The ABC Guide to Building a Successful General Counsel Office
My opportunity to go in-house and build a General Counsel Office presented itself on a plane. Jay and I were returning from an M&A drafting session in Florida. I was a 6th year corporate associate at a mid-size Manhattan firm. Jay was the CFO of my client, a successful middle market private company. Jay started ribbing me about the significant legal fees that he was going to be billed for the trip. I responded, "You guys really need someone in-house to manage your legal needs." A few days later, Jay made me an offer to come aboard as General Counsel. The events of that day opened up the in-house world to me and I have never looked back. Here are my suggestions for building a successful General Counsel Office from scratch.
ABC ~ prepare
Accept - Take the leap. In-house practice can be very rewarding. There is a reason why so many lawyers want to go in-house. Granted there is another side to the "in-house or stay in the firm" decision, but in this scenario, where you have the opportunity to build the General Counsel Office from the ground up even the naysayers may agree. As the "founding" General Counsel you will have the ability to continue the sophisticated practice of law, all while getting more deeply involved on the business side and helping a company grow.
Bifurcate - Your first step should be to split your areas of responsibility into two buckets. Decide which areas are currently being covered by someone at the company and which that are not. Although you are the first General Counsel hired by the company, if your new employer is ready for a full-time General Counsel you can be sure that there are individuals at the company playing a quasi-legal role. At my first General Counsel position, my client was operating in a regulated industry and the regulatory function was being covered by a highly competent VP of Regulatory Affairs, who had a strong relationship with outside regulatory counsel. Other areas of responsibility, in my case, the HR and Corporate departments were not as well established and needed to be pushed to the top of the priority list.
Caucus - As a new General Counsel, the world is your oyster. Colleagues at your former firm and attorneys you have worked with at other firms will be delighted to speak with you and share insights and suggestions. You are now the client. Additionally, the senior management at your new employer will likely spend significant time with you talking about the company and its needs. Listen carefully, "A wise man will hear and will increase learning." (Proverbs 1:5)
DEF ~ first steps
Design - This blog post resulted from an ongoing discussion between a number of in-house counsel on the "In The House" LinkedIn page regarding "rules of thumb" for determining the proper size of a General Counsel Office. There are a number of ways to approach this question. However, the best place to start is with a good understanding of your Company's precise legal needs. The more you Caucus (see above), the more you will learn. It is an ongoing process.
Engage - You will probably need to engage additional outside counsel within your first few weeks on the job. You will need to address the areas that have not yet been addressed at the company along with any new projects. Your addition probably means the company is growing or changing.
Fire - As General Counsel you may also need to fire a current outside counsel. Be forthright and explain to the outside counsel why you are letting them go. While undoubtedly it is very difficult to let people go, handle it professionally. In many cases there may be an opportunity down the road to re-engage the attorney for another matter or to otherwise help that outside counsel.
GHI ~ integrate
Goodwill – Ultimately, the key to your success as a General Counsel lies in the amount of goodwill you build in the company. Recognize that Rome was not built in one day. Spend time becoming a trusted member of the team.
Hire – The more goodwill you build, the more your colleagues will come to you for help with their business and legal matters. Don’t do it all on your own. Now is the time to start building your General Counsel Office. When looking for attorneys to hire it often makes sense to hire individuals with varying strengths. If you come from a corporate background, bring on someone with a strong litigation background. How about legal assistants and administrative staff? I like hiring students who are on their way to law school. They are fresh-eyed, eager, and inexpensive. These future lawyers are great, but others might like hiring more experienced individuals.
Interest – Be interested in your company. The more you learn about your organization’s operations and industry space, the more effective you will be in managing its legal affairs.
JKL ~ hit your stride
Juggle – As the General Counsel office integrates into your company’s operations, you will be pulled into more and more matters. Juggle well. Learn how to triage matters and don’t let anything drop through the cracks. Figure out the best to stay on top of everything. I have used spreadsheets as well as a variety of project management software apps. I still haven’t found the perfect solution, but I am working on it.
Kryptonite - Know your weaknesses and strengths. Be humble. If you don’t know the answer just say so. Never be afraid to ask questions.
Leave – Take breaks and vacations. You have a lot of responsibility. Make sure you don’t burn out.
MNO ~ manage the chop
Mediation Skills – Learn how to successfully resolve internal and external disputes. Take a mediation course. There is a wealth of information about mediation available online. If you can please check out my article, Five Mediation Techniques Every General Counsel Should Have in Their Toolbox.
NO – Try to avoid saying "no." If at all possible, find a way to enable the transaction or process the business people are advocating. Be creative. If you are thought of as a problem-solver, not a naysayer, you will gain the trust of your colleagues.
PQR ~ stay focused on your goals
Priorities – Understand your organization’s priorities. Be honest with yourself and establish your personal priorities. Always keep both of these values in mind.
Questions – As you gain skill and expertise as the General Counsel you will find that many individuals will approach you with questions, both work-related and personal. In order to stay efficient and focused establish protocols for when you are approached. Decide when to tell lower level employees that they should direct their questions to their managers first. Balance the important goal of developing goodwill across the organization with the limited time you have to get your work done.
Realism – Be realistic about people, solutions, and problems. Learn how to effectively communicate your realism to business people who may not want to hear about a potential legal issue that will require them to modify their plans.
STU ~ anticipate new challenges
See – As your status changes from the “new” General Counsel to a seasoned member of the team don’t forget to keep your eyes open and continue to look at each new situation that arises objectively and with a fresh perspective. Sometimes issues develop in areas where you least expect. Remaining aware of ongoing operations and ongoing change in your organization, is critically important.
Think – Take time to brainstorm with colleagues and consider potential situations. You will never anticipate everything, but the process will help you be pro-active in many important areas. If you need some help playing the “what if” game, check out articles like 206 Ten Things You Should Know Your First Year as General Counsel.
Understand – Work to understand all the relevant factors and stake-holders. Understand the law, your organization, your colleagues and your adversaries.
VWX ~ deal with real crisis – beyond “managing the chop”
Values - Situations may develop where you can no longer “manage the chop.” In those crises, stay true to your values. Be fiercely loyal to your ultimate client (the company), but be prepared to make difficult decisions if the law requires it.
Whistleblow – If management is doing something wrong it is your legal and moral duty to object. If management refuses to discuss the matter with you, be prepared to go to the board.
X-plain – You will probably need to explain yourself many times. Not all board members are familiar with the laws underlying your concerns. You may be attacked in this process, but remain focused on your values and your duties to the organization, its shareholders and other stakeholders.
YZ ~ moving on
You – Regardless of what happens, don’t give up your personal integrity. It is your most valuable possession.
Zip-it – If you leave your company, remember that your obligations of client confidentiality survive your employment relationship. Do not discuss anything about your former employer’s business or your conflict with your employer in a manner that in anyway violates your legal duties as an attorney.