators the area of insurance claims
adjustment.
Do other skills come into play?
Many companies are looking for lawyers who supplement their legal skills with business
acumen or specific industry knowledge. If you have a target industry in mind, as you
should, start laying the groundwork. Join industry organizations. Enroll in classes and
attend conferences. Volunteer for organizations industry leaders support. Not only will
you enhance your resume, but you will meet new people and add them to your network.
What about project or contract experience?
To gain experience, consider approaching companies in your target industry with an
offer to do routine project or contract legal work at a lower cost than the rates charged
by their regular law firms. In other words, work as a solo for a while (from home or
onsite) to gain corporate experience in your target industry. Small companies without
legal staff are good candidates. Larger corporations with legal departments might have
some overflow work available.
Sounds like I’m back in private practice!
You are back in private practice in the sense that you must market yourself to obtain
legal work. However, you are also furthering your job search since project/contract
attorneys are often the first in line when an in-house position opens up. The people you
network with to obtain project/contract work are also in your network to find a full-time
job. The carefully scripted message you use when networking can lead to temporary or
permanent work.
Persistence and patience
Many lawyers consider corporate in-house positions to be the Holy Grail of legal work.
The perfect position in the right industry is scarce, but worth the effort. Don’t expect
immediate success. Define your goal. Be strategic and persistent in building and
“working” your network. Be patient and guard against frustration when the search takes
longer than you planned.
http://lawyerist.com/in-house-counsel-persistence-patience/
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Stalking the In-House Counsel Job Requires Persistence and Patience
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(photo: http://www.flickr.com/photos/filicudi/3966090228/)
4
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0
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Total: 34
Roy Ginsburg is an attorney coach who works one-on-one with his clients in the areas of
business development, practice management and career development/transitions. Hundreds
of individual attorneys across the country have turned to Roy as a lawyer coach with expert
support in these areas. In addition, many law firms and corporate legal departments rely on
him for coaching expertise.
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Susan Gainen
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2 years ago
Great post, Roy.
Altogether too many lawyers misunderstand the position of an in-house lawyer, and
the fact that there is as much risk to a career as is inherent in private practice can be
overlooked by the thrill of abandoning billable hours.
1. IN-HOUSE is not "safe." When working for one employer, the lawyer relies on that
employer for all her work and all of her paycheck. Should the corporation be merged
and acquired, the two departments which are most-loaded with redundancies are
Legal and Human Resources.
2. IN HOUSE lawyers face peculiar ethical challenges. When in private practice, a
lawyer can decline to represent a client whose work screams "ethical sewer." Inhouse lawyers have to play the cards that they are dealt, try to steer the Ship of State
into ethical and legal waters, or depart (without severance, usually.)
When in-house, one occasionally works for a boss who says and means: "Why do we
have to have "A-level" compliance? Why isn't C-level compliance enough?"
Compliance (with the law and those pesky regulations) is often like pregnancy: you
are, or you aren't.
There are plenty of reasons to go in-house, but lawyers should never mistake "inhouse" for "no-drama."
2.
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Inside Straight: Landing An In-House Job « Above the Law: A Legal Web…awyers, Law Schools, Law Suits, Judges and Courts + Career Resources
1/13/14 11:00 PM
ABOVE THE
LAW
(HTTP://ABOVETHELAW.COM)
02 Jul 2012 at 10:14 AM
HEADHUNTERS / RECRUITERS (HTTP://ABOVETHELAW.COM/HEADHUNTERS-RECRUITERS/), IN-HOUSE COUNSEL (HTTP://ABOVETHELAW.COM/IN-HOUSE-COUNSEL/), JOB
SEARCHES (HTTP://ABOVETHELAW.COM/JOB-SEARCHES/)
Inside Straight: Landing An In-House Job (http://abovethelaw.com/2012/07/insidestraight-landing-an-in-house-job/)
By MARK HERRMANN (HTTP://ABOVETHELAW.COM/AUTHOR/MARK-HERRMANN/)
I had lunch recently with a guy who’s looking for an in-house job
(http://abovethelaw.com/in-house-counsel/). He was complaining about how
tough this is: “Recruiters don’t do you any good. They’re focused almost entirely
on moving lawyers between law firms; they don’t know about in-house jobs. The
recruiters who get retained to do job searches for corporations are working for the
corporation, not you. If you don’t match the criteria the corporation laid out, they
don’t want to talk to you. How the heck does one land an in-house job?”
Surprisingly, I’d never thought about this issue. (I wasn’t looking for an in-house
job — or, indeed, any job at all — when I landed in my current position.) Because I’d never considered how one
obtains an in-house job, I had no idea what the answer was. So — always thinking of you (and searching for blog
fodder) — I picked the brain of a headhunter-friend.
How, I asked the headhunter (http://abovethelaw.com/headhunters-recruiters/), should a lawyer go about looking for
an in-house job?
The headhunter said three things.
First, he said, networking (http://abovethelaw.com/tag/networking/) is the way to get in the door for in-house
positions. Networking won’t automatically land you a job, but it improves the chance that you’ll get an interview.
Second, the headhunter said that even the biggest recruiting firms have only a narrow view of the market for
corporate jobs. Different corporations use different recruiters to find candidates for legal jobs. Even the largest
recruiting firms will be handling only a relatively few placements, which represent only a tiny percentage of the open
jobs. Thus, the headhunter — the headhunter! — recommended that lawyers looking for in-house jobs not rely
exclusively on a single recruiting firm.
Finally, the headhunter suggested that candidates think hard about how they can demonstrate the intangible skills
that corporations are looking for in in-house lawyers. Those skills include attributes such as being (1) proactive, (2)
responsive to business needs, (3) politically astute, (4) a “team player,” and (5) passionate about the business.
(Frankly, many of those strike me as the same attributes that make for success in law firms. The only one that’s
really different is having a passion for the business. And having a passion for the business does matter.
Demonstrating artificial passion about the business may land you a job, but having an actual interest in the business
will make you happier once you’re working. When you go in-house, the business in which you work will become the
http://abovethelaw.com/2012/07/inside-straight-landing-an-in-house-job/
Page 1 of 2
Inside Straight: Landing An In-House Job « Above the Law: A Legal Web…awyers, Law Schools, Law Suits, Judges and Courts + Career Resources
1/13/14 11:00 PM
lens through which you view your legal world.)
My headhunting friend also noted that lawyers should understand that, by moving in-house, lawyers are changing
from being a source of revenue (at a law firm) to an expense (at a company). That changes the way that lawyers are
perceived. And lawyers are moving from an environment in which they can spend considerable time pondering all of
the details of an issue into a fast-paced environment in which the lawyers are asked to make quick decisions based
on imperfect information. In-house lawyers are not permitted to suffer from “paralysis from analysis.”
This advice strikes me as generally sound, although your approach may vary depending on the in-house position
that you’re angling for. If you’re pursuing an entry-level in-house job, many corporations post those openings on
their websites, screen résumés, and interview a few candidates. To score an interview in that setting, you could use
an in-house contact who will cause your résumé to be plucked from the mass.
On the other hand, if you’re pursuing a higher level job, the corporation is more likely to have retained a recruiter,
and the job opening may be publicized more narrowly (or, at a minimum, in different ways). In that environment, it
may be a challenge even to learn that the opening exists, and your résumé may have to match the recruiter’s written
specifications pretty closely for you to have any chance of being considered seriously for the job.
Last, but not least: Sorry, but we have no openings at my joint (other than the ones that are posted). I wish you the
best with your job search, but I personally can’t help.
Good luck!
Mark Herrmann is the Chief Counsel – Litigation and Global Chief Compliance Officer at Aon
(http://www.aon.com/), the world’s leading provider of risk management services, insurance and reinsurance
brokerage, and human capital and management consulting. He is the author of The Curmudgeon’s Guide to
Practicing Law (http://www.amazon.com/gp/product/1590316762/ref=as_li_ss_tl?ie=UTF8&tag=dealbreaker20&linkCode=as2&camp=1789&creative=390957&creativeASIN=1590316762) (affiliate link) and Inside
Straight: Advice About Lawyering, In-House And Out, That Only The Internet Could Provide
(http://apps.americanbar.org/abastore/index.cfm?pid=1620507&section=main&fm=Product.AddToCart). You
can reach him by email at [email protected] (mailto:[email protected]).
TOPICS
Advice (http://abovethelaw.com/tag/advice/), Career Advice (http://abovethelaw.com/tag/career-advice/), Headhunters (http://abovethelaw.com/tag/headhunters/),
Headhunters / Recruiters (http://abovethelaw.com/tag/headhunters-recruiters/), In-house (http://abovethelaw.com/tag/in-house/), In-House Counsel
(http://abovethelaw.com/tag/in-house-counsel/), In-house counseling (http://abovethelaw.com/tag/in-house-counseling/), Inside Straight (http://abovethelaw.com/tag/insidestraight/), Job Searches (http://abovethelaw.com/tag/job-searches/), Mark Herrmann (http://abovethelaw.com/tag/mark-herrmann/), Networking
(http://abovethelaw.com/tag/networking/)
http://abovethelaw.com/2012/07/inside-straight-landing-an-in-house-job/
Page 2 of 2
Inside Experts: 10 pieces of advice from a seasoned in-house lawyer
1/13/14 10:49 PM
InsideCounsel
This copy is for your personal, non-commercial use only. To order presentation-ready copies for distribution to your colleagues,
clients or customers, click the "Reprints" link at the top of any article.
Inside Experts: 10 pieces of
advice from a seasoned in-house
lawyer
Tips and insight for current and future in-house counsel
BY ERIC ESPERNE
December 16, 2011 • Reprints
My career has not followed the well-trodden path of many lawyers who have
gone from law school to law firm to in-house. I have worked as an in-house
lawyer in jobs with both counsel and non-counsel titles, reporting to managers
both inside and outside the law department. My “road less travelled” career
path has broadened my view of how in-house lawyers can position
themselves within a company and which ways work the best. I have also
learned a little about how to develop oneself into a top performing in house
lawyer.
For my first in-house job, I was the sole lawyer at a digital imaging company in
Beltsville, Maryland. My title was director of contracts and proposals because
Maryland had not yet made an in-house exception for out of state lawyers. I
reported directly to the partners who owned the company, two divorced Baby
Boomers who ran their business by acting first and asking questions later.
Though the company was small enough that I didn’t feel in over my head, I
was in my mid 20’s and didn’t feel like I brought enough experience. I left
when I found out the company was up for sale.
In my next job, I negotiated software licenses at a multi-national
telecommunications company that infamously went bankrupt and sent the
CEO to prison. There I had two reporting lines: one solid line into the
technology law department, the other a dotted line into the strategic
procurement group led by finance executives who were driven by numbers
and not much else. To blur the lines even more, my internal clients would
often side with the software vendors in negotiations. I learned that, within the
same company, different groups can have diametrically opposed interests. I
was never quite able to navigate between them without hitting an occasional
rock.
Next I moved to yet another multi-national telecommunications provider
headquartered in the U.K. (which, as luck would have it, also eventually went
bankrupt.) My title was senior corporate counsel and my job sat squarely in
the law department. I reported to a vice president who had an Ivy League
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Page 1 of 3
Inside Experts: 10 pieces of advice from a seasoned in-house lawyer
1/13/14 10:49 PM
degree but no interest in either the then-burgeoning Internet industry or in
being a manager. After a while we stopped talking to each other. It was the
only time in my career that I have not gotten on well with a boss. To improve
my situation, I volunteered for and was appointed head of the law
department’s IT Enablement committee, which reported directly to the general
counsel. I also eventually made a case for switching my direct reporting line
over to another vice president in the department who saw me as a good
lawyer and an asset.
A couple months before that company declared bankruptcy, I left to become
general counsel for a government contractor inside the Capital Beltway. The
president and sole owner of the company was a disabled veteran who had
lobbied long and hard for set asides for disabled veteran owned companies,
and the company was on the verge of reaping a huge amount of business.
Excitement was in the air. I immediately struck up a friendship with the vice
president of finance who was the president’s closest confidant. The company
grew and profits rolled in.
The owner started splitting his time between the company and his newly
acquired mansion off the Florida coast, leaving a vacuum in leadership. A
succession of business development executives came and went. The finance
vice president and I had become vestiges from an earlier stage in the
company’s development, when setting up infrastructure had been the focus. I
suppose it would have been palatable if I had owned a stake in the company.
But I didn’t. After a few years, I resigned to become a stay-at-home dad, and
the finance vice president later left as well.
If I could turn back the hands of time to the beginning of my career, when I
was trying to strategize my career path as an in-house lawyer, this is the
advice I would give to myself:
1. Don’t go to work for a company just because you think it might be the
next Facebook. If you do, good luck, but you aren’t necessarily building a
career. At the beginning of your career, or even in the middle, what you want
is to find a mentor, usually a general counsel or someone who has worked as
an in-house lawyer for a while. Being a successful in-house lawyer is about
responding to any and all situations with the right demeanor, meaning keeping
your cool and figuring out how to respond the best way you can with what’s
available to you.
2. Don’t worry too much about specializing in a field of law. Specialization
can do more to restrict career advancement than help it. Instead, specialize in
knowing your company.
3. Understand that lawyers make lousy personnel managers, but they
can make good mentors. When it comes to salaries, bonuses, vacation,
conflicts with other employees, managing lawyers would rather run and hide
under their desks than talk to their direct reports. If you have the opportunity to
report to a CEO or CFO or another business side manager, while maintaining
clear and complete decision making power over legal matters, take it, it’s
golden.
4. Turn hierarchy into collegiality. If you are working as a staff lawyer in a
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Page 2 of 3
Inside Experts: 10 pieces of advice from a seasoned in-house lawyer
1/13/14 10:49 PM
law department, look for opportunities to make your reporting into the
department as “flat” as possible, by volunteering for committees, taking on
special projects, and offering to help other lawyers in your department.
5. Establish lasting relationships with your internal clients. Too often,
lawyers restrict their friendships to other lawyers. But former clients who have
moved on to other jobs will frequently hook you up with new career
opportunities. In other words, learn to love the sales people. It will be worth it.
6. Make lateral moves to non-counsel jobs early in your career. The
longer you wait, the more you will get typecast as a lawyer. In my mind, the
choice comes down to asking yourself, “Can I go through life without people
thinking of me as a lawyer?” I have never been able to answer honestly
answer “Yes” to that question.
7. Accept that all companies suffer from dysfunction. Business rarely
happens in some precise, methodical kind of way (unlike the law). It took me
years to figure that out.
8. If your company is being acquired, it’s probably time to get out of
Dodge. In-house lawyers are not assets. We are advisors. When the people
we are advising go away, we go away.
9. Dress the part. Business people expect in-house lawyers to look and dress
like the lawyers they see on TV. Watch reruns of “The Practice” and “Boston
Legal.”
10. “Don’t chase the points.” Last, I will quote from Phil Simms, the former
New York Giants quarterback and now NFL commentator, who says “don’t
chase the points” when he sees a team going for it on 4th down instead of
kicking a field goal. It’s the same with your career. Don’t chase the money.
Develop good contacts, learn how business works, and enjoy being a lawyer.
About the Author
Eric Esperne
Eric Esperne is counsel for Dell Services and is located in
Canton, Mass. He has more than 15 years experience as inhouse counsel for government, commercial and international
providers of professional services, information technology and
cloud computing.
EVENTS
© 2014 InsideCounsel. A Summit Professional Networks publication. All Rights Reserved.
http://www.insidecounsel.com/2011/12/16/inside-experts-10-pieces-of-advice-from-a-seasoned?t=careers&page=3
Page 3 of 3
If You’re Looking To Go In-House, Consider Where To Specialize « Abov…awyers, Law Schools, Law Suits, Judges and Courts + Career Resources
1/13/14 10:46 PM
ABOVE THE
LAW
(HTTP://ABOVETHELAW.COM)
06 Nov 2013 at 2:05 PM
IN-HOUSE COUNSEL (HTTP://ABOVETHELAW.COM/IN-HOUSE-COUNSEL/)
If You’re Looking To Go In-House, Consider Where To Specialize
(http://abovethelaw.com/2013/11/if-youre-looking-to-go-in-house-considerwhere-to-specialize/)
By DAVID MOWRY (HTTP://ABOVETHELAW.COM/AUTHOR/DAVID-MOWRY/)
Judy Sheindlin once told me, “don’t go to law school, the world has enough
lawyers.” My response was, “that may be true, but are there enough ‘good’
lawyers.” I posit that the answer is no, there are not enough ‘good’ lawyers.
We practice in a field where there is certainly of glut of licensed
professionals. And unlike doctors, there is not a constant worldwide need for
our services, no matter how self-important we have deluded ourselves to be.
I wrote last week about attending the ACC Annual Meeting, and having an
enlightened moment of how very much in this field I don’t (can’t) know. Not
for want of desire, but because of the evolution of technology, and good old case law.
It made me truly feel for those folks tasked with compliance for their companies….
Compliance in itself is a bit of a misnomer, like “international law.” It can mean something quite specific or nothing at
all. Complying with what? HIPAA? Securities Acts? NLRB advisory opinions? All three or none? And don’t get me
started on government regulations and treaties and the like. Even a lowly contract lawyer like me is bound by
internal policies and outside auditors to comply with rules that can actually cause a P&L statement to behave like a
rollercoaster. While not the sexiest job in the department, Compliance can easily have the most time with business
unit directors. A compliance attorney’s responsibilities should include risk assessment from 30,000 feet down to
minute topics such as handling RIFs and drafting corporate policy to secure those risks. To become proficient in
these areas, you need to stay abreast of laws, regulations, and best practices in your industry.
People write to me generally looking for advice on how to go in-house from private practice. If you have been
involved in writing white papers on topics relevant to corporate compliance issues, you already have a leg up on
other candidates. You would bring law firm experience of advising a broad array of companies on hot button
compliance issues. This would be quite valuable to a hiring committee looking for a new hire to handle the
compliance and ethics issues for a single entity. It would also make the transition from firm life to in-house that much
easier. I have always maintained that it is much simpler, and more fun, to advise a single entity on a broad spectrum
of topics, than it is to have to learn a new topic each time a client walks through the door.
Just as it is vogue now for judges to hire clerks with some litigation experience rather than fresh law school grads, it
is becoming that much easier to cherry-pick law firm associates with specific skills to bring in-house. I admit that
that statement is a double-edged sword, as candidates are routinely expected to be expert in a discrete area of law,
moreso than a litigation or corporate “generalist.” Again, the caveat regarding small law departments holds true — a
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If You’re Looking To Go In-House, Consider Where To Specialize « Abov…awyers, Law Schools, Law Suits, Judges and Courts + Career Resources
1/13/14 10:46 PM
generalist is what is required, but I must say that those jobs are few and far between if the career sites are to be
believed.
If you truly want to come in-house, I recommend looking into the areas of compliance and ethics — it is a wonderful
way to get your foot into a very small space, and if you ever teach an ethics CLE, you are guaranteed a full-house.
After two federal clerkships and several years as a litigator in law firms, David Mowry is happily ensconced
as an in-house lawyer at a major technology company. He specializes in commercial leasing transactions,
only sometimes misses litigation, and never regrets leaving firm life. You can reach him by email at
[email protected] (mailto:[email protected]).
TOPICS
Compliance (http://abovethelaw.com/tag/compliance/), Ethics (http://abovethelaw.com/tag/ethics/), In-House Counsel (http://abovethelaw.com/tag/in-house-counsel/), Inhouse counseling (http://abovethelaw.com/tag/in-house-counseling/)
http://abovethelaw.com/2013/11/if-youre-looking-to-go-in-house-consider-where-to-specialize/#more-282299
Page 2 of 2
7 Tips To Help You Make The Right Lateral Move « Above the Law: A Le…awyers, Law Schools, Law Suits, Judges and Courts + Career Resources
1/13/14 10:43 PM
ABOVE THE
LAW
(HTTP://ABOVETHELAW.COM)
19 Dec 2013 at 1:59 PM
ADVERTISING (HTTP://ABOVETHELAW.COM/ADVERTISING/), BIGLAW (HTTP://ABOVETHELAW.COM/BIGLAW/), HEADHUNTERS / RECRUITERS
(HTTP://ABOVETHELAW.COM/HEADHUNTERS-RECRUITERS/), IN-HOUSE COUNSEL (HTTP://ABOVETHELAW.COM/IN-HOUSE-COUNSEL/), LATERAL MOVES
(HTTP://ABOVETHELAW.COM/LATERAL-MOVES/), SHAMELESS PLUGS (HTTP://ABOVETHELAW.COM/SHAMELESS-PLUGS/), THIS IS AN AD (HTTP://ABOVETHELAW.COM/THISIS-AN-AD/)
7 Tips To Help You Make The Right Lateral Move
(http://abovethelaw.com/2013/12/7-tips-to-help-you-make-the-right-lateralmove/)
By CLINT RUSSELL (HTTP://ABOVETHELAW.COM/AUTHOR/CLINTRUSSELL/)
Ed. note: This post is written by Clint Russell at Prestige Legal Search. Check
out their Prestige Rewards Program here
(http://prestigelegalsearch.com/prestige-rewards), or email him here
(mailto:[email protected]).
Bonuses are in. ‘Tis the season to lateral. Here’s what you need to know to
make a move. Warning: some points are fairly obvious, many are overlooked,
but all are important.
1. Start the process now.
Making a lateral move takes time. Unless the planets magically align for you, you’re likely looking at a couple-month
process, start to finish. While that’s certainly not a bad thing (you should be exhaustive when making a career
change), it does mean that you should start the process now if you’re planning on exploring your options after you
collect your bonus in the upcoming weeks/months.
This is not to say that you should send your résumé to every recruiter that includes you in an e-mail blast in January.
However, now is a good time to start taking all the necessary steps that come before sending out résumés and
interviewing. These steps will help ensure that your lateral move will be as painless as possible.
The more organized you approach your search, the easier it will be for a good recruiter to get you what you want.
This is typically a slow time of year for both work and lateral opportunities, so it’s a good time to get all your ducks in
a row and be ready to take advantage of all the opportunities that interest you in 2014…
2. What kind of search are you running?
The more information you give your recruiter about what you want, when you want it, and how aggressively you
want to pursue it — the more effective he or she will be. Effective recruiter = happy you. The first part is determining
your timeline for making a move. If you know you’re staffed on a case that won’t go to trial until April, your search
will clearly be different than someone ready to move after collecting their bonus in January. Identify how long you
need to stay at your current firm (bonus payout, work obligations, life obligations, etc.) and work out a timeline for
your search.
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Second, determine how passive or aggressive you want to be in finding your next position. Are you just windowshopping hoping something grabs you, or do you want your recruiter to proactively work with his or her clients to
create a position for you? The more we know, the more effective we are in getting you the job you’re looking for. It’s
also the difference between weighing three competing offers simultaneously and potentially turning down a decent
offer in hopes that something better will come along.
3. What do you want and what will you accept?
Prioritize what’s important to you in your next position and identify which qualities are must-haves as opposed to
things that would be nice to have. This may seem like a fairly obvious exercise, but you’d be surprised by how often
it’s overlooked when approaching a search. For example, say you ideally want to make market salary working for a
white-collar litigation boutique and billing fewer than 1,900 hours. Would you still move if you had to take a pay cut?
What if it was a general litigation position?
I advise everyone to be overly inclusive when exploring opportunities because you rarely get a sense for how a job
will be until you start the interview process. You’re more than a résumé and a job is more than a posting. Knowing
what you absolutely want will give your search direction. Knowing what you absolutely don’t want will give it
parameters. Explore everything in between.
4. Is going in-house really the answer?
Of the roughly 1.2 billion people I talk to a year that claim they want to go in-house, only about half of them have
figured out why. All too often going in-house is touted as the cure to all that ails the Biglaw associate. This might be
a perfect move for some, but many incorrectly assume it’s the only alternative to Biglaw.
The real question is: why do you want to go in-house? If the reason is to take on a more business development role
or work more in-depth for one particular client, then you probably should make that transition. But if you’re just
looking to get a more reasonable work/life balance, or to flourish in a different environment, there may be a number
of other options worth considering at non-Biglaw firms or boutique firms that don’t come with such a large pay cut.
5. Be prepared.
Obviously you’ll need a copy of your transcript and an updated résumé (and deal sheet or writing sample, if
appropriate) if you plan on making a move. These take time to put together or track down. Some firms won’t accept
your application until you’re able to submit every piece they need.
Beyond that, it’s worth taking the time to put together a short bio, or list of career highlights before you delve into
the lateral process. Not only is it helpful in identifying things to highlight in future interviews, but also it serves as a
great tool for your recruiter. Your recruiter is going to be your advocate in the marketplace, so why not arm him or
her with the most relevant, compelling information about you and your practice?
6. Find the right recruiter.
Given that your recruiter is going to be your advocate in the marketplace, why wouldn’t you take the time to vet him
or her? Too often, unscrupulous recruiters will submit an attorney’s résumé to a firm without the attorney’s
authorization. Careless submissions can be detrimental, so it’s certainly worth it to make sure you have a partner in
your job search on whom you can rely to protect the confidential nature of your search.
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7 Tips To Help You Make The Right Lateral Move « Above the Law: A Le…awyers, Law Schools, Law Suits, Judges and Courts + Career Resources
1/13/14 10:43 PM
One of the big misconceptions about working with recruiters is the notion that the first person to call you is the best
person to represent you. Very rarely is a job posting exclusive -– if a firm is willing to work with one recruiter, they’re
usually open to working with many recruiters to find the right attorney. As a result, don’t feel pressured to send your
materials to any recruiter that contacts you about an intriguing opportunity. The more recruiters you work with, the
higher the chance for problems to arise. Odds are the recruiter you’re partnered with has access to that job you just
heard about, so stay with the recruiter you trust.
7. Come up with a game plan.
Once you’ve identified what you want, how aggressive you want to be in pursuing it, when you want to get it, and
who you want to help get it for you, it’s time to come up with a game plan to make it happen. This will obviously vary
depending on the parameters of your search but you should have a handle on how things are going to proceed
before applying to your first job.
Make sure that you and your recruiter on the same page, lock down the best way for the two of you to
communicate, and remember to stay patient. Making a lateral move can be a stressful endeavor involving a great
deal of uncertainty. The better you manage the parts of the process you can control, the more likely you’ll be to land
the job you want.
Disclosure: This post is sponsored by Prestige Legal Search, which is an ATL advertiser.
Clint Russell is the President of Prestige Legal Search. Feel free to direct your comments and questions to him at
[email protected] (mailto:[email protected]).
TOPICS
Advertising (http://abovethelaw.com/tag/advertising/), Biglaw (http://abovethelaw.com/tag/biglaw/), Headhunters / Recruiters (http://abovethelaw.com/tag/headhuntersrecruiters/), In-House Counsel (http://abovethelaw.com/tag/in-house-counsel/), Interview Tips (http://abovethelaw.com/tag/interview-tips/), Lateral Hiring
(http://abovethelaw.com/tag/lateral-hiring/), Lateral Interviews (http://abovethelaw.com/tag/lateral-interviews/), Lateral Moves (http://abovethelaw.com/tag/lateral-moves/),
Lateral Recruiting (http://abovethelaw.com/tag/lateral-recruiting/), Laterals (http://abovethelaw.com/tag/laterals/), Legal Recruiter (http://abovethelaw.com/tag/legalrecruiter/), Prestige Legal Search (http://abovethelaw.com/tag/prestige-legal-search/), Recruiters (http://abovethelaw.com/tag/recruiters/), Shameless Plugs
(http://abovethelaw.com/tag/shameless-plugs/), This Is an Ad (http://abovethelaw.com/tag/this-is-an-ad/)
http://abovethelaw.com/2013/12/7-tips-to-help-you-make-the-right-lateral-move/#more-290923
Page 3 of 3
By
A. Harrison
Barnes, Esq.
PAGE:
The ‘dark Side’ Of Going In House
Introduction
The purpose of this article is to provide you with insight as to whether or not you should go in-house. Many attorneys
claim that going in-house was their best career move. Conversely, some attorneys claim it was their biggest career
mistake. In the end, going in-house is entirely up to you. You need to understand, however, that the decision to go inhouse is one of the most significant career decisions you will ever make as an attorney.
On the plus side, many attorneys go in-house for more interesting work, shorter hours, potentially lucrative stock
options, and the opportunity to be on the business side in a corporate environment. Depending upon the in-house
environment, these reasons for going in-house may be entirely justified in all respects, and you may find yourself in an
ideal situation. Yet, there are several little-known facts about going in-house that may not necessarily make it the best
career decision for you:
•
•
•
•
•
It is extremely difficult to get another law firm job once you have gone in-house;
The overwhelming majority of attorneys do not reap an economic windfall when they go in-house;
It is very difficult to move to another in-house job once you have gone in-house;
Your legal skills are likely to deteriorate once you go in-house; and,
You may have to work as hard in-house as you did in a law firm.
A. It is extremely difficult to get another law firm job once you have gone in-house
A significant portion of the attorneys contacting us are attorneys whose most recent experience is in an in-house
legal department. We rarely are able to help these attorneys transition into a law firm because law firms simply do not
want them, regardless of how good of a law school they went to or how stellar their last law firm was. The market tells
the story: Once you go in-house, you had better understand that you will be very unlikely to ever practice law with a
large law firm ever again.
During the late 1990s and the first part of 2000, thousands of attorneys left the law firm world and went in-house at a
rate that is unrivaled by any other time in history. In major markets, such as California and New York City, we estimate
that at least 65-70% of the attorneys who left law firms became unemployed within 18 months of starting their inhouse jobs.
We also estimate that at least 60% of these same attorneys attempted to return to law firms after losing their jobs
inside corporations. Out of this 60%, we estimate that less than 20% landed at law firms even arguably approaching
the prestige level of the law firms they left to go in-house and that less than 50% were successful in getting another
The ‘dark Side’ Of Going In House
job with a law firm at all. A majority of these attorneys were graduates of top law schools coming from America’s best
law firms. The thought that they would ever be unemployed or have a difficult time locating a position was something
that was incomprehensible to them and their families when they went in-house. Additionally, most of these same
attorneys probably never comprehended that the companies they joined would be anything other than the next eBay,
Yahoo!, or Amazon.com when they signed on.
While the above discussion illustrates an historical aberration, to a lesser extent, this pattern has been repeated
throughout America every year for the past several decades as accomplished attorneys leave large law firms to go inhouse and then for whatever reason attempt to return to law firms. Even in the best of times, companies may cut back
their legal departments, go out of business, merge, or relocate. Or the in-house attorney may reach the decision that
he/she wants to return to a law firm. Even if the economy is not in dire straits, most of these in-house attorneys will
have a very difficult time returning to a significant law firm ever again. The reasons for this are related to the way law
firms function as institutions and the expectations attorneys have for other attorneys in the law firm environment.
Law firms have a traditional set of expectations for attorneys. Lawyers inside large law firms are expected to go to a
law firm and specialize quickly. Associates are expected to work hard and impress partners for 7 to 11 years; develop
skills in relating with clients; and then make partner, take a counsel position, or move to a smaller firm. Throughout
your time in a law firm, it is expected that:
PAGE: •
•
•
•
•
•
you will become increasingly competent in your work;
you will be given increased responsibility;
because of your developing skills and efficiency, your billing rate will increase each year;
the firm’s clients will rely upon and trust you to an increasing degree;
you will develop more and more contacts, which you will be able to leverage into portable business.
you will develop management skills and be able to supervise younger attorneys and paralegals.
Each step of the way, you are growing in a law firm’s eyes.
It is especially problematic for an attorney to go in-house before getting at least four to five years of experience
in a law firm. In a law firm, attorneys are trained and developed to become the best at what they do. As a young
associate, you will typically work for mid-level or senior associates who will supervise you as you become increasingly
competent. In most large law firms, the work you do is funneled up the chain of command and reviewed by partners
to ensure the best possible work product. Every step of the way, a system of checks and balances is in place inside
law firms to ensure that each lawyer inside a law firm produces outstanding work product. This, in turn, creates
very good lawyers over time. Once an attorney goes in-house, he/she is unlikely to be supervised with this chain of
command. Incredibly, in-house attorneys may even find poor work they do praised by outside law firms representing
the company. Very few law firms ever criticize the work product of the in-house counsel of their clients. In-house
attorneys represent revenue for the law firm that works for them, and law firms praise these in-house attorneys in the
hopes of making these same attorneys feel good about themselves.
While there are certainly exceptions, once you go in-house, you are likely to become more of a generalist than a
specialist. While the idea of being a generalist may be something that appeals to you, you also need to understand
that the skills of a generalist will certainly not serve you well if you ever choose to go back to a law firm. Most law
firms demand their attorneys specialize very early in their careers and continue as specialists in one practice group
or another throughout their careers. As a generalist, you will be an expert in nothing. While you may find it more
interesting to participate in several different types of work, over time, you will simply be making yourself increasingly
unmarketable to law firms.
Going in-house is something that jeopardizes the type of growth law firms expect attorneys to demonstrate
throughout their careers. In short, law firms want attorneys to be committed to their methods of practicing law. Going
in-house is not an action that law firms consider something that demonstrates your commitment to their method
of practicing law. When you decided to go in-house, you radically put yourself off the track of training, growth, and
development from a law firm’s perspective. More significantly, you have sent the message to future potential law firm
employers that you are not committed to their way of practicing law.
The ‘dark Side’ Of Going In House
None of this is to say that you will never work in a law firm again if you go in-house. Many patent prosecutors, real
estate attorneys, and other types of attorneys can become extremely specialized and receive excellent training in an
in-house environment. There are, in fact, some very well respected in-house legal departments throughout the United
States. In addition, if you reach the role of a General Counsel in an important corporation (like Disney or General
Motors), you may actually become an extremely hot commodity among law firms because of your connections and
the fact that you will likely be able to parlay this into significant business for the law firm once you join it. Many
attorneys have successfully moved from important in-house legal environments to partner roles within the most
significant international law firms after several decades in-house.
B. You Are Unlikely to Reap an Economic Windfall if You Go In-House
Many attorneys who went in-house during the tech boom were under the impression that they were invincible. Some
were. It was not uncommon for third- or fourth-year associates in the Bay Area who went in-house from 1997-1999
to have cashed out stock options worth $1,000,000 or several times more after less than two years in an in-house
environment. In fact, this happened enough times that many attorneys were under the impression that if they went
in-house, this result was all but inevitable. The results these attorneys were able to achieve with their careers in such
a short period of time are nothing less than remarkable. These results were also unparalleled at any other time in the
history of the legal profession.
PAGE: Corporate attorneys, in particular, were in massive demand, and these attorneys were receiving calls-often several
times per day-from recruiters seeking to place them in both corporations and law firms. Wanting fewer hours and
stock options and having a certain vision of what going in-house meant, attorneys flocked to start-up companies
(often companies with no revenue model) in the belief that they would quickly be rich. The fact is, however, that these
success stories were (and continue to be) less common than believed.
We would estimate that fewer than 1 in 50 attorneys who left prestigious law firms ever ended up making more
in their time in-house (through a combination of stock options and salary) than they would have made had they
remained in their respective law firms and not gone in-house. None of this even takes into account that a substantial
number of these attorneys who did not experience fortune after going in-house left the practice of law completely
after being unable to successfully find alterative legal employment after losing their in-house positions. In terms of a
cost-benefit analysis, if you were to analyze the potential incomes these attorneys gave up over the courses of their
legal careers by going in-house, the differential between the numbers would likely be staggering.
If you stay in the law firm environment for an extended period of time, there is a strong likelihood that you will be in
a position to be financially independent after a couple of decades. Very few attorneys in this world achieve significant
wealth in a short time span through “IPO lottery” or the equivalent. While some people reason that lawyers in
private practice have a ceiling in terms of compensation, the average salary for a lawyer in private practice still far
exceeds the salaries of most Americans. At some of the biggest firms, associate- and partner-level paychecks can be
enormous. The fact is that none of this occurs within even a year or two for most attorneys and you should not treat
your legal career like a lottery ticket.
While we do not do so anymore, at BCG Attorney Search, we used to do in-house placements at a time when the
demand for in-house attorneys at start-up companies was at its peak. The below story illustrates one memorable
meeting we attended for a start-up company that wanted us to assist it in locating a General Counsel. At the outset,
it is important to note that this particular story was atypical. The story nevertheless demonstrates the tremendous
amount of greed and naiveté that characterized the rush of attorneys to the in-house legal market at that time. I also
believe this story illustrates the shortsightedness of many attorneys who continue to go in-house to this day without
realizing the potential consequences of doing so.
The Next H&R Block? In 2000, I was invited by a very important Bay Area law firm to come to a meeting
being held by one of its clients. The Company was seeking a General Counsel and had invited me to the meeting
because it wanted me to learn more about it in order to conduct the search. This Internet Company dealt with
the accounting industry and had been started by a foreigner with no knowledge whatsoever of the accounting
industry (he was a nuclear engineer). The Company had recently received approximately $10,000,000 in seed
funding from a venture capital firm. Despite the fact that the Company had never brought in a single dollar in
revenue, people were excited about it.
The ‘dark Side’ Of Going In House
The meeting started early in the morning, and throughout the day, none other than a former United States
Senator, the Managing Partner of a major international accounting firm, and several important partners in this
particular law firm (the “Board”) enthusiastically endorsed the company and exchanged ideas about how it was
going to take over the world. The law firm (who was also charging the client by the hour) had received significant
stock options in the company, and just about everyone else in the room had too. In fact, my payment for finding
the General Counsel was going to be in stock options as well. Everyone had options, even the guy who had been
hired to write the business plan!
About six hours into the meeting, I realized that something was terribly wrong:
“If I understand you correctly,” I interrupted, “this company is going to allow the average Americans to post the
fact that they need their tax returns done on your website, and accountants are going to bid on the right to do
each individual’s tax return until the lowest price is reached?”
“Yes, exactly!” Everyone in the room nodded in unison and enthusiastically. “People will put in their credit card
numbers and be charged for the tax return immediately once the auction is over. We will take 5% as a fee for
brokering the transaction and forward the other 95% to the accountant within 90 days and in the interim make
money off the ‘float.’ The float alone will represent millions of dollars per year. Our projections indicate that over
5% of Americans with access with a computer will be using the service within a two years.”
PAGE: “The people will not have the right to choose their accountant?” I asked.
“No, of course not. It’s a free market. The lowest-priced accountant will be the one who does the work. People
will also have the ability to set the highest price they are willing to pay for the tax return, a ‘reserve.’ This
website will make accounting more efficient and enable centralization in the industry. It’s a win-win situation for
everyone.”
“What if the accountant does a bad job?” I asked.
“Well, if the person is unhappy with his/her tax return, we will kick the accountant out of our membership and
not pay the accountant for the work. The accountant has every incentive to do a good job.”
I was not invited back after I explained to the Board that I believed the business made absolutely no sense. The
idea of paying the cheapest possible accountant to do your tax return was not something I believed would ever
work. I was not invited back, nor was I asked to do the search for their General Counsel, nor was I ever given
stock options. Instead, a naive fourth-year attorney inside the law firm where the meeting was held begged for
the job and was offered it.
He worked as General Counsel with the promise of stock options for $60,000 a year (less than the $130,000
he was earning at the law firm at the time). Four months after taking the job, the Company reduced his salary
to $30,000 a year because they told him they did not have the money to pay him more. Within nine months of
starting work, he was let go when the Company went out of business. Stock options? Tax returns? If memory
serves me correctly, I do not think a single person ever had his/her tax return performed on the reverse auction
site despite millions of dollars in development costs.
This same attorney then tried to go back and get a position with a law firm. He was entirely unsuccessful.
Six months after getting laid off, he accepted a part-time contract position with a small publishing company
doing in-house legal work for $35.00 an hour. This story is not unique. In fact, this story is the norm for a large
proportion of attorneys who went in-house during the economic boom. What makes this story so sad is that this
attorney, like many before and after him who have had the same results with their careers after going in-house,
was among the more accomplished attorneys in his law firm with some of the highest prospects before he went
in-house.
While the tech boom is now over, a fair number of attorneys continues to express a desire to get into a company for
stock options or in the hopes of a windfall at the IPO stage. Incredibly, many attorneys’ desires to get rich quick are so
The ‘dark Side’ Of Going In House
strong that even in the face of what has been an economic meltdown in the in-house market, some attorneys are now
expressing the idea that now is a good time to get in because stock prices are so low, they can only go higher.
Within the past few years, that dream came crashing down for many lawyers who left their prestigious law firms in an
attempt to make it big. Many of these attorneys have now been looking for a job-any legal job-for more than a year
now. The Cinderella stories of massive economic gain have all but dried up, and lawyers from in-house environments
continue to attempt to return to private practice in droves.
Most large law firms have been around for decades, sometimes more than a century. For the most part, these firms
are not going anywhere, even in a bad economy. The economic stability of law firms is unmatched by many other
institutions, including most companies where you would like to go in-house. Although law firms occasionally go under,
law firms are, in general, much more stable than companies in any other industry.
This is especially true of the full-service firm. When the economy is good, the real estate and corporate lawyers
are busy. When it turns sour, the bankruptcy and litigation lawyers can pick up the slack in terms of billing and
profitability. Most law firms diversify their client base to such an extent that the failure of any one or two clients will
not compromise the bottom line. Law firms are built for survival in even the toughest economy.
PAGE: Obviously, it is not accurate to state that law firms do not go out of business. However, when a law firm such as
Brobeck, Phleger & Harrison goes out of business, it is considered a monumental event in the legal community
because it is so exceedingly rare for law firms to go out of business in the first place. Conversely, companies the
size of even the largest law firms go out of business every day of the week. Most of these companies have in-house
attorneys.
There is a saying: “If it looks too good to be true, it probably is.” While most attorneys out there have heard this
saying, it bears repeating. Anything that produces strong economic results generally produces these results because
it is providing value and doing so over an extended period of time. It is important to realize that whatever path you
choose with your legal career, you will only be highly compensated if both you and your organization are providing
value in the marketplace.
C. It is Very Difficult to Get Another In-House Job Once You Go In-House
The difficulty of getting a job in another law firm once you have gone in-house may be surpassed only by the difficulty
of getting another in-house counsel position. Typically, some of the most attractive candidates to in-house employers
are the attorneys inside the law firms that handle their legal work. These attorneys are already familiar with the
Company, have established relationships with key players inside the Company, and are trusted legal advisors who
cost the Company a great deal of money. The idea of bringing these already trusted attorneys inside the Company
and saving the Company money is something that is certainly an attractive prospect to many companies. In our
experience, most attorneys who go in-house are hired by their former clients.
In theory, it would be excellent if everyone could go to work for one employer and remain there until retirement.
Nevertheless, this is not a socialistic or communist country, and companies go out of business, legal departments
are downsized, and companies decide they no longer want an in-house legal department. The fact is that you will be
extremely unlikely to remain in the same in-house job throughout your career and will in all probability need to seek
alternative in-house employment at some point in time. In searching for your next in-house legal job, you will not have
the luxury of being a bright-eyed attorney being wooed by your client. Instead, you will need to hit the street and
start tracking down these jobs on your own. When you have a family, friends in the area, kids in a local school, and a
mortgage, this may not be something that appeals to you all that much.
Many attorneys who left law firms to go in-house (and did not go in-house with their clients) spent years searching
for in-house positions before they found one. These same attorneys, who are most often at the associate level, are
often quite eager and convey a surprising level of enthusiasm for working in-house to potential employers. When you
attempt to find another in-house position, you are entering a market that is tremendously competitive, where there
are likely to be numerous people competing for the same position. As an attorney inside a law firm, you are arguably
more attractive to in-house employers. If the search for an in-house position can take years when you are inside a law
firm, can you imagine how long it will take when coming from an in-house position?
The ‘dark Side’ Of Going In House
If you search job boards, legal recruiter ads, or other sources where in-house jobs are typically listed, it should be no
surprise that there are far more law firm than in-house positions listed. For example, if you go to most cities in the
United States of between 100,000 and 200,000 people, there are likely to be more than 100 law firms of more than 10
attorneys. In this same market, there may be fewer than 10 companies that even employ in-house attorneys, and the
number of attorneys these companies hire is likely to be quite low.
D. Once You Go In-House, Your Skills Are Likely to Deteriorate
Very few attorneys realize just how much their skills are likely to deteriorate once they go in-house. A large portion of
the responsibility of many in-house attorneys is to farm out challenging work to the appropriate law firms. Therefore,
once you go in-house, you will often cease doing sophisticated legal work and instead merely hand off work to law
firms. For some attorneys, this is the ideal job. For other attorneys, this is not an ideal job because they no longer
work directly on challenging legal work.
PAGE: If you are at a Company doing an IPO, an outside law firm-and not you-will likely be responsible for the IPO. If your
company is involved in significant litigation, almost always an outside law firm-and not you-will be the one drafting
the motions, doing discovery, and going to court. All of this should make it obvious that a great deal of the learning
and refinement of your legal skills that occurs inside a law firm stops once you go in-house. It is unlikely you will stay
abreast of the law once you are in-house because you will have no reason to. Because you will be doing less hands-on
work and will be exposed to fewer nuts and bolts of practicing law, your skills will gradually deteriorate.
E. You May Have to Work as Hard In-House as in a Law Firm
With some exceptions, in-house attorneys most often do not have to work as hard as their counterparts at firms. This
is one of the better reasons for going in-house. It is your life, and being in-house can release you from much of the
pressure of the billable hour requirement and other stresses of being in a law firm. In addition, being in-house typically
has more predictable hours. We have no doubt that working in a law firm can often be incredibly stressful. In large
law firms, many attorneys are plagued by divorce or substance abuse and spend little time with their children. Indeed,
many attorneys in large law firms consider anything that does not relate directly to the practice of law as something
that is a distraction, even if it is spending time with family. An in-house environment can often give you your life back.
However, a job in-house is often not the utopian environment described above. We often encounter lawyers whose
primary goal in a career change is to reduce the pressure of billable hour requirements that seem to be only
associated with private practice. Depending on your career and life goals, it is often perfectly reasonable to seek
situations that will require something less than the typical billable hour requirements of an associate at a busy law
firm. However, we do not agree that private practice necessarily means an unreasonable grind, nor should one expect
a laid-back lifestyle in every in-house position.
General Counsel and Associate General Counsel of large corporations often work the same hours as lawyers in private
practice, which sometimes includes late-night and weekend work. Many in-house departments of corporations are set
up like law firms, where different departments within the company are considered clients, and in-house counsel are
required to bill and record how they spend their time with the internal clientele. For the companies that do not require
their lawyers to bill their time, a lawyer working long hours has no record for the purpose of year-end productivity
bonuses, as law firms do.
Additionally, the typical in-house work environment is changing and may no longer be everything an attorney fleeing
firm life is seeking. The most recent annual survey of in-house attorneys by Corporate Counsel shows that despite
myths to the contrary, the in-house environment is slowly morphing into somewhat of a friendlier law firm grind over
the last few years. Everything from the Sarbanes-Oxley Act to the recessionary economy has contributed to a more
stressful work environment for in-house attorneys.
With corporate budgets going down, more pressure is being put on in-house attorneys to bring work in-house rather
than farm it out to law firms. When that work comes in, though, fewer attorneys are being asked to handle it. In-house
downsizing is one way that corporations are choosing to trim the budget fat, meaning in-house attorneys are among
the casualties of the economy. Those in-house attorneys surveyed by Corporate Counsel say that this piling on of
work has led to the late nights and weekends that many seek to avoid by making the in-house decision.
The ‘dark Side’ Of Going In House
While the work is increasing and the perks are decreasing, in-house attorneys surveyed in the article overwhelmingly
still enjoy their positions. Many who are currently employed are not looking for new positions and/or feel that the
layoffs have passed. Also, the work is able to hold the interest of the majority of employees, and the client contact and
increased sense of camaraderie among colleagues still remains.
On the other hand, law firms are increasingly amenable to flextime, reduced hours, or telecommuting situations for
valued lawyers. In the end, it is impossible to generalize what the time and billable hour requirements are for either
law firms or corporations, and it is simply incorrect to assume that the grass is greener on the other side. At the
end of the day, the fact of the matter is that most lawyers with sophisticated practices work hard, whether in private
practice or in-house. There are as many distinctions to be made between lawyers practicing with law firms as there
are differences in the day-to-day lives of prosecutors, general counsel, and large-firm associates.
Conclusions
One of our recruiters was recently corresponding with one of his friends who had just received an in-house position.
This attorney was three years out of a top Ivy League law school and working for arguably one of the top two or three
law firms in the United States:
PAGE: Are you sure about the in-house thing?
In short, I do not think that in-house positions are usually a good idea for a good lawyer at your level. You will
be making a decision to be an employee rather than a business owner; to turn over control of your destiny
to a board of directors and stockholders, rather than controlling it yourself; and to limit your financial upside
drastically. Your ability to come back to a law firm after leaving for an in-house job is almost nil as well, so you
should kind of look at the option with the same sort of circumspection that you might view a vasectomy: It may
be reversible, but you’d better be darned sure about it anyway.
On that note, I just got a call earlier from a guy who left a big-time firm as a fourth-year to go in-house at a
major independent ** company in **. They had a change of GC five months later, and he was out of a job. The
new GC wanted to farm the work out. His firm won’t take him back, and I had to tell him that I can’t get him a job.
There are a lot of good law firms out there that might solve your problems without the negatives of the in-house
world. I would recommend looking at those options first. Keep your option to go in-house until you learn you
can’t go further in a law firm. If you can make partner in a good one, you might be a general counsel when you
make that switch. As a seventh- or eighth-year, you could be an assistant GC reporting to a named executive
officer (rather than another lawyer only). That’s a much better position.
***
We encourage any lawyers considering a career change to avoid generalizations and preconceived notions of what it
means to be practicing with a law firm and instead to focus on what jobs are best suited to their particular credentials
and abilities. We’ve heard the success stories for in-house positions-they do happen. However, we also believe that law
firms get an undeserved bad rap among lawyers.
You need to carefully weigh your options before going in-house. There is a chance that going in-house could be the
perfect career decision for you. Like everything in life, you need to maximize your long-term self-interest. If, when all
is said and done, going in-house is likely to maximize your self-interest, then it is probably the right thing to do.
The ‘dark Side’ Of Going In House
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January 21, 2013 · by Eric Goldman · in Former Employers, Legal Industry
[This blog post holds my personal record for gestation of a blog post. The outline for this post traces back
to a student talk I gave at Marquette University in 2004. I first started working on the post some time in
2005 or 2006. 7+ years later, I'm finally sharing it with the world. Sadly, I don't think the post is noticeably
better for all of its incubation.]
This post provides my perspectives on the pros and cons of practicing law as in-house counsel versus at a
law firm. Although my perspective is hardly unique, I am one of the comparatively few people who
actually preferred practicing at a large law firm over in-house. When I tell people this, they almost always
express surprise. My experiences may be colored by practicing in a start-up environment, with its
advantages and disadvantages, and my conclusion may reflect my particular personality idiosyncrasies.
Nevertheless, this post will provide my insider’s view on life as in-house counsel.
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Advantages of In-House Practice
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The Lawyer Can Become a Business Decision-Maker. In-house lawyers take on business responsibility in
several ways. First, to the extent the lawyer supervises outside counsel, the lawyer usually handles those
vendor relationships. Second, the in-house lawyer often gap-fills any business decisions that aren’t owned
by other people within the company. Finally, the in-house lawyer may share in making business decisions
with the “business” people. Often, the in-house counsel’s co-workers prize the lawyer’s business input as
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much as his/her legal analysis.
The Lawyer Becomes Part of the Team. Most outside counsel have a “hired gun” relationship with their
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clients. The outside counsel is responsible for providing the best service possible, but then that lawyer flips
his/her advice “over the wall” and leaves the implementation to someone else. In contrast, in-house
counsel often become part of the execution team. Because in-house counsel are part of the team, they can
be much more proactive than the outside lawyers. They can raise issues early and see the issues through to
resolution.
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In-House Counsel’s Interests Better Align with Corporate Objectives. Even with innovations in alternative
billing and long-term multi-iteration relationships between companies and firms, usually an outside
counsel’s interests do not align very well with the client’s. After all, the law firm has its own profits to
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manage, and doing so inevitably diverges with the client’s profit maximization. This is endemic to any
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customer/vendor relationship. Certainly hours-based billing creates numerous potential conflicts of interest
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between firm and client.
In-house counsel’s economic interests align much more closely with the client’s. There will never be
perfect alignment, but the combination of being an employee plus possibly an equity interest makes a huge
difference.
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Eric Goldman
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As an added bonus, usually in-house counsel don’t keep timesheets and don’t have billable quotas. This is
often the #1 advantage cited by new in-house lawyers. However, this isn’t always the case. Some
companies use a chargeback method to divisions/departments that requires keeping track of expenses; and
companies may view in-house counsel as substitutes for outside counsel, which makes their goal to
squeeze as much value out of the in-house counsel as possible.
new successful product they guided through the development process and feel a sense of responsibility; a
litigator achieving a favorable case outcome can have the same feeling.
Easier Prioritization. In-house counsel can often prioritize conflicting time demands easier because, after
all, the requests are all coming from the same company and they can be prioritized based on profitability or
the company’s strategic objectives. In contrast, outside counsel have a tough time prioritizing conflicting
requests. Naturally, every client wants to be #1 but inevitability priority choices must be made, and telling
a client that they aren’t #1 isn’t a path towards long-term client happiness.
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of the priority list. So although it may be easier to prioritize tasks, it may be more painful to say no to
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people you have to work with the next day.
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wonder about this in practice. Sure, in-house counsel can call up outside counsel and dump a project on
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them on Friday at 5pm while the in-house counsel goes on to enjoy the weekend. However, to the extent
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that in-house counsel are cost centers and the company is trying to maximize value out of a cost center,
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inevitably there will be significant pressure placed on the in-house counsel to do more and work harder. In
the end, I think this is very specific to the company and the legal department. Some employers are going to
provide better work/life balance than others.
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9 Jan
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On the other hand, it can be even harder for in-house counsel to tell a co-worker that they are not at the top
Better Work/Life Balance. The stereotype is that in-house counsel have a better work/life balance. I
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Greater Ownership of Outcomes. It’s often easier for in-house counsel to point to specific favorable
outcomes for the company and claim credit/ownership of those outcomes. A product counsel can point to a
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You’re Answerable to a Boss. Some of you may find this an odd “con.” Doesn’t everyone have a boss?
The answer, of course, is yes unless you’re self-employed. Even a CEO is answerable to the board or
investors.
2013
2012
2011
However, at some law firms, the supervisor/supervisee relationship can be quite attenuated. In firms with a
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2010
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Advantages and Disadvantages of Taking an In-House Counsel Job | Goldman's Observations
power-partner model, the associate’s power partner is the boss; but at firms with a free-agency model for
assigning new projects, it’s possible that no one partner views him/herself “responsible” for an associate.
As it turns out, that was the situation I had when I was at the law firm. Although I had partners who
nominally were accountable for my time, in practice I had a significant degree of autonomy. Partners have
even more independence.
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2009
2008
2007
2006
2005
In-house, the lawyer will have a boss in the classic sense. The boss will conduct your performance
evaluations, and your success will depend on doing what the boss wants you to do and keeping your boss
happy. If the boss isn’t a lawyer but second-guesses your legal advice, that can get especially awkward.
Because bosses can change—they can leave the company or the position can be reorganized (a fairly
common occurrence)—the job can change unexpectedly. Even if you love your current boss, your next
boss may be a jerk. With a change in supervisors, a good job can become a terrible job overnight. There is
almost nothing in-house counsel can do to avoid this risk.
Furthermore, job advancement in-house often requires a boss who will champion for your cause. Sadly,
many bosses are not very good at being advocates for their supervisees, in which case in-house lawyers
can get stuck in their career progression.
You’re Expected to Know the Answers. In-house, your clients expect you to know the law cold.
Occasionally it’s acceptable to request some research time, but most of the time it’s not. In some cases,
your clients will think you’re an idiot if you don’t know the answer off the top of your head. In particular,
in-house can be a difficult place for newly graduated JDs because usually there’s no training.
Lawyers who start in-house face the added problem that the business clients don’t prize legal accuracy as
much as they prize good business counseling. If anything, clients hate legally accurate answers that
conflict with their business objectives. As a result, lawyers who start in-house, over time, often become
more skilled at business counseling than legal counseling; they don’t necessarily know all of the relevant
legal doctrine, and the clients don’t value that extra legal expertise. But in-house counsel are socialized to
give clients what they want, which is that they want “yes,” not “no.” As a result, in-house counsel are
constantly under pressure to distort their legal analysis to support a business conclusion of “yes.”
Finally, because in-house counsel often are viewed as more skilled at business counseling than legal
analysis, their clients sometimes value outside counsel’s advice more than in-house counsel’s. (This is true
with outside consultants as well, who often are hired to say exactly what someone internally has already
said).
In-House Counsel as a Cost Center. As mentioned above, often employers hire in-house counsel to reduce
expenditures on outside counsel. This means employers try to maximize the return from each in-house
counsel and reduce in-house counsel’s ability to pay for outside counsel. In-house counsel are obvious
targets in any layoff, and they are often expendable after an acquisition.
In-House Counsel as Too Generalist and Too Specialist. In terms of future employment opportunities, inhouse counsel can end up in a weird squeeze. On the one hand, in-house counsel often are generalists.
http://blog.ericgoldman.org/personal/archives/2013/01/inhouse_counsel.html
Page 3 of 4
Advantages and Disadvantages of Taking an In-House Counsel Job | Goldman's Observations
1/13/14 10:59 PM
They handle any legal matters that appear on their desk, especially in companies where the legal
department is small. Further, in-house counsel often are expected to keep up with a wide-ranging set of
practice areas, making them the master of none. At the same time, in-house counsel can become incredibly
specialized; they focus on the legal issues posed by a single company in a single industry, and thus they
may lack the practice diversity across industries and competitors that outside counsel can develop.
Thin Infrastructure. Often, in-house legal departments provide light resources for attorneys. For example,
secretarial staff may be spread thin or non-existent. The company may not subscribe to helpful
publications or databases.
Consequences of Internal Conflicts. Inevitably, your clients will want to skirt the law, even if the company
is fundamentally trying to be ethical. There are too many laws, too many stupid laws, too many laws that
impose unreasonable compliance costs, and too many grey areas. In-house counsel have few good choices
in these circumstances, especially if the lawyer advised the client on one course of action and the client
rejected the advice. If the lawyer feels like he/she needs to “withdraw” from the representation because of
the client’s now-possibly-shady behavior or because of the implicit vote of no confidence due to the client
ignoring the lawyer’s advice, the lawyer’s options are limited. The lawyer can simply walk away from the
job, immediately cutting off the salary (and foregoing any equity upside) and burning bridges with the
remaining co-workers; or the lawyer can slowly try to find alternative employment, a time-consuming and
costly transition. A standard “best practice” for law firms is to not become too dependent on any single
client because it will create pressures to do unethical things. In-house counsel, by the very nature of the
position, violate that best practice.
For more thoughts, see The Conglomerate.
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Page 4 of 4
Ten Tips Out of the Gates for New In-house Counsel - Association of Corporate Counsel (ACC)
1/13/14 10:39 PM
Legal Resources
Top Ten Tips Out of the Gates for New In-house Counsel
JUL 30, 2013
ALAN GUTTERMAN, FOUNDER AND PRINCIPAL OF GUTTERMAN LAW & BUSINESS AND THE BLOGGER BEHIND THE BUSINESS COUNSELOR BLOG™
We’ve all heard that law school doesn’t always prepare new attorneys for the challenges of practice in the “real world.” While this truism is often directed at new attorneys
walking in the door of a law firm, it’s equally applicable to new attorneys that begin their careers in a corporate legal department.
Companies with large legal departments often have their own orientation programs, and resources such as ACC’s Corporate Counsel University, an annual three-day boot
camp for new in-house practitioners, are also available. But you may also be looking for practical steps you can take to hit the ground running in-house. And the tips
outlined below can also serve experienced attorneys transitioning from a law firm to an in-house position.
1. Request an executive summary of the company’s business plan and an org. chart.
You may have already done a lot of homework to prepare for the interview process that got you the job in the first place; however, you should be sure that you get a copy of
any “official” executive summary of the company’s business plan that succinctly lays out what the company does and what its goals and objective are for the future. You also
should ask for a comprehensive organizational chart so that you can begin to understand how the company is set up, who reports to whom, how information flows, and
where the legal department fits in.
2. Steep yourself in the company history and culture.
Even before you get too involved with the myriad legal and regulatory details of the company’s activities take time to sit down and learn about the history and development
of the company and make an honest effort to understand its corporate culture. So much of what goes on inside a company is not immediately obvious and depends on when
and how the company was founded and the values that were established at the beginning and passed on to subsequent waves of managers and employees.
3. Research each of the company’s key industries and markets.
Again, before you start plowing through the company’s contracts and policies, go out and find reliable, timely, and unbiased information on each of the industries and
markets in which the company currently operates. While you’re doing this research you should get up to speed on competitive and regulatory conditions in industries and
markets that are likely candidates for company expansion over the next few years. You should also identify each of the key legal and regulatory areas that will affect the
company because of the decisions made regarding industries and markets. If something comes up that you are not familiar with, you need to figure out where to find the
resources to address the company’s interests with respect to issues in that area.
4. Read the company’s 10-K, proxy statement, and annual shareholders’ reports word for word.
Once you’ve researched the company’s key industries and markets (using independent sources) it’s time to take a close look at how the company presents itself in
disclosures to shareholders and the investment community. Assuming your company is subject to the reporting requirements of the federal Securities and Exchange Act of
1934, you should read the company’s 10-K, proxy statement and annual shareholders’ reports word for word. If your company is privately held get a copy of the business
plan and offering documents used to raise capital from outside investors or to land a credit facility from a bank or other financial institution.
5. Review all the other SEC filings that the company has made over the last two years.
While most of the important information about the company will be included in the major SEC reports and filings referred to above you should still take the time to review
everything else that the company has filed with the SEC over the last two years. This includes disclosures made on Form 8-K and in quarterly reports on Form 10-Q.
Reviewing this information will provide you with a better idea of the flow of events with respect to the company. For privately held companies, the review should include
communications made to shareholders over the last two years.
6. Review all of information regarding products, services, and company activities that the company has released to the public over the last two
years.
Tips 4 and 5 focus on information presented to investors; however, you also need to be very familiar with marketing activities to engage customers in the marketplace. The
scope of your review of materials relating to company products and services will depend to some degree on your own familiarity with those products and services and the
http://www.acc.com/legalresources/publications/topten/ttootgfnic.cfm
Page 1 of 2
Ten Tips Out of the Gates for New In-house Counsel - Association of Corporate Counsel (ACC)
1/13/14 10:39 PM
underlying technology. At the outset, a general review will probably suffice since you can get into details later when a specific issue arises; however, this is a good time to
introduce yourself with your business partners in marketing, customer service, and operations who are involved with preparing and distributing product and service
information.
7. Carefully review the company’s “due diligence binder” and make notes on how to improve and update it.
Reviewing all of the information described in the first six tips above should set you up nicely to review and improve the company’s due diligence binder. The company’s due
diligence binder is a collection of all the items that the company would be asked to present when it is involved in a major transaction, such as during an acquisition or
private offering. The documents should provide a thorough tour of the legal and operational infrastructure of the company: charter documents, contracts, licenses and
permits, policy statements, etc. As you review, take notes about how to improve and update the binder. If there is no binder you will have to gather these documents by
working with business partners throughout the company.
8. Review the minutes of meetings of the board of directors and each of the major committees of the board.
Each of the areas of the due diligence binder are important; however, take extra time to review the meeting minutes of the board of directors and each of the major
committees of the board. These items are not public information, and they can provide valuable insight into the concerns of the leaders of the organization and the how the
directors interact with senior executives.
9. Meet with representatives of the company’s outside auditors and law firms to discuss what you’ve learned so far and to understand their
relationship with the company.
Meeting with representatives of the company’s outside auditors and law firms is often one of the first suggestions for new in-house attorneys; these meetings are more
useful after you have done your homework on the company’s legal, operational, and marketing activities and the industry’s competitive landscape. The meetings are your
opportunity to introduce yourself as a business partner, and to ask questions about issues that you may have already noticed (and accounting and legal issues that you may
not be familiar with).
You should also be attuned to clues about the relationship between outside auditors and law firms on the one side and their designated contacts within the company on the
other side. Include your supervisors if they want to attend. You should be aware of any long-standing personal or professional relationships between your supervisor and
an outside auditor or law firm. Begin thinking about relationship management strategies as you participate in these meetings.
10. Meet with a senior (and hopefully long-serving) manager from each of the company’s key departments or business units to set expectations.
All of the information you’ve gleaned from your work above is only important if it helps you provide value to your internal clients. So, as soon as you can, but only when you
feel ready, you should meet senior (and hopefully long-serving) managers from each of the company’s key departments. Introduce yourself and listen to their concerns and
expectations regarding in-house legal services. Set these meetings up with prior notice to your supervisors.
Conclusion
This list leans heavily toward steeping yourself in the business and organizational culture of the company before jumping into specific legal matters. While the timing is not
necessarily within your control, particularly if there is a crisis brewing on your first day at work, you should try to pace out this legwork over your first 90 days on the job.
When you’ve gone through all of the steps outlined above sit down with your immediate supervisor and go over what you’ve learned. Seek ideas about other issues to
explore and use the entire process as a launching point for setting your own personal goals and objectives for a successful first year in your position.
PUBLISHED ON JULY 30, 2013
The information in this Top Ten should not be construed as legal advice or legal opinion on specific facts and should not be considered representative of the views of its authors, its sponsors,
and/or the ACC. This Top Ten is not intended as a definitive statement on the subject addressed. Rather, it is intended to serve as a tool providing practical advice and references for the busy inhouse practitioner and other readers.
Back to top
Reprinted with permission from the Association of Corporate Counsel (ACC)
2013 All Rights Reserved.
Download PDF
http://www.acc.com/legalresources/publications/topten/ttootgfnic.cfm
Page 2 of 2
Top 10 Starting Tips for New In-House General Counsel - UpCounsel Blog
1/13/14 10:56 PM
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Top 10 Starting Tips for New InHouse General Counsel
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Written by Matt Faustman on Dec. 3 2013 under General Counsel Corner
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We’ve all
heard that college doesn’t prepare new employees for the challenges of the real world and
this is never more true than for new attorneys walking into the doors of a corporate legal
department. Companies who can afford in-house legal counsel often have their own
orientation programs and resources, but new attorneys who want to hit the ground
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running, so to speak, can use the following top starting tips that have served experienced
attorneys well.
1. Get the Current Business Plan and Organizational Chart
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Business of Law
While the new attorney may have done their homework to prepare for the interview, it’s
now time to get an official and current business plan to understand what the company
Company News
does, what its goals are, and what objectives it has for the future. The comprehensive
organizational chart will help you understand how the company is set up, including:
Who reports to whom
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Where the legal department fits into the picture
2. Arm Yourself with Company History and Culture
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Page 1 of 4
Top 10 Starting Tips for New In-House General Counsel - UpCounsel Blog
1/13/14 10:56 PM
Before a new attorney gets involved with the legal and regulatory details that govern the
company’s activities, it’s important to take a little time to learn about the history of the
company and make an effort to discover the features of its culture. The latter can take
more time, but so much of what goes on inside a company is not immediately obvious
without a good understanding of both history and culture.
Arm yourself with these details ahead of time and save yourself confusion later.
3. Learn the Company’s Key Industry and Market
Again, before plowing into the contracts and policies, it’s important to understand the
industry and market within which the company currently operates. This will give you a
great deal of information about regulatory details that control the company’s decision
making later. it will also help you understand the key legal and regulatory areas that affect
the company prior to reviewing the contracts.
4. Review Proxy Statements and Annual Shareholder’s
Reports
Once you understand the industry in which the company is operating, it helps to
understand how the company is doing within that industry and that means reviewing the
disclosures to shareholders and the investment community. If the company is subject to
the reporting requirements of the Securities and Exchange Commission (SEC), you should
ask for the company’s 10-K, the proxy statements, and annual shareholders reports and
read them carefully.
5. Review SEC Filings for the Last 2 Years
While much of the important information about the company you’ve already discovered in
the documents you have already reviewed, the SEC filings will give you a good idea of the
flow of events with respect to the company over the last two years. Now that you
understand the industry, how the company operates within the industry, it helps to see
how the company is doing within the industry and this is what you’ll learn with these
documents.
6. Get All Publicly Released Info Regarding Products,
Services, and Activities
Now that you know what’s been revealed to investors, it’s important to understand what
has been conveyed to customers regarding the company products and/or services so you
can be familiar with their story and the underlying technology.
It’s a good idea to note some questions so you can ask marketing and customer service
department heads – those involved with preparing and distributing product and service
information – later when you meet with them.
7. Review the Due Diligence Binder and Make Notes for
Improvement
All of the review work done thus far puts you in a good position to review and note
http://blog.upcounsel.com/top-10-starting-tips-for-new-in-house-generalcounsel/
Page 2 of 4
Top 10 Starting Tips for New In-House General Counsel - UpCounsel Blog
1/13/14 10:56 PM
improvements for the company’s due diligence binder – the collection of all items the
company will be asked to present when it is involved in a major transaction, such as a
private offering. These documents provide a thorough view of the legal and operational
infrastructure of any company and include:
Charter documents
Current contracts
Corporate licenses and permits
Policy statements
and more
If you notice items that are missing – or there is no binder – now is a great time to note
that fact and get started gathering those documents.
8. Review Board of Director’s Meeting Minutes
The minutes of the board of director’s meetings – as well as those of any major
committees of the board – will give you a valuable insider’s view into the concerns of
current leadership and understand how the directors interact with each other and with
senior executives. If there’s a problem already, you’ll know it with this step.
9. Have Drinks with Outside Counsel
Meeting the company’s outside auditors and law firms is often one of the first things new
in-house attorneys are told to do, but these meetings are far more useful after you’ve
done the groundwork laid out above. Ideally, these meetings are an opportunity for you to
introduce yourself and get answers to questions you have about issues you may have
already noticed as well as any accounting and legal issues you may have identified.
Before you attend these meetings, get a clear understanding of the relationship between
the outside counsel and the company executives. Be aware of any long-standing personal
and/or professional relationships as you encounter them.
10 Schedule Lunches with Key Department Heads
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All of the work you’ve done to this point means you are in an excellent position to meet
those who will be your internal clients. Now is a great time to set expectations with each
of the company’s key departments. Introduce yourself then listen to their concerns and
"UpCounsel helped us
save $15,000 while
While this list relies heavily on steeping yourself in all of the business
and organizational
delivering
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lore available, the goal is to understand as much as possible prior to jumping the gun on
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needs regarding in-house legal services.
specific legal matters. If there’s a crisis brewing your first day of work, that may outpace
the groundwork outlined here, but try to step through the process as soon as you can.
Tristan Pollock
About Author Matt Faustman
Co-founder/COO
Matt is the co-founder and CEO at UpCounsel. Matt believes in the power of online
Storefront, Inc.
http://blog.upcounsel.com/top-10-starting-tips-for-new-in-house-generalcounsel/
Page 3 of 4
Top 10 Starting Tips for New In-House General Counsel - UpCounsel Blog
1/13/14 10:56 PM
platforms to change antiquated ways of life and founded UpCounsel to make legal
services efficiently accessible. He is responsible for our overall vision and growth of the
UpCounsel platform. Before founding UpCounsel, Matt practiced as a startup and
business attorney.
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Top 10 Tips for the New In House Counsel - In House
1/13/14 10:48 PM
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Top 10 Tips for the New In House Counsel
By Deanne Katz, Esq. on August 28, 2012 5:56 AM
Congrats on that great new job as in house counsel! You landed a plum gig in the
legal space. Now you need some tips on how to stand out in the office.
Being a good employee is about more than showing up on time and finishing your
work by the deadline. Sure that will keep you from getting fired but it won't help
you climb the ranks. Your goal is to be lead GC isn't it? We thought so.
You've come to the right place for some tips and tricks of in house success.
1. Understand the business. The company is your client after all, so get to know
it like you would any other.
2. Always be a pleasure to work with. This is especially good advice for
corporate counsel since the legal department is often stereotyped as difficult
and uncompromising.
3. Get to know the key players. They're the people you'll go to for approval and
to explain strategy. Figure out who they are and what they do for the company.
4. Manage risk, don't avoid it. Law firms are about minimizing risks but
companies are about maximizing profit. Don't shoot down ideas that could be
problematic. Just explain how to go about it while remaining inside the law.
5. Analyze, don't summarize. No one wants to hear you give a 10 minute lecture
on the ins and outs of corporate mergers. Just tell them how it applies to this
particular issue.
6. Prove your value. Companies often rely on data and metrics to measure
productivity and profit. Collect and report these performance indicators as
proof of your value.
7. Leave 'hourly billing' behind. Your bottom line no longer depends on how
many hours you can bill; it depends on your efficiency. Cut out time-filler bad
habits and focus on your task.
8. Don't expect less work. In house counsel has a reputation as an easier job
but that's not true. Corporate work may not include client acquisition but it
has its own stresses.
About In House
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Page 3 of 3
TEN PRACTICAL TIPS FOR THE NEW
GENERAL COUNSEL
As a new General Counsel (GC), there is very little time to reflect on your career achievement. In today’s fast-paced world, expectations are
high and doing more with less is often required in short order. The following ten practical tips will help you quickly assess your department,
cast your vision for the future and begin to make your mark.
1. ESTABLISH A 90-DAY PLAN.
A plan for your first three months on the job is essential. The 90-day
plan should include key milestones and an action plan for reaching
them. What to include in your 90-day plan will depend on your
company, your department and your prior connection with the
organization. We recommend that you consider the following
areas to best position your department and yourself for
long-term success.
2. GET TO KNOW YOUR TEAM OF RESOURCES, BOTH INTERNAL
AND EXTERNAL.
Getting to know your team is time well spent – after all, the success
of your law department ultimately comes down to your people.
Within your department, you will want to meet not only with your
direct reports, but also with the entire department. Where practical,
we’ve found one-on-one meetings with all departmental attorneys
and staff to be the best received and most impactful way to cast
your vision, gain important insights and establish an ongoing
two-way dialogue. As an incoming GC, you may want or need to
make changes to your reporting structure or the composition of the
team – establishing good relationships immediately will make the
change process easier. Be sure to reach out to team members in
remote locations as well – early contact helps ensure that your
entire department has a “one team” attitude.
It’s also important to get to know your external team – schedule
meetings with key outside counsel and other vendors. They are
extensions of your department and critical to its success.
Early meetings with your internal and external team will alleviate
some of the anxiety that is inevitable with change. By establishing
a precedent of open, two-way communication, you will be taking a
step to ensure that your team members feel more engaged in the
department’s activities, leading to potentially greater productivity.
3. GET TO KNOW YOUR CLIENTS.
Get to know your clients both on an organizational and an individual
level. Organizationally, make sure you understand the company’s
overall corporate strategy: its brand, values and corporate culture;
its competitive and business environments; and its key people and
business structures and processes. Understand the functions of
each division or business unit within your organization and how
theses interrelate. It is also important to establish personal
relationships with your business clients, including the CEO and the
board of directors. By doing so, you will build the foundation for
a “trusted advisor” relationship – a key element of your ultimate
success – and lay the groundwork for top-level support of your
departmental initiatives.
A personal comfort level will encourage clients to be forthcoming
with their input as you conduct assessments of your department’s
work and make decisions regarding any changes going forward.
Your relationship with senior leadership sets an example for your
team members’ interactions with their own client contacts.
4. EVALUATE ALL ASPECTS OF THE LEGAL DEPARTMENT’S
SERVICE DELIVERY MODEL, INCLUDING RELEVANT
BENCHMARKING INFORMATION.
Not to belabor the obvious, but the function of the legal department
is to support the company’s business. Take a look at the services
being provided by your department and make sure that they fulfill
the clients’ needs and are aligned with the company strategy. Your
objective should be to provide proactive legal support in the best,
most efficient manner and to satisfy your internal stakeholders.
You should also find out how you compare to other similar
legal departments.
Effectively performing this evaluation requires a considerable effort
– take a detailed look at what work is being performed internally
and externally, and be sure to get the clients’ perspective regarding
what work should be done. There are a variety of ways to glean this
information: client interviews, interviews with law department staff
and outside counsel, workload analyses, analyses of billing records
and benchmark surveys.
Never assume you and your team know what the client really wants
even if you have not heard any complaints. Sometimes what you
discover can be surprising! Very busy legal departments are often
doing work that is either unnecessary or does not advance the
company’s business goals, while leaving more important
work undone.
TEN PRACTICAL TIPS FOR THE NEW GENERAL COUNSEL
5. DEVELOP AN UNDERSTANDING OF HOW WORK IS ALLOCATED
BOTH INSIDE AND OUTSIDE THE DEPARTMENT.
In addition to understanding the specific work that should be
performed by the legal department, it is important to take a look
at who is actually doing the work and why.
• What is the expected role of in-house counsel, and what should
it be? Is this the right approach?
• Is the right work being kept in-house and sent outside?
• For work sent outside, is it being sent to the right outside counsel
or other service providers?
• Are the right level resources doing the work both internally
and externally?
Your goal should be to develop a plan to allocate work on a
proactive basis to the most appropriate resources based on skills
and competencies, level of effort relative to the work’s value or risk,
and the most effective use of internal and external resources.
One way to do this is to take a detailed “inventory” of the types of
work currently performed (or expected to be performed in the
future) by each department member as well as outside counsel,
and then categorize and prioritize the work by complexity or value.
That analysis can be used to determine the appropriate resource
to whom the work should be allocated – internal or external; if
external, what law firm or other vendor; and for both, the most
appropriate level of resources for handling the work (e.g., senior
attorney/partner, junior attorney/associate, paralegal, non-lawyer).
6. UNDERSTAND THE LEGAL DEPARTMENT’S OPERATING MODEL
AND WHETHER SUPPORTING PROCESSES AND TECHNOLOGIES
ARE IN PLACE.
Once you have an understanding of the work to be done and who
should be doing it, look at the processes and technology that
support the work. Common and standard departmental processes
(and supporting technology) will improve efficiency and productivity
and can generate hard-dollar savings in a variety of ways. Common
areas of opportunity where process can improve efficiency include
matter management, e-billing, financial management, discovery
management and document review, document and records
management, contract management and intellectual
property management.
Be sure not to look at individual processes or technology solutions
in isolation, but rather look at but how they can or should work
together and how they work with other systems within the
company. Your goal should be to have integrated, enterprise-wide
or department-wide processes and technology. Integrated systems
leverage the benefits and efficiencies by sharing and ensuring
consistency of information and reducing duplication of effort.
2
7. ASSESS THE MANAGEMENT OF LEGAL SPEND.
Legal departments are under continued pressure to operate as
cost-effectively as possible. While it is imperative for all new GCs to
take a close look at their departments’ spend, it is typically a good
idea to resist the first impulse to put the budget at the top of the
90-day “to-do” list and immediately start slashing line items.
A more prudent course is to consider legal spend as part of the
overall department assessment. Your analysis of the department’s
workload, work allocation and processes will likely reveal efficiency
opportunities, making the spend analysis easier and more geared
to long-term cost management. In the context of these analyses,
ask yourself:
• Are we best utilizing our financial resources internally and
externally, based on our internal organization management and
our external allocation of work?
• Is our cost structure appropriately aligned with the value of work?
• How does our spending compare with relevant benchmarks?
Benchmarking can also help put your department’s spend
in perspective.
Based on our experience, taking a holistic approach to controlling
costs can generate sustainable savings in the range of 15 to 40
percent. For example, allocating work appropriately to the right
outside counsel with the right staffing models can generate more
sustainable cost savings than simply freezing rates or seeking rate
reductions, because the latter tactic does not address the
fundamental issue of the appropriate effort level required to deliver
the desired results. Similarly, reducing internal headcount without
taking a close look at whether the right work is being done will not
necessarily result in sustainable cost savings if it leads to an
increase in outside counsel spending.
8. ASSESS THE DEPARTMENT’S LEADERSHIP CAPABILITIES.
If you have done an effective work allocation assessment, identified
who is performing what work within your department and have an
idea of any changes that need to be made in that regard, you then
need to consider the composition of your team. This review should
include the leadership team and, more broadly, address future
staffing needs as well as the needs of the employees themselves
to assure long-term stability of the department.
With all the challenges you face, you will need to have in place a
really effective leadership team to whom you can delegate with
confidence. Make sure you assess your leadership team at an
early stage and make any necessary changes before the existing
structure is too embedded. Then implement a regular schedule of
leadership meetings and ‘get-togethers’ so your leadership team
feels valued and repays your trust.
TEN PRACTICAL TIPS FOR THE NEW GENERAL COUNSEL
Some additional issues to address include staff development,
leadership assessment, employee engagement and satisfaction,
team dynamics and any cultural challenges. If your department
has recently grown by merger or expansion, your focus on these
questions may be more urgent in order to develop a “one team”
culture. A cohesive legal department with engaged and satisfied
employees will operate most effectively and provide the best
support to the organization.
9. ASSESS THE MEASUREMENT AND REPORTING CAPABILITIES OF
THE LEGAL DEPARTMENT.
It’s a tried-and-true axiom that “what gets measured gets
managed.” Take a look at what is currently being measured in the
department and what should be measured. Not everything can or
should be tracked, but without measurement of results you may not
be able to document success or recognize when adjustments are
required. Some common areas for measurement include budgetto-actual variance reports; average cost by task; average hours
per matter by matter type; percent of total outside counsel fees
paid to primary law firms; average response time to client inquiries;
and overall client satisfaction ratings. Make sure these reports are
in a useable format – they should be internally consistent, clear and
concise, presenting the information required to make decisions.
10. CLEARLY ARTICULATE YOUR VISION FOR THE LEGAL
DEPARTMENT AND YOUR EXPECTATIONS FOR ALL
TEAM MEMBERS.
With the information gleaned from the above analyses, you can
develop a vision for your legal department. A clearly defined vision
outlines the department’s “future state” and the key steps to
achieve it. While the vision should come from the legal department’s
leadership, it is a good idea to elicit team input to help ensure that it
is a shared departmental vision. Holding a workshop for your team
at an early stage to discuss creating a vision for success is
worthwhile and, when done right, is a quick way to start creating
a cohesive team. Along with communicating the vision, make sure
that your team members understand your expectations of them and
their respective roles in advancing the vision.
There is only one opportunity to make a first impression. By
following the tips outlined here – taking a smart, focused look
at your department and its operations and developing a clear,
data-based vision going forward – you can exemplify the adage,
“begin as you mean to go on.”
To learn how Huron Legal’s solutions can deliver value for your organization,
contact us at 1-866-229-8700 or huronconsultinggroup.com.
3
© 2012 Huron Consulting Group Inc. All Rights Reserved.
Huron is a management consulting firm and not a CPA firm, and does not provide attest services, audits, or other engagements in accordance with standards
established by the AICPA or auditing standards promulgated by the Public Company Accounting Oversight Board (“PCAOB”). Huron is not a law firm; it does not
offer, and is not authorized to provide, legal advice or counseling in any jurisdiction.
TEN PRACTICAL TIPS FOR THE NEW
GENERAL COUNSEL
As a new General Counsel (GC), there is very little time to reflect on your career achievement. In today’s fast-paced world, expectations are
high and doing more with less is often required in short order. The following ten practical tips will help you quickly assess your department,
cast your vision for the future and begin to make your mark.
1. ESTABLISH A 90-DAY PLAN.
A plan for your first three months on the job is essential. The 90-day
plan should include key milestones and an action plan for reaching
them. What to include in your 90-day plan will depend on your
company, your department and your prior connection with the
organization. We recommend that you consider the following
areas to best position your department and yourself for
long-term success.
2. GET TO KNOW YOUR TEAM OF RESOURCES, BOTH INTERNAL
AND EXTERNAL.
Getting to know your team is time well spent – after all, the success
of your law department ultimately comes down to your people.
Within your department, you will want to meet not only with your
direct reports, but also with the entire department. Where practical,
we’ve found one-on-one meetings with all departmental attorneys
and staff to be the best received and most impactful way to cast
your vision, gain important insights and establish an ongoing
two-way dialogue. As an incoming GC, you may want or need to
make changes to your reporting structure or the composition of the
team – establishing good relationships immediately will make the
change process easier. Be sure to reach out to team members in
remote locations as well – early contact helps ensure that your
entire department has a “one team” attitude.
It’s also important to get to know your external team – schedule
meetings with key outside counsel and other vendors. They are
extensions of your department and critical to its success.
Early meetings with your internal and external team will alleviate
some of the anxiety that is inevitable with change. By establishing
a precedent of open, two-way communication, you will be taking a
step to ensure that your team members feel more engaged in the
department’s activities, leading to potentially greater productivity.
3. GET TO KNOW YOUR CLIENTS.
Get to know your clients both on an organizational and an individual
level. Organizationally, make sure you understand the company’s
overall corporate strategy: its brand, values and corporate culture;
its competitive and business environments; and its key people and
business structures and processes. Understand the functions of
each division or business unit within your organization and how
theses interrelate. It is also important to establish personal
relationships with your business clients, including the CEO and the
board of directors. By doing so, you will build the foundation for
a “trusted advisor” relationship – a key element of your ultimate
success – and lay the groundwork for top-level support of your
departmental initiatives.
A personal comfort level will encourage clients to be forthcoming
with their input as you conduct assessments of your department’s
work and make decisions regarding any changes going forward.
Your relationship with senior leadership sets an example for your
team members’ interactions with their own client contacts.
4. EVALUATE ALL ASPECTS OF THE LEGAL DEPARTMENT’S
SERVICE DELIVERY MODEL, INCLUDING RELEVANT
BENCHMARKING INFORMATION.
Not to belabor the obvious, but the function of the legal department
is to support the company’s business. Take a look at the services
being provided by your department and make sure that they fulfill
the clients’ needs and are aligned with the company strategy. Your
objective should be to provide proactive legal support in the best,
most efficient manner and to satisfy your internal stakeholders.
You should also find out how you compare to other similar
legal departments.
Effectively performing this evaluation requires a considerable effort
– take a detailed look at what work is being performed internally
and externally, and be sure to get the clients’ perspective regarding
what work should be done. There are a variety of ways to glean this
information: client interviews, interviews with law department staff
and outside counsel, workload analyses, analyses of billing records
and benchmark surveys.
Never assume you and your team know what the client really wants
even if you have not heard any complaints. Sometimes what you
discover can be surprising! Very busy legal departments are often
doing work that is either unnecessary or does not advance the
company’s business goals, while leaving more important
work undone.
TEN PRACTICAL TIPS FOR THE NEW GENERAL COUNSEL
5. DEVELOP AN UNDERSTANDING OF HOW WORK IS ALLOCATED
BOTH INSIDE AND OUTSIDE THE DEPARTMENT.
In addition to understanding the specific work that should be
performed by the legal department, it is important to take a look
at who is actually doing the work and why.
• What is the expected role of in-house counsel, and what should
it be? Is this the right approach?
• Is the right work being kept in-house and sent outside?
• For work sent outside, is it being sent to the right outside counsel
or other service providers?
• Are the right level resources doing the work both internally
and externally?
Your goal should be to develop a plan to allocate work on a
proactive basis to the most appropriate resources based on skills
and competencies, level of effort relative to the work’s value or risk,
and the most effective use of internal and external resources.
One way to do this is to take a detailed “inventory” of the types of
work currently performed (or expected to be performed in the
future) by each department member as well as outside counsel,
and then categorize and prioritize the work by complexity or value.
That analysis can be used to determine the appropriate resource
to whom the work should be allocated – internal or external; if
external, what law firm or other vendor; and for both, the most
appropriate level of resources for handling the work (e.g., senior
attorney/partner, junior attorney/associate, paralegal, non-lawyer).
6. UNDERSTAND THE LEGAL DEPARTMENT’S OPERATING MODEL
AND WHETHER SUPPORTING PROCESSES AND TECHNOLOGIES
ARE IN PLACE.
Once you have an understanding of the work to be done and who
should be doing it, look at the processes and technology that
support the work. Common and standard departmental processes
(and supporting technology) will improve efficiency and productivity
and can generate hard-dollar savings in a variety of ways. Common
areas of opportunity where process can improve efficiency include
matter management, e-billing, financial management, discovery
management and document review, document and records
management, contract management and intellectual
property management.
Be sure not to look at individual processes or technology solutions
in isolation, but rather look at but how they can or should work
together and how they work with other systems within the
company. Your goal should be to have integrated, enterprise-wide
or department-wide processes and technology. Integrated systems
leverage the benefits and efficiencies by sharing and ensuring
consistency of information and reducing duplication of effort.
2
7. ASSESS THE MANAGEMENT OF LEGAL SPEND.
Legal departments are under continued pressure to operate as
cost-effectively as possible. While it is imperative for all new GCs to
take a close look at their departments’ spend, it is typically a good
idea to resist the first impulse to put the budget at the top of the
90-day “to-do” list and immediately start slashing line items.
A more prudent course is to consider legal spend as part of the
overall department assessment. Your analysis of the department’s
workload, work allocation and processes will likely reveal efficiency
opportunities, making the spend analysis easier and more geared
to long-term cost management. In the context of these analyses,
ask yourself:
• Are we best utilizing our financial resources internally and
externally, based on our internal organization management and
our external allocation of work?
• Is our cost structure appropriately aligned with the value of work?
• How does our spending compare with relevant benchmarks?
Benchmarking can also help put your department’s spend
in perspective.
Based on our experience, taking a holistic approach to controlling
costs can generate sustainable savings in the range of 15 to 40
percent. For example, allocating work appropriately to the right
outside counsel with the right staffing models can generate more
sustainable cost savings than simply freezing rates or seeking rate
reductions, because the latter tactic does not address the
fundamental issue of the appropriate effort level required to deliver
the desired results. Similarly, reducing internal headcount without
taking a close look at whether the right work is being done will not
necessarily result in sustainable cost savings if it leads to an
increase in outside counsel spending.
8. ASSESS THE DEPARTMENT’S LEADERSHIP CAPABILITIES.
If you have done an effective work allocation assessment, identified
who is performing what work within your department and have an
idea of any changes that need to be made in that regard, you then
need to consider the composition of your team. This review should
include the leadership team and, more broadly, address future
staffing needs as well as the needs of the employees themselves
to assure long-term stability of the department.
With all the challenges you face, you will need to have in place a
really effective leadership team to whom you can delegate with
confidence. Make sure you assess your leadership team at an
early stage and make any necessary changes before the existing
structure is too embedded. Then implement a regular schedule of
leadership meetings and ‘get-togethers’ so your leadership team
feels valued and repays your trust.
TEN PRACTICAL TIPS FOR THE NEW GENERAL COUNSEL
Some additional issues to address include staff development,
leadership assessment, employee engagement and satisfaction,
team dynamics and any cultural challenges. If your department
has recently grown by merger or expansion, your focus on these
questions may be more urgent in order to develop a “one team”
culture. A cohesive legal department with engaged and satisfied
employees will operate most effectively and provide the best
support to the organization.
9. ASSESS THE MEASUREMENT AND REPORTING CAPABILITIES OF
THE LEGAL DEPARTMENT.
It’s a tried-and-true axiom that “what gets measured gets
managed.” Take a look at what is currently being measured in the
department and what should be measured. Not everything can or
should be tracked, but without measurement of results you may not
be able to document success or recognize when adjustments are
required. Some common areas for measurement include budgetto-actual variance reports; average cost by task; average hours
per matter by matter type; percent of total outside counsel fees
paid to primary law firms; average response time to client inquiries;
and overall client satisfaction ratings. Make sure these reports are
in a useable format – they should be internally consistent, clear and
concise, presenting the information required to make decisions.
10. CLEARLY ARTICULATE YOUR VISION FOR THE LEGAL
DEPARTMENT AND YOUR EXPECTATIONS FOR ALL
TEAM MEMBERS.
With the information gleaned from the above analyses, you can
develop a vision for your legal department. A clearly defined vision
outlines the department’s “future state” and the key steps to
achieve it. While the vision should come from the legal department’s
leadership, it is a good idea to elicit team input to help ensure that it
is a shared departmental vision. Holding a workshop for your team
at an early stage to discuss creating a vision for success is
worthwhile and, when done right, is a quick way to start creating
a cohesive team. Along with communicating the vision, make sure
that your team members understand your expectations of them and
their respective roles in advancing the vision.
There is only one opportunity to make a first impression. By
following the tips outlined here – taking a smart, focused look
at your department and its operations and developing a clear,
data-based vision going forward – you can exemplify the adage,
“begin as you mean to go on.”
To learn how Huron Legal’s solutions can deliver value for your organization,
contact us at 1-866-229-8700 or huronconsultinggroup.com.
3
© 2012 Huron Consulting Group Inc. All Rights Reserved.
Huron is a management consulting firm and not a CPA firm, and does not provide attest services, audits, or other engagements in accordance with standards
established by the AICPA or auditing standards promulgated by the Public Company Accounting Oversight Board (“PCAOB”). Huron is not a law firm; it does not
offer, and is not authorized to provide, legal advice or counseling in any jurisdiction.
Transitioning to an In-House Legal Position:
Quick Tips for Alumni Job Seekers
By Marilyn Tucker
You are thinking about the possibility of going in-house? Consider the following before moving forward!
1. Start by talking with in-house lawyers to learn more about their role. Reach out to alumni from your school that
are currently working in, or have worked in, an in-house capacity. Ask about what their day-to-day life is like.
While talking with these lawyers, simultaneously consider whether working in an in-house milieu is of real
interest to you. Can you envision yourself enjoying such a role?
2. Through your conversations and informational interviews with in-house attorneys, try to come to some
conclusions before engaging in the job hunt. You do not want to invest the time it would take to find an inhouse position only then to determine that the in-house role is not for you.
3. Formulate questions as you would for any informational interview but be specific to working in-house:
a. “What is the preferred or usual background for attorneys at the company?”
b. “How is the legal department organized?”
c. “Are there systems or programs for attorneys’ professional development?”
If your initial inquiries lead you to believe an in-house career is still a good fit for you, following are some suggestions to
help you prepare for and accomplish such a transition.
A. Take a look at some of the many duties and responsibilities carried out by lawyers working in-house:
Role includes:







Proactively managing and preventing risk
Being knowledgeable about various subject matters and areas of law (this is especially important for a
General Counsel or Associate Counsel position)
Knowing how to make the business ‘work’
Ensuring self as well as others’ adherence to ethical, legal and financial guidelines
Managing with integrity
Protecting the company’s interest and reputation
Managing Outside Counsel
B. Research and review the skills corporations are looking for when hiring in-house lawyers
Skills include:










Corporate Generalist Background.
Communication Skills. Communicating as a business professional and not merely answering questions
through legal memoranda
Issue spotting
Practicing good judgment
Ability to think broadly and anticipate trends that are developing
Being willing to accept risk as steps may need to be taken to move a business forward
Striving to find a way to ‘make it work’ and being solution-oriented
Financial literacy
Ability to get along with all types of people and to work in a consensual environment
Emotional intelligence
C. Look at the pros and cons of an in-house position
Pros:






Level of career satisfaction is very high among in-house lawyers
Pressure of billable hours or recording of time in 6 minute increments is gone
Tasks of document drafting and other related matters are more likely to be delegated to others
Maintain more control over day-to-day schedule with less frequent weekend or vacation interruptions
Excellent path for someone hoping to move into the business-side of industry
Compensation packages may be lucrative and include attractive stock options, retirement, pension or
other perks
Cons:






More constituents to manage including internal employees, a board of directors, institutional investors,
and outside forces such as media
Will likely involve a pay cut
Less opportunity to do cutting-edge legal work
Prestige issue as In-House Lawyers are part of the ‘cost structure’ as opposed to the ‘income generating’
structure
May cause difficulty in returning to the law firm life later
Staffing and budgetary constraints may translate into fewer support personnel for day to day tasks
D. How to find an in-house position










Start with finding out which corporations are located in your geographic target area
Network! Generally people want to help if they can, so do not be shy about contacting others for
advice, suggestions, ideas, information, and introductions. You should contact alumni that are working
In-House as well as any other former colleagues that have moved In-House.
Become familiar with the Directory of Corporate Counsel including both the Geographic Index and Law
School Index
Utilize the Chamber of Commerce Directories, local business journals, boards of trade and other
organizations’ membership rosters
Locate job openings including reviewing websites such as the Association of Corporate Counsel
(www.ACC.com), Indeed, Monster, and Career Builder
Avail yourself of other sources of in-house job leads including the Wall Street Journal, Legal Times and
bar association newsletters
Contact companies directly with a targeted, personalized cover letter (addressing the specific contact
person or General Counsel by name)and review their websites for employment information in order to
get your foot in the door
Reach out to Executive Search firms. Keep in mind that only a small number of these positions will be
filled by search consultants or by legal headhunters, so it is best not to rely heavily on this method
Jump at any and every opportunity. Nothing ventured, nothing gained.
Know that finding an in-house job, especially in our current economy, is likely to take a while. Be
committed to the job search, practicing patience and persistence in order to find that perfect in-house
opportunity.
Additionally, be aware that like all employers today, corporations are a bit uneasy about making permanent hires and
may prefer taking on an in house lawyer as a consultant or contract lawyer. While there is no guarantee that such a
position will turn into a permanent one, it happens regularly, and it may be worth the gamble. Having a foot in the door
is always advantageous, especially in a down market when competition is tough.
Marilyn Tucker is the Director of Alumni Career Services at Georgetown University Law Center. She is a member of the Quick Tips
Working Group and prepared this Alumni Counseling Quick Tip on behalf of the NALP Law School Alumni Career Services Section.
Corporate Counsel: Success Tips for Female In House Lawyers
1/7/14, 2:34 PM
ALM Properties, Inc.
Page printed from: Corporate Counsel
Back to Article
Success Tips for Female In-House Lawyers
Marlisse Silver Sweeney
Corporate Counsel
2014-01-07 11:22:15.0
“What, like it’s hard?” So says Elle Woods, dressed head to toe in pink, when her ex-boyfriend incredulously asks if she got into
Harvard Law. The only problem—it’s fictional, from the movie Legally Blonde. Fortunately, these young, game-changing
entrepreneurs are real, and are embracing their femininity as much as America’s favorite sorority sister. In Entrepreneur, Rebekah
Epstein gleans leadership tips from this “new breed of entrepreneur.”
“Not being straightforward is a huge mistake,” says Andi Atteberry, founder of Blingsting, the prettiest, bedazzled pepper
spray on the market. She suggests humanizing your business whenever possible, with both customers and employees. “The
story and reasoning behind your business decisions are important,” writes Epstein.
“Not realizing the size of the challenge in front of me, I just assumed I could do it,” says Zoe Barry, founder and CEO of
ZappRx, a healthcare start-up that gives people control over their prescriptions. Barry went 18 months without a salary or any
guarantees, but she was able to raise one million in funding without a track record, says Epstein. Instead, she relied on her
own intuition and persistence.
“Women should never apologize for being successful!” according to Sheena Sujan, founder of Sheena Sujan Handbags.
Women notoriously don’t take credit where it’s due, notes Epstein, and it’s time to stop. “We should be confident about our
success and not chock it up to luck,” says Sujan.
Copyright 2013. ALM Media Properties, LLC. All rights reserved.
http://www.law.com/corporatecounsel/PubArticleFriendlyCC.jsp?id=1202636632346#
Page 1 of 1
PRACTICAL TIPS FOR WORKING WELL WITH IN-HOUSE COUNSEL
.
.
Introduction of each of the speakers.
.
a Describe what each does for their respective companies.
a What type of attorneys are their companies using?
. Litigation matters.
. Corporate attorneys.
Understanding the World ofthe In-House Counsel.
a
a
.
.
Unlike firms, companies do not revolve around the lawyers.
Likely wear multiple hats-working closely on important business
&ci~m.
,
Work load is likely to involve a much greater breadth of issues and
handling many more matters.
In-House lawyers must justify their importance as well. You should keep
this in mind.
In-house counsel should receive good news and especially bad
news first.
.
.
Working on a matter with In-House/How to get the in-house lawyer to keep you.
a Understand company philosophy on the role of in-house counsel.
Hands on or hands off?
a Importance of communication-keeping
the in-house attorney informed.
Why? (General Counsel)
. How to communicate?
a
.
.
.
Billing/Budgeting Issues.
a Importance of sticking to budgets.
a Importance of communication (no surprises)
Knowing how undertaking a proj ect will affect the budget.
a Importance of knowing the spend at any particular moment (time sheets)
a Importance of maintaining prospective (does this matter require "scorched
earth"?
a Knowing the signing authority of the in-house counsel.
a Danger signs
.
.
.
Surprises.
. Too many attorneys on a file.
a Disputes over the Bill
Discounts
-
--
---
a
.
Doomed if you "win" the bill argument-never used again.
Effective Marketing
0 What does a company look at when hiring outside counsel.
a
Expertise.
a
Experience with litigating the particular (up to trial)
a
The team (who will be day-to-day contact)
Billing rates
a
Conflicts
a
References
How do we hire?
Who do we hire?
a
0
0
a
a
0
Lawyers that have done a good job for us.
Lawyers who understand our business.
Effective Marketing?
.
Website (careful of representations)
a
Newsletters are not effective. A phone call would be better.
Understanding client's business.
a
Suggested Topics
1.
How to handle regime change
Q: When a new in-house counsel comes in, how should outside counsel
treat him/her in order to retain business?
A: TAP response:
1. Large OC RE Firm v. Sole practioner in SF Valley
a. When I recently took this position, a large OC Firm was
earning significant six figures in fees to handle a massive
secured lending / lien / real estate project. They kept
talking about coming 2 blocks to meet me, but never did.
Several months later, the lead partner called to introduce
herself and ask that we pay a remaining $900 bill before
year end.
Meanwhile, a sole practioner in the San Fernando Valley
drove 1.5 hours without an appointment to meet me faceto- face; he brought historical documents and educated me
about the legal work he had done with the company for
years, and gave me a detailed status report on every case he
was handling.
Guess who still does work for us?
2.
Billing Issues
Q:
How should an outside counsel handle slow-pay / bill haggling
with clients?
A.
With sensitivity. You need to understand the following
about your client:
1.
11.
111.
IV.
What is their budget? Have you blown that?
What is the signing authority of your contact? Does
your bill exceed that?
a. Your contact (e.g. me), may have reviewed and
signed your bill promptly, but now it is lost on
the CEO's desk because it exceeds $10K or
$50K.
Call and warn and discuss for large bills.
The in-house counsel may need a victory internally,
so knocking 5-10% off makes everyone look good.
B.
3.
Finally, you're doomed if you "win" the bill argument
with the client. They will never use you again.
How can I get to know my client better?
A.
Get into their business and really understand it.
I have never had an attorney offer to work in one of our
restaurants, or to (no charge) spend time in the back-of-the-house
interviewingmanagers. Thatwouldbe impressive.
'
At least use your client's product, ask for a tour of their facility (no
charge), show an interest in the business.
B.
Don't market with a generic press release.
Example: Whenever there is a new court ruling on some
employment issue, at least half-a-dozen firms send me newsletters
and "updates." While it's fun to see who gets the newsletters out
the fastest (and who is the slowest), it would be much more
impressive if-instead of a newsletter--one of the many attorneys
who purports to know our business would call and say, "Tim, there
is a new ruling about using worker's compensation costs to
calculate a manager's bonus plan. I'm concerned that Coco's and
Carrows might be doing that, and wondered if you wanted USto
look at your bonus plan and make some suggestions."
That would be helpful and targeted.
In short, market directly and specifically to your existing client,
rather than sending generic updates to the entire client list.
c.
Visit their office to "pull teeth" and do employee interviews.
Waiting for in-house counsel, who may be in meetings 60% of
their life, to pull documents and files for litigation, HR, etc. will
delay things. This way you keep the project moving, you develop
face-to-face contact, and you shift the burden of gathering data
from the in-house counselor business person to you.
Day in the life
..
.
.
.
.
.
.
.
.
.
.
.
.
Marketing - Bush & Kerrey look alikes
Research variable accounting so that I can try to broker the CEO's stock option
re-pricing issue with the BOD.
0 Follo'w-up on a 1.5 hour conference call from the day before.
Attend a standing meeting: one of four that I have each week; this one is strategic
planning.
Respond to e-mails regarding our pending UFOC registration, insurance renewal
issues, etc.
Our former parent and our former Japanese licensee need us to sign some
documents to extricate ourselves fTom a licensing deal in Japan.
Weare trying to sell our mark in the Middle East, and I have to follow up on that,
and two pending sales and acquisitions of units.
Weare trying to get out of a lease in Panorama City, and the file is 25 years old
and about 1 foot thick, so I call up an out-of-work real estate attorney I know and
ask him to take a look.
Phone call from a GL attorney on a 6-figure slip-and- fall.
Phone call from an outside counsel in OC about a MSJ we jus won.
Sign 15 liquor licenses and get finger-printed for an application.
Bribe my secretary to go get me some Rubios.
At I :00 I have a conference call with our Chairman and outside counsel to explain
the 7-figure liability we have on our worst pending lawsuit.
At 2:00 I have a weekly update with the CEO.
At about 3 :00 I met with our VP Finance to get background on the documentation
letter I am drafting for a accounting vendor.
There was more.
The point is: Variety, and very little time to spend on anything. I consider myself an
expert on maybe one of the topics that I touched. So, I rely on outside counsel for a lot of
help.
10 Tips for Getting My Business: An In-House Counsel Perspective | Law Practice Division
1/13/14 10:55 PM
Home > Publications > Law Practice Magazine > 2011 Magazine Archives > November / December 2011
| THE MARKETING ISSUE
10 Tips for Getting My Business: An In-House
Counsel Perspective
Volume 37 Number 6
By
Brian Cabrera
Brian Cabrera ([email protected]) oversees all legal
and corporate affairs matters for Synopsys, Inc., a global leader
in electronic design automation headquartered in Silicon Valley.
In addition to having worked in private practice at a large law
firm, Brian has previously worked in-house at PeopleSoft,
Netscape and Silicon Graphics.
Partnering with dozens of law firms throughout my 20 years on
the inside of an industry that uses a fair amount of legal services
has taught me a thing or two about how inside and outside
counsel can forge successful and lasting relationships.
At my company, Synopsys, where I run a 34-plus member legal
and corporate affairs department, I realized early on that
expanding our attorneys’ skill sets to prepare them for the global
business world that Synopsys inhabits would go a long way
toward improving their effectiveness and efficiency. To that end
we developed and implemented an in-house cross-training
program to improve employees’ business, legal, finance and
accounting acumen for all legal counsel and infrastructure staff
and a global resource network to respond to the challenges of a
growing international business. At the same time, we regularly
collaborate with outside counsel to make certain that we get the
benefit of their extensive insights while conveying to them the
types of problems we expect them to solve for us. In fact, we
even introduced a “professional vendor of the year award” to
honor outside firms/business partners every year. Law firms
receiving the award appreciate the public acknowledgement of
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10 Tips for Getting My Business: An In-House Counsel Perspective | Law Practice Division
1/13/14 10:55 PM
their efforts.
LPM has
The results have been dramatic—increasingly successful litigation
outcomes, streamlined mergers and acquisitions practices,
development of the leading patent program in our industry and
the implementation of world-class compliance and governance
programs. These results couldn’t have occurred without
remarkable partnerships with our outside counsel.
numerous
articles and
Every legal department and law firm is different, but I am
confident that the guidelines we have developed at Synopsys can
help anyone pave the way for smoother, stronger collaborations.
Here are a few of those guidelines.
Think Long-Term Relationship
Good law firms think strategically about the relationship. They
learn in advance what issues our company is dealing with today
and how they can help us reach our goals and avoid pitfalls in the
future. They would also be well advised to learn about the
challenges the General Counsel faces and how they can help
transform those challenges into opportunities.
Make Yourself Useful
The first question every law firm should ask is: “What am I doing
to be a solutions provider and business partner to the company?”
It’s not simply about researching or reciting the law, but about
applying legal principals to the situations we face and coming up
with innovative, sensible, creative, implementable solutions that
we can use. Put simply, how can the firm help us get from Point A
to Point B? Positive results are how you make yourself useful
inside the company; the law firm’s focus needs to be the same.
Mirror me
I’m continually surprised that so few firms employ the technique
of mirroring me and my group. If I were running a law firm, and
wanted to develop a relationship with our company, I’d make sure
we had a team in place that matched up with everyone on the inhouse team in terms of background or specialty, or even a skillset they are looking to augment. If an in-house IP team, say, is
comprised of patent prosecution and litigation hotshots but lacks
IP licensing skills, why not consider bringing in the firm’s IP
licensing guru?
Think Diversity
I used to talk about diversity solely in terms of how it’s the right
thing to do from a moral perspective. I don’t anymore. Instead, I
talk about how it’s the smart thing to do. Law firms that are not
other helpful
resources to
guide you.
Law Practice
Today
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free to LPM's
monthly
webzine.
Law Practice
Magazine
Subscribe to
LPM's bimonthly
magazine. Free
to LPM
members, $64
for nonmembers.
Advertise in
Law Practice
magazine
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Page 2 of 4
10 Tips for Getting My Business: An In-House Counsel Perspective | Law Practice Division
focused on diversity appear woefully out-of-date in today’s
increasingly multi-cultural, multi-lingual, multi-threaded and
multi-jurisdictional business world. Rarely today do I face a
problem that doesn’t have an international component as part of
the answer. If your team isn’t diverse, look for ways to change
this—or risk losing business.
Communicate Effectively
Rethink the Meaning of “Presentation”
People assume that lawyers are a particularly well-spoken breed
of professional, but speaking articulately and conveying
information effectively are two different things. We currently live
in a world in which presentations are done in PDF format or in
PowerPoint. From the Board level on down, providing information
in a meaningful way means pulling it together into a thoughtful,
yet streamlined, whole.
These presentations are not tomes filled with paragraph after
paragraph: They’re bulleted and accompanied by charts and
pictures, by Web pages and videos. An attorney should never
merely recite paragraphs from a projection when sharing. Think
new media, not law firm memorandum—and think outside the
box. A few hours of media or presentation training with an expert
can go a long way.
Add Perspective
As the world has become more networked and complex, so too
have the issues with which we grapple. Today, virtually every
legal issue has other implications. For instance, a legal issue may
implicate a tax or foreign subsidiary issue, relate to a research
and development or product issue, or have some revenue
recognition or budget impact. Presentations must take into
account multiple perspectives and potential implications. If our
outside lawyers have not factored this reality into the assignment
they are working on, they will not be able completely address the
issues.
Get to the Point
The executives in our company are constantly hopping on and off
planes and sprinting between meetings. Chances are that any
email messages I send will be read on a smart phone. When I
send emails, I aim to be short and effective. I often use bullets
and get to the point early on. If I include an attachment, I cut
and paste a key excerpt or include a summary. We expect our
lawyers to do the same. Also, keep in mind that email gets more
1/13/14 10:55 PM
Women
Rainmakers'
newsletter,
discussion list,
articles and
books, all
designed to
help women
lawyers network
and build
business
development
skills.
Career Resources
Take control of
your career at
every stage. LP
has numerous
articles and
other helpful
resources to
guide you.
Law Practice
Today
Subscribe for
free to LP's
monthly
webzine.
Law Practice
Magazine
Subscribe to
LP's bi-monthly
magazine. Free
to LP members,
$64 for nonmembers.
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Page 3 of 4
10 Tips for Getting My Business: An In-House Counsel Perspective | Law Practice Division
immediate attention than voicemail. Be sure to keep your
audience in mind.
Know My Business
I’ve known attorneys who, when asked about a corporate client,
replied, “I’m just the attorney. I have no idea what they do!” That
is not the kind of response that would come from any of our
outside lawyers. Our lawyers need to know as much as possible
about our enterprise, from the market and product strategies and
yearly business objectives to its sales and financial models and
operational execution. If you don’t know what we do, you should
find out or you won’t be able to provide value to us. Read our 10K, peruse our Proxy Statement and catch up with me or my
colleagues over breakfast.
1/13/14 10:55 PM
Advertise in
Law Practice
magazine
Be Creative and Innovative
I specifically call this out because I think both creativity and
innovation often get lost in the practice of law. As a profession,
we tend to focus on precedent and what has been done before.
But in the business world, it is essential to look forward to find
new opportunities and new ways of doing things. I expect our
lawyers to look for creative ways to support our efforts to find
opportunities and gain efficiencies and effectiveness.
Differentiate Yourself
Many legal services have become commoditized. Everyone is
talking about law firm pricing. For firms, this means it is more
important than ever to be competitive on pricing, but it also
means finding ways to differentiate yourselves with clients. Before
you ask for our business, make sure that you have thought about
how you can differentiate your services from those of your
competitors.
http://www.americanbar.org/publications/law_practice_magazine/2011/november_december/10_tips_for_getting_my_business.html
Page 4 of 4
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Summary
Responsible for negotiating, writing, reviewing, summarizing, researching and executing a wide variety of agreements for companies and clients, including
marketing agreements, entertainment agreements, license agreements, real estate leases, confidentiality agreements, and other general business contracts both
domestically and internationally.
Primary responsibilities
Negotiate, write, and execute agreements and contracts.
Offer counsel on a variety of legal issues.
Advise executives within the company and work alongside employees in Strategic Business Units, Marketing, Brand Communication, Sales, Human
Resources, Corporate Alliances and the International Divisions.
Manage various projects and deadlines.
Advise executives on contract status, legal risks and business terms of various deals.
Explain legal language.
Provide assistance with global joint ventures, strategic partnership deals, and mergers and acquisitions.
Draft terms and conditions in agreements.
Ensure legal objectives are met.
Research unique legal issues impacting the organization by identifying applicable statutes, judicial decisions, and codes.
Keep abreast of legislative changes that may affect the company and its affiliates.
Perform pre-litigation work to minimize risks and maximize legal rights.
Review advertising and marketing materials to ensure compliance with legal requirements.
Develop solutions to complex legal questions.
Provide training to company and its affiliates on substantive legal topics.
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JOB DESCRIPTION
Title:
Registered In-House Counsel/ Director of Personnel
Job Summary:
Under the direction of the Executive Director, the
person in this position will be responsible for acting as
an agent for NHSI with regards to all legal matters,
liabilities and rights; however no litigation work will be
required.
Job Duties:
I.
Registered In House Counsel
(1) Review and draft all contracts, leases, and
agreements prior to entering into by or with NHSI
and on behalf of NHSI by any employee or third
party.
(2) Provide legal advice on any legal matters pertaining
to NHSI.
(3) Provide legal advice on any suits brought by or
against NHSI.
(4) Consult NHSI on any new laws, regulations or
statues; whether state or federal.
(5) Act as a legal consultant for NHSI in any legal
matters, mediations, arbitrations, and hearings.
(6) Support all other Branch Directors on legal matters
affecting NHSI.
(7) Provider General Legal Counsel
(8) Draft letters and correspondences on behalf of
NHSI.
Job Description
Registered In-House Counsel/
Director of Personnel
Page Two
II.
(A)
Director of Personnel
Personnel
1. Responsible for recruitment process;
a. Advertisement placement
b. Qualification verification and recommendation
c. Interview arrangements
d. Physical appointments
e. Reference verification
f. Submission of acceptance or rejections letters
g. Timely documented follow up with application
2. Establish and maintain an updated and complete
filing system for personnel records in accordance
with policies and procedures.
3. Responsible for the completion of all
documentation and correspondence prior to the
starting date of new employees.
4. Conduct all exit interviews and final release to
those who are leaving NHSI employment.
5. Responsible for updating personnel database and
sending our notices to employees for any missing or
expired documents and follow-up procedures.
6. Responsible for sending our evaluations at the
beginning of every month and maintaining follow
up procedure.
Job Description
Registered In-House Counsel/
Director of Personnel
Page Three
7. Responsible for maintaining and updated employee
listing and directory (summary by department and
location).
(B)
Worker’s Compensation
1. Ensure that injured employees follow the correct
steps in filing a workman’s compensation claim.
Also, ensure that corrective measures are made to
avoid similar injuries.
Follow claim from
beginning (at point of injury) to the ending
(administering of medical services and necessary
reimbursement form insurance company).
2. Maintain detailed records of all claims.
(C)
Credentialing and Hospital Privileges
1. Responsible for submitting and updating
credentialing documents to all necessary agencies
for providers prior to their start date.
2. Submit hospital privilege documentation to
necessary agencies such that providers may see
patients at local hospitals.
3. Responsible to assure that all credentials are done
and documented in accordance with the procedures
established.
4. Responsible to assure that provider compliance with
provider’s contract, especially in regard to the
Hospital Privileges. In the case of non-compliance,
complete report should be submitted to the ED.
Job Description
Registered In-House Counsel/
Director of Personnel
Page Four
(D)
Orientation/In-Service Training
1. Responsible for new employee orientation program,
to include and not limited to the review of
organization structure, management staff, and
personnel guidelines and administrative procedures.
2. Assist with in-service training preparation.
3. Responsible to arrange procedure/protocols review/
training with each related department.
(E)
Employee Relation
1. Responsible to refer to Personnel Guidelines for all
employee concern.
2. Review the Personnel Guidelines with all new hires
and current employees.
3. Responsible to educate and continuously orient
employees to the correct chain of command.
(F)
General Office
1. Perform clerical functions, type letters and memos,
posts and distributes correspondence.
2. Update bulletin boards with regulations required as
well as post all vacant positions and emergency
employment policy at all time.
3. Updates the status of vacancy positions in EDD,
NHSI Web, any career placemen, OHSPD Web
page, etc.
Job Description
Registered In-House Counsel/
Director of Personnel
Page Five
4. Perform other related duties as directed by the ED.
5. Assist in reviewing and updating personnel policies
and procedures in accordance to federal and state
requirements as well as current and future labor
laws.
(G)
Benefits Management
1. Review and advice NHSI employees with benefits
under the current insurance program.
2. Answer all questions and/or obtain answer from
current carriers.
3. Establish and maintain all needed documents for
insurance programs (medical, dental, life, etc…).
4. Responsible for communication and invoicing
between NHSI and insurance carriers on a timely
basis.
5. Seek new quotation from different companies; make
analysis and recommendations of new carriers or
coverage to maximize benefits.
6. Accrue the retirement plan benefit on a quarterly
basis in accordance to the profit sharing plan
established.
7. Maintain all CME, CDE . . . etc, for each
professional employee in accordance with current
policies, or as required by funding, licensing and
credentialing requirements.
Job Description
Registered In-House Counsel/
Director of Personnel
Page Six
8. Organizes social functions for the company (i.e.
Employee Appreciation Night).
9. Organize other employee benefits and recognition
awards.
10. Assist in quote process for insurance carriers.
Job Requirements:
(1) Provide excellent communication skills, both oral
and written with regards to all correspondences
with NHSI.
(2) Able to work independently, create his/her own
work, develop work schedules for work to be done
and be sensitive for deadlines.
(3) Must have the experience, education, self training,
and personal skills to deal with legal issues.
(4) Must be able to coordinate and communicate with
all NHSI Branches and divisions; as well as Board
of Directors to carry on the job responsibilities.
Qualifications, Education, and Experience:
(1) Graduate from an accredited Law School with a JD,
and licensed as a Registered In-House Counsel with
the State of California Bar.
(2) Must have valid California Driver’s License.
Job Description
Registered In-House Counsel/
Director of Personnel
Page Seven
(3) Be an active member in good standing of the bar of
a United States state, jurisdiction, possession,
territory, or dependency.
(4) Register with the State Bar of California.
(5) Knowledge of employment labor law, federal and
state requirements, and a good understanding of
company and departmental policies and procedures.
(6) Possess effective supervisory skills as well as
communications skills to be able to efficiently
involved with personnel inside and outside the
company requiring reasonable tact, discretion, selfexpression and a working knowledge of the
benefits policies and procedures.
(7) Self-starter and able to work under pressure.
(8) Able to Promote and believes in NHSI mission
statement “Health for All”.
(9) Ability to relate to the public regardless of ethnic,
religious and economic status.
Responsible To:
Executive Director
Classification:
Full Time Position, Exempt
Approved: ________________
Date: _____________
1/21/2014
Making the Transition from Outside Counsel to Inside Counsel (or Inside Counsel to Outside)
presented by
In-House/Outside Counsel Committee
Meeting
Wednesday, June 19, 2013
Planning Your Transition
• There is a predictable cycle to law firm hiring
• There is no predictable cycle to in-house hiring
o Planning a transition at a specific date and time to in-house employment
is like going to a flea market with a shopping list!
Presented by ELRSearch.com
1/21/2014
2
1
1/21/2014
Typical Law Firm Hiring Cycle Attorneys start interviewing in September and October to move with year‐end bonuses in the new calendar year.
Attorneys also interview after collecting their bonuses to move in the early spring/summer
Openings are more plentiful in September and October and in the beginning of the year
Law firms plan their hiring around year‐end fiscal review, and the normal cycle of attorney movements with most openings occurring in the beginning of the year and in September and October.
Presented by ELRSearch.com
1/21/2014
3
Reasons for Openings In‐House
• Replacement Position
o Retirement
o Maternity/ paternity leave
o Staff transitioning to a different
division or department
o Attorney leaving the
organization
Presented by ELRSearch.com
• New Position
o Overall growth in the company
generating too much work for
existing resources
o New client base
o A new statute or regulatory
regime
o New perceived risk to the
organization
o New branch, division or recent
acquisition
o Cost cutting measures such as
internalizing work formerly
handled by outside counsel
1/21/2014
4
2
1/21/2014
The Difference in Hiring is Directly Related to the Role Attorneys Play in the Organization
• Inside Counsel: Advisory Capacity – generally not
the direct source of revenue generation
o
Pressure to keep headcount down
• Outside Counsel: Profit Generator – the work of
the attorneys produce profit for the organization.
o Pressure to maintain or increase headcount
Presented by ELRSearch.com
1/21/2014
5
From a Search Perspective It is the attorney who drives his own law firm focused
search but it is the employer who drives the in-house
search
Presented by ELRSearch.com
1/21/2014
6
3
1/21/2014
If you are not currently in the market
• Keep tabs on job postings
• Keep your resume updated
• Don’t turn down interviews!
• Use Linkedin
Presented by ELRSearch.com
1/21/2014
7
If you are currently in the market
• Everything on slide #7 applies doubly to you!
• Reach out to personal contacts.
• Monitor ACC.com and Indeed.com for in-house
openings. For those looking to move to law firms,
check NALP.org, Vault.com and Infirmation.com as
well as Martindale.com.
• Go to individual company websites.
• Check law firm & law school alumni networks (some
may even have job boards).
• Make sure your Linkedin profile is up to date. Join
Linkedin groups in your practice area.
• TAKE INTERVIEWS.
Presented by ELRSearch.com
1/21/2014
8
4
1/21/2014
The wider you cast your net
The greater potential for opportunities Presented by ELRSearch.com
1/21/2014
9
A Word of Caution:
If you are involved in an active
search keep records of all
employers who have received
your resume.
Ideally, you want to include the
name of the employer, the
specific position for which your
resume was submitted, the
name of the contact person
and the date of the submission.
Also keep track of which
resumes were submitted by a
recruiter or another third party
and which were submitted by
you directly
Presented by ELRSearch.com
1/21/2014
10
5
1/21/2014
So is there a perfect time to transition?
• It depends!
• It is not true that you need to be a certain class year
to go “in-house”
• Nor is there a specific window of time
• Moving at different points in your career open up
different opportunities and have comparable
potential complications
• No right or wrong answer to this question!
Presented by ELRSearch.com
1/21/2014
11
Lumping In‐House Employers into 3 Categories of Hiring Preference
1. Prefer only to hire people already inhouse or straight from law school
2. Want top law firm training, but more
junior
3. Any combination, open to wide
variety of levels and experience
Presented by ELRSearch.com
1/21/2014
12
6
1/21/2014
Pros & Cons: Transitioning as a junior, senior associate, partner/counsel?
• Overall number of available positions at the
level in which you wish to transition
• No fixed correlation between title and level
of seniority from one in-house employer to
the next: the title “GC” can have different
meanings!
• Salary differential between in-house and law
firms can be substantial – especially at the
senior level
Presented by ELRSearch.com
1/21/2014
13
1/21/2014
14
Horizontal Mobility
Presented by ELRSearch.com
7
1/21/2014
Vertical Mobility
Presented by ELRSearch.com
1/21/2014
15
1/21/2014
16
The “T” Word
• Is it really necessary to stay in a law firm to get
training?
Presented by ELRSearch.com
8
1/21/2014
What if you are in‐house and want to work in a law firm?
• Junior attorney move
o Look to joining boutiques
• Barriers to employment:
o Lack of formal legal practice training
o Lack of depth in specific area of law
o Inexperience keeping law firm hours
o Inexperience with time tracking and time management skills
• Senior attorney move
o Look to be hired as an “expert”
• Barriers:
o Lack of portable business and client contacts
Presented by ELRSearch.com
1/21/2014
17
Is it really greener on the other side?
Presented by ELRSearch.com
1/21/2014
18
9
1/21/2014
Cautionary Note! The actual practice of law does not change – no matter where you work.
You must fundamentally like being a lawyer first.
If you don’t, you won’t necessarily be happy no matter where you work
Presented by ELRSearch.com
1/21/2014
19
The “real” reasons attorneys want to go in‐
house
• Work/life balance
• No more time keeping/billing clients
• Deal ownership
Presented by ELRSearch.com
1/21/2014
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10
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And the truth is . . . going in‐house is not stepping through the pearly gates •
•
•
•
•
In-house attorneys can work long hours
In-house attorneys can be asked to bill hours
In-house positions can be very stressful
In-house can feel like a step down in prestige
Working under non-lawyers has its own set of
complications
Presented by ELRSearch.com
1/21/2014
21
Searching for a roll‐up‐
your‐sleeves kinda guy
o Or no diva’s need apply
• Working in-house can mean learning to work
without much of the infrastructure readily available
in law firms.
o Practicing in this manner may not be for everyone
Presented by ELRSearch.com
1/21/2014
22
11
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Getting along
• It is conceivable that you could be working with the
same few people for a long time.
o Finding the right cultural fit is a must!
Presented by ELRSearch.com
1/21/2014
23
Conflicts/Entanglements
Being in a firm gives a layer of comfort in advising clients while avoiding conflicts, entanglements and ethics complications.
It is far easier to advise someone that a course of action might be illegal or unethical when that person isn’t also your boss.
Presented by ELRSearch.com
1/21/2014
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12
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So what are the positives then?
• Yes! Working in-house can provide you with more
predictable hours
• Yes! Working in-house can present new and exciting
challenges!
• Yes! Working in-house can develop new skills sets!
• Yes! Working in-house can be very fulfilling
Whether you are transitioning from a firm to in-house
or in-house to a firm, the move will represent a new
chapter in your legal career. That prospect, alone,
can be pretty exciting!
Presented by ELRSearch.com
1/21/2014
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13
David Friedman serves as the General Counsel & Corporate Secretary for T-Systems North America. He
is responsible for leading the Legal and Business Affairs group, which also includes the Compliance and
Data Privacy functions. Prior to joining T-Systems in 2008 Mr. Friedman was Assistant General Counsel at
Shiseido International Corporation, Regional Counsel Americas, where he provided regional counsel for
eight subsidiary companies of Japanese parent, Shiseido Co. Ltd. Previous to his seven years at Shiseido,
Mr. Friedman was Associate General Counsel at Visual Networks, Inc, serving as the primary overseer
and director of legal matters relating to software products and related services; and was an associate at
the law firm of Holm & O’Hara LLP. Mr. Friedman holds a Bachelors degree in Political Science from
University of Colorado at Boulder and a Juris Doctor degree from New York Law School.
Sharon Mahn is the CEO and Founder of Mahn Consulting, a company that specializes in the career
management and placement of executives, focusing predominantly on lawyers at the partner level,
executives, as well as the successful facilitation of mergers and acquisitions of companies and law firms.
Ms. Mahn has also transitioned lawyers to in-house General Counsel positions in various sectors, as well
as other business positions both domestically and abroad. Ms. Mahn was a cum laude law school
graduate and merit scholarship recipient prior to commencing her legal career as a litigator at an
international law firm. Subsequently, she worked both in New York and London at a prominent
executive search firm, as well as a large legal search company where she was a top producer. Ms. Mahn
has penned a column for the New York Law Journal, served on multiple bar association panels, and has
been quoted in the Wall Street Journal, Reuters, and other legal and business periodicals. Ms. Mahn
enjoys running marathons and half marathons for charity in her spare time. She resides downtown in
New York City.
Lesley Matty is Legal Counsel for Richemont North America, Inc., which owns several of the world's
leading luxury goods companies, with a particular focus on luxury watches and jewelry. She manages
the day-to-day IP enforcement and strategy for most of Richemont's brands in the U.S. and Canada, as
well as a wide variety of general commercial and transactional matters. Prior to joining Richemont,
Lesley worked at two boutique IP firms where her practice focused on domestic and international
trademark and copyright clearance, prosecution, portfolio maintenance, enforcement and litigation. She
received a BA from Emory University and a JD from Cardozo School of Law.
Rena Barnett
California
NewYork
Texas
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Rena Barnett
Title: Senior Director
Email:[email protected]
Phone: (212) 993-6220
Location: New York
Rena Barnett is a Senior Director in the New York Office of Engle, Lindsley & Regan. Previously, she was the
Corporate In-House Placement Liaison at another search firm and also handled associate and partner
placements in that capacity. Rena was a transactional and regulatory environmental attorney prior to becoming
a recruiter . Her professional background includes working in the private sector, in-house for a Fortune 500
Energy corporation, and law firm experience. She also teaches business law to M.B.A. students at Adelphi
University. She is a Graduate of New York University School of Law and Barnard College (magna cum laude).
Rena has gained a broad perspective of the legal market and the tools necessary to be successful in the legal field as a result of her
solid legal experience in diverse settings. She understands that to enjoy a successful career, an attorney must be able to find a balance
between career aspirations and lifestyle interests. She lends her perspective and the benefits of her diverse experience to each
candidate’s career search.
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Elan P. Keller | Caplin & Drysdale
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http://www.capdale.com/ekeller
Elan P. Keller
Member, New York
(212) 379-6030
[email protected] | v-card | PDF
Elan Keller joined Caplin & Drysdale in 2012 as a member in the firm's New York
office. Prior to joining Caplin & Drysdale, Mr. Keller was Managing Director and Tax
Director of Macquarie Holdings (USA) Inc. ("Macquarie"). In this role, he oversaw
Macquarie Americas' diverse structural and transaction-based initiatives from a tax
perspective and developed a tax risk management framework. At Macquarie, Mr.
Keller advised corporate officers, senior executives, accountants, and in-house
lawyers on a broad range of tax matters. In addition, he managed the development
and implementation of multi-jurisdictional, tax efficient structures across various
operating groups. In 2013, Mr. Keller was recommended by The Legal 500 for his
work in domestic and international tax.
Services
Practice Areas
Corporate, Business &
Transactional Tax
International Tax
Tax Controversies
Education
LL.M., New York University
School of Law, 1999
J.D., Syracuse University
College of Law, 1998, cum
laude
B.S., University of Delaware,
1994, with honors
Bar and Court Admissions
New York
District of Columbia
Clients seek Mr. Keller's advice on matters involving tax due diligence and
structuring with respect to cross-border and domestic M&A transactions; the U.S.
aspects of inbound and outbound operations; transfer pricing; corporate
restructurings, reorganizations and distributions; capital markets and structured
finance transactions; infrastructure and leasing transactions; and oil, gas, energy,
and natural resource transactions. He also provides advice to clients on matters
relating to tax audit management, including the representation of clients involved in
IRS audits and external financial statement audits, and tax audit planning.
A licensed CPA, Mr. Keller's accounting background further enhances the legal
services he provides both from an economic and tax accounting perspective.
Highlights
During his tenure at Macquarie, Mr. Keller established and managed the tax legal
and tax reporting functions with oversight of more than twenty CPAs and tax
lawyers. Moreover, he took on a leadership role in numerous acquisitions across
various business groups, such as the acquisition of Delaware Investments in
January 2010, which tripled assets under management for Macquarie Investment
Management – Macquarie Group's largest acquisition at the time. Other notable
M&A transactions include:
Macquarie Energy's acquisition of Constellation Energy's downstream natural
gas trading operations;
Macquarie Capital's acquisition of Fox Pitt-Kelton Cochran Caronia Waller
and Giuliani Capital Advisors LLC; and
Macquarie's acquisition of CIT Systems Leasing, Globalis Investments, and Four
Corners Capital Management.
Awards & Honors
Recommended in 2013 by The Legal 500 for his experience in domestic and
international tax law.
Recent Media
Tax Analysts' Worldwide Tax Daily Quotes Elan Keller: OECD Says Luxembourg
and Cyprus Fail to Meet Tax Information Exchange Standard (November 25,
2013)
Bloomberg Quotes Elan Keller: Multinationals Need to Adapt for Move to
Automatic Exchange of Tax Information (November 22, 2013)
Reuters Quotes Elan Keller: IRS Takes on Tyco in U.S. Tax Court Debt-vs-Equity
Dispute(August 7, 2013)
Law360 Quotes Caplin & Drysdale Partner Elan Keller About OECD's
Controversial Global Tax Plan (August 1, 2013)
Elan Keller Quoted in CFO.com on Tax Effects of Hurricane Sandy (November
1/21/2014 11:34 AM
Elan P. Keller | Caplin & Drysdale
2 of 2
http://www.capdale.com/ekeller
27, 2012)
MEDIA ADVISORY: Caplin & Drysdale Sees Trend That May Further Limit
Corporate Tax Planning Opportunities (September 21, 2012)
Elan Keller Quoted by Accounting Today on Senate Probe of Offshore Profit
Shifting (September 21, 2012)
Recent Publications
Gold and Keller, "The UPS, Limited and Compaq Cases: Is the Tide Turning?" 26
International Tax J. No. 3, 1 (Summer 2000)
Harvey and Keller, "Transfer Pricing: A Special Report," International Tax Review
Supp. 31 July (2000)
© 2014 Caplin & Drysdale, Chartered | Attorney Advertising | View Mobile Version | Terms & Conditions
1/21/2014 11:34 AM
Richard B. Friedman: McKenna Long & Aldridge LLP
1 of 3
http://www.mckennalong.com/professionals-1256.html
Menu
Practices:
Partner - New York
Construction & Engineering
[email protected]
Download vCard
Insurance
Litigation
230 Park Avenue
17th Floor
New York, NY 10169
Business Disputes /
Commercial
TEL: 212.905.8331
FAX: 212.905.8381
Real Estate Litigation
Insurance Litigation
Billboard Disputes
Experience
Richard B. Friedman handles complex commercial, real estate, and
construction litigation, arbitration, and mediation matters for public and closely
held corporations in New York federal and state trial and appellate courts and
other venues. Mr. Friedman has a particularly active practice in the New York
County Commercial Division, of which he is one of the fifteen or so judicially
appointed members of the Advisory Committee on which he serves with the
nine members of that court.
Mr. Friedman's recent cases have involved:
Contract disputes (including options and construction-related agreements)
and business torts;
Real estate and construction litigations; and
Enforcement of substantial monetary judgments.
As a former senior in-house litigator and the former owner of a legal cost
management company, Mr. Friedman is extremely sensitive to client fee
issues. He is co-chair of the Litigation Department’s Alternative Fee
Arrangements Committee and was instrumental in the rollout of MLAdvantage,
a practice philosophy that emphasizes delivering superior value to clients
within certain timing and budget parameters using legal project management,
knowledge management, professional development, enhanced technology,
resource management, alternative fee arrangements, and direct cost
containment. In addition, as the co-founder and co-chairman of the
In-house/Outside Counsel Committee of the New York County Lawyers’
Association and the former founding co-chair of similar committees of the New
York State Bar Association and the New York City Bar Association, Mr.
Friedman is actively involved in addressing issues that concern in-house
counsel and bridging differences between such lawyers and their law firm
counterparts.
Notable Engagements
Financing, Foreclosure
and Lender Liability
Industries:
Construction & Engineering
Financial Services
Insurance
Real Estate
Professional Activities:
Founding Co-Chair,
In-House/Outside Counsel
Committee, New York County
Lawyers' Association
Member, Advisory Committee,
Supreme Court, New York
County, Commercial Division
Founding Co-chair,
In-house/Outside Counsel
Litigation Group, New York City
Bar Association
Member, House of Delegates,
New York State Bar Association
Member, Executive Committee,
Commercial and Federal
Litigation Section, New York
State Bar Association
Member, Committee on Court
Structure and Judicial
Selection, New York State Bar
Association
Member, Committee on
Membership, New York State
Bar Association
1/21/2014 11:34 AM
Richard B. Friedman: McKenna Long & Aldridge LLP
2 of 3
After a 41 day trial, obtained a favorable decision (after successfully
vacating a jury demand) in the New York Commercial Division in a case
brought by the former chief operating officer of our client who was seeking
up to $100 million in connection with an option agreement.
http://www.mckennalong.com/professionals-1256.html
Member, Committee on State
Courts of Superior Jurisdiction,
New York City Bar Association
Obtained a monetary recovery on a counterclaim on behalf of a national
builder of military housing in connection with a dispute at one of the nation’s
foremost military academies.
Obtained numerous favorable decisions from a New York federal court and
two such decisions from the United States Court of Appeals for the Second
Circuit on behalf of a worldwide pharmaceuticals company seeking to
enforce multimillion dollar judgments.
Obtained a multimillion dollar post-closing arbitration award on behalf of a
large paper manufacturing company.
Obtained breach of contract judgments on behalf of a national electronics
equipment manufacturer.
Obtained a favorable mediated settlement on behalf of a national real
estate mortgage brokerage company in a multimillion dollar lawsuit filed in
federal court in Michigan which resulted in no out-of-pocket payment by the
client.
Publications:
Education
J.D., University of Chicago Law School
B.A., Cornell University, magna cum laude (with distinction in all subjects)
Bar Admissions
New York
Court Admissions
U.S. Court of Appeals for the Second Circuit
U.S. Court of Appeals for the Third Circuit
U.S. District Court for the Eastern District of Michigan
U.S. District Court for the Eastern District of New York
U.S. District Court for the Southern District of New York
1/21/2014 11:34 AM
Richard B. Friedman: McKenna Long & Aldridge LLP
3 of 3
http://www.mckennalong.com/professionals-1256.html
Author, "'Additional Insured'
Coverage in Construction
Defect Claims," New York
Law Journal, June 5, 2013
Co-author, "A Roadmap For
Determining Coverage for
Construction Defect Claims in
New York," New York County
Lawyers' Association
Construction Law Journal, Vol.
III, Winter 2013
Co-author, “Ethical Issues and
Alternative Fee
Arrangements: What To Do
And What Not To Do”, New
York County Lawyers’
Association Construction Law
Journal, Vol. III, Winter 2013
Co-author, “’Additional
Insured’ Coverage: Current
Issues and Regional
Peculiarities,” New Appleman
On Insurance/Current Critical
Issues In Insurance Law,
Winter 2012
Co-author, “Ethical Issues and
Alternative Fee
Arrangements,” New York
State Bar Association Journal,
May 2012, Vol. 85, No. 4
Seminars and Presentations:
"Introduction To "Alternative"
Fee Arrangements and
Related Ethical Issues," MLA
Presentation, October 2013.
"Construction Defect Claims:
Horizontal vs. Vertical
Exhaustion of Insurance
Coverage," CLE Webinar,
September 24, 2013.
1/21/2014 11:34 AM