One of the great benefits of being an in-house lawyer is that you do not have to spend time chasing clients and developing business. All the work you will ever need is typically right in front of you – 24/7. And you don’t have to worry about collections, your client always pays on time. One the downsides of being an in-house lawyer is that you only have one client – the company – and you need to keep them happy – 24/7. Actually, while the company is your official client, the reality is you have many in-house masters. Practically every employee of the company may need to come to you and the Legal Department for assistance and it is your job to help them. The more challenging task is keeping them happy. Just like clients of outside law firms, in-house clients present many challenges beyond simply expecting you to do good legal work. Having sat on both sides of the in-house/outside counsel table, I feel in-house clients can be more challenging to manage because they usually expect more from you than just legal advice, i.e., they want you to be “part of the business” as well. And the meaning of being “part of the business” varies by individual. Learning how to manage all of these expectations and demands is a key part of being a successful in-house lawyer.
I have had my share of in-house clients who thought I walked on water, as well as those who wanted to tie a boulder to my neck so I sunk into the water – all the way to the bottom. Fortunately, I had more of the former than the latter. But, it did not come out that way without some work on my part. Over the 20+ years I spent in-house I learned a lot about managing clients and things to do (and not do) to keep them happy. While a lot of this is fairly basic, even the basic stuff is not always readily apparent. With that in mind, this edition of “Ten Things” will discuss things you can do to get your in-house clients to love you and the Legal Department.
1. Know the business. If you are a regular reader of this blog, you know that I harp on this a lot. It is impossible to be a good in-house lawyer if you do not understand the business of your only client. For example, it’s difficult to give advice about or draft a contract if you do not understand the underlying business model, i.e., how do we make money? Take time to a) read about your company’s business (website, public filings, etc.), b) meet with your clients individually and ask them to walk you through the business – from their viewpoint, and c) ask to participate in staff meetings, quarterly conferences, or any other gathering of different groups of your business colleagues. You’ll learn a lot just listening to the discussions and you’ll get to meet more of the people running and conducting the business of the company.
2. Be practical. This one is a lot easier if you take “know the business” to heart. Once you know the business, it’s much easier to give advice that is useful and practical vs. what I commonly called “law review” answers. Yes, it would be awesome if you could get away with not giving any type of IP indemnity in your contracts. But, if your business is selling software or other type of IP it’s going to be very difficult to pull this off – or get any customers to buy your company’s products. Instead, you should focus on all of the different ways you can give an IP indemnity yet limit exposure to the company, such as liability caps, conditions on how the buyer uses your products, and controlling the defense of any infringement claims. In other words, as you give your clients legal advice, always think about the practical impact of what you are saying. Will this advice work in the real business world? Are you proposing burdensome compliance with regulations that have very little bite? Are you letting perfect stand in the way of good enough? Clients will greatly appreciate you bringing a practical view to your legal advice and engaging them early in a discussion about what might work or not work.
3. Be available/responsive. In-house lawyers aren’t much good to the business if they can never get time with you. This doesn’t mean you have to be working 24/7 – well, not unless you are the General Counsel. It means simply that your clients can reach you and talk to you when they need to. Granted you will need to balance out other matters you are working on and the need to set aside time to actually do the work, but nothing makes clients unhappy more than not being able to reach you or feeling like you are not keeping them updated. Here are the basics: be available during regular business hours, even if you are working at home or remotely; if you are out of the office, put an “out of the office” message on your email and voice mail (along with an emergency contact number); respond to emails and voice mail messages within 24 hours or less – even if it’s only to let the person know that you got their message/email but it will be a bit before you can get back to them; keep clients up to date on what is going on with their matter. Don’t wait for them to contact you for an update. Be proactive. Again, even if it’s just to tell them that there is nothing new. Finally, sometimes you need to bite the bullet and be available at non-standard business hours: holidays; early morning (for clients outside your geographic location); weekends; nights; and other odd times. That’s just the nature of the beast.
4. Learn what matters to them. Smart in-house lawyers spend time learning what motivates their key clients. Do they have sales goals they need to meet each quarter? Are they trying to minimize risk of a data breach? Do they need to find a way to get dozens of smaller contracts signed efficiently? Whatever it might be, you cannot help your clients unless you learn what matters to them. The easiest way to do this is to simply ask them. Everyone appreciates being asked about what they need to be successful. This can be at a meeting, lunch, or even just over some coffee. Another good way to get feedback about what’s important is through a client survey. It’s easy to put one together and distribute to as many employees of the company as you want. While the feedback is more general than a one-on-one conversation, you still learn a lot about what’s important to the business and, more importantly, how you and the Legal Department can help and improve the delivery of legal services. Just like the business, customers of the Legal Department and its lawyers need to see a willingness to constantly improve and evolve.
5. Let them help. There is an old proverb that says if you give someone a fish they will eat for a day. If you teach them how to fish, they will eat for a lifetime. There is little you can do to reduce your in-house work load more than by “teaching” the business how to help you help them. Everyone likes to “help.” When I was a kid I enjoyed helping my Dad “fix things” even if my only job was to hand him the tools. I didn’t do much of the heavy lifting but I contributed and even if all I did was save my Dad a few minutes of work that he didn’t have to do himself that’s all that matters. The same principle applies in-house. We have all experienced the business colleague who drafts her own contracts (typically downloading something from the Internet) and claiming that she’s saved you a ton of time by doing so. Usually, it doesn’t and the contract they downloaded is bad for a myriad of reasons. That said, you can take advantage of the fact that they are interested in helping and doing some – or a lot – of the leg-work themselves. Instead of getting mad or frustrated, use this as an opportunity to teach them how to be a “good helper.” It might be you need to prepare a contract playbook that sets out what the provisions of your standard contact mean, along with acceptable and “no-go” alternatives. Then let them use the approved materials to help get you the first draft of a usable contract. Alternatively, it might be that you give them a list of things they need to gather and present before you can start working on their matter (including the need to get someone higher in their organization to sign off on using legal services for the project). Regardless of “whatever” or “however,” if you can turn business people into a kind of a “deputized” group of honorary paralegals, you can save yourself a ton of time and get them more invested in the legal process along with being grateful that you want them to help.
6. Make them look good. I was fortunate to have many teachers coming up through my in-house career, including people who worked for me. One of those teachers was one of the best corporate lawyers I ever met and who gave me a piece of advice I tried to use every day: always work to make the client look good. As an in-house lawyer your job is to do more than just give good legal advice, you need to be a counselor with respect to many different things, including how the client can best succeed with their deal, presentation, solution, strategy, or whatever they are seeking to accomplish. This means helping them with the basics like spelling and grammar and how to organize thoughts and present conclusions and options. Show them how to read their audience and how to package their ideas in a way that will not only have the best chance to gain approval but also protect them from tanking their careers because they just didn’t understand how the politics work or the difference between a highly polished presentation vs. something that appears half-baked and thrown together at the last minute. Offer to be a sounding board for anything or to sit through a mock presentation and Q&A session with them. Teach them what you know about how things “really work” at the company. All in all, think about the non-legal things you can do to help your clients succeed and look good doing it. They will remember what you did and they will be very appreciative. This doesn’t mean do their work for them (and this can be a tough line to walk sometimes). It means finding a way to partner with your business client and help them understand that you are a resource and someone they can count on to help them succeed.
7. Be humble. As a lawyer, you are used to being one of the smartest people in the room. You are also used to a certain amount of respect for the opinions of lawyers or the legal department, e.g., “Legal said we need to do this, so let’s get it done.” If so, congratulations! You are in a much better spot than if the business views you as a deal killer or obstacle to overcome. There are a number of ways to attain this respect. The easiest way to do it is by being humble. While your business colleagues will follow the advice and demands of a giant butt-head, they will generally be loathed to work with you or include you voluntarily in what their doing. This can lead to bad things for the company, i.e., boxing the lawyers out usually means that opportunities to avoid problems for the business get missed. On the other hand, if you are someone who answers their questions with a smile, positions legal advice not as an edict from on high but rather as partnering with the business to achieve a common goal, then you have the makings of a great relationship. A relationship where the legal team is a highly-valued and sought after resource. While sometimes being so in demand can be a pain, it is far better than the alternative. All it takes it a little humility and the ability to shrug things off that, in the end, really don’t matter. Though your client may not be the sharpest crayon in the 64 pack, they don’t need to know that’s how you feel and they certainly don’t need to feel like they are imposing on you when they come to you for help. Keep the grimaces and exasperated sighs to yourself. You’re from the Legal Department and you there to help.
8. Include them in department activities. Everyone likes to be included. Next time you are doing a Legal Department lunch or off-site activity, think about inviting a few of your key business clients to join. Not only do they get the chance to see the department in a different light, they get the chance to meet more of the team which is usually a good thing in terms of how they think about the company’s lawyers and, more importantly, how they speak about the company’s lawyers to others in the business. Good word of mouth goes a long way. If you are planning a Legal Department off-site, invite members of the business to attend as well, not only to present on their part of the business but to join in any of the fun activities and team building exercises. Finally, don’t forget good old-fashion one-on-one meetings (especially if you are traveling to other office locations other than where you typically sit). This can mean lunches, breakfast, coffee, or whatever. And don’t always go into these types of meetings with any particular agenda. Sometimes, it’s just about getting to know your clients on a personal level and the same for them about you. Once you break bread with someone, your relationship is never the same, i.e., it’s better. And even if for the most part it’s conducted by email, having a face to put on the person behind the email changes everything for the good.
9. Spot problems/opportunities. As you get to know your clients and what’s important to them and the business, you can really up your game by being someone who is constantly on the lookout for problems or opportunities and bringing them to the attention of the business – even if they are not “legal issues.” You don’t want to be Chicken Little here as not everything is something worthy of attention. Pick your spots and your issues. But, if you see something that could cause problems for the business generally or for a particular line of business, deal, contract, or the like, speak up. For example, you see that one of the company’s key competitors has entered a new geographic market. That’s worth bringing to someone’s attention. Likewise, if you become aware of a small company with a killer product that would fit into your company’s business, figure out who to talk to about it. It may be an opportunity that no one has focused on yet. The key is to be more than just someone answering legal questions. You are part of the team and you are on the lookout for things that can hurt or help the business and passing them on to the right people.
10. Do something special every once in a while. This is probably the easiest one on the list because it usually involves just some extra consideration and imagination. Everyone appreciates being recognized for their contributions. At its simplest this means just saying “thank you” to someone who has helped the Legal Department or just been a good client (i.e., easy to work with, prepared, hard-working). Second, is to make sure that person’s boss knows that they did a good job on something and the Legal Department appreciates their contributions to whatever. Now you have both the client and their boss pleased. Third, be creative. We created honorary “law degrees” that we framed and handed out to clients who really went above and beyond to help Legal. While it seems a little dorky, just about everyone hung their “degree” on the wall in their office or cubicle as a source of pride. We also created a “friend of legal” award which was simply recognition that someone was very helpful along with a certificate that moved them to the front of the line if they ever had an issue they needed help with from Legal, i.e., if they presented that certificate to me, their problem, contract, questions, whatever, got moved to the top of the pile no matter how busy we were in the department. These were huge hits with the business even if they rarely used them. Just knowing they were “special” generated a lot of goodwill and good feelings toward the in-house legal team.
While in-house lawyers do not have to drum up business like outside counsel does, there is a real need to keep client satisfaction high. As a service organization and a cost center, it is important that the Legal Department be and remain highly regarded by its business clients. There will be times when you need to bite your tongue, along with times when you just cannot believe how sloppy, careless, or even stupid your business clients acted. But, if they didn’t do those things, there would not be much of a need for in-house counsel. View it as part of your job security and as an opportunity to help and teach the business. With just a little effort on your part, you can ensure that your internal clients think the world of you and the Legal Department as a whole. That means a lot when budget season rolls around or when dark times hit, as they do in every company and every Legal Department.
May 31, 2017
Ten Things You Need to Know as In-House Counsel: Practical Advice and Successful Strategies is now available for sale. Described by the American Bar Association as “The one book all in-house counsel need to own!” Click here for details on how to order. Perfect for your library, or as a gift to clients or members of the legal department (or your next legal offsite).
(If you find this blog useful, please click “follow” in the top right and you will get all new editions emailed to you directly. “Ten Things” is not legal advice or legal opinion and represents no one’s views but my own. It is intended to provide practical tips and references to the busy in-house practitioner and other readers. If you have questions or comments, please contact me at either firstname.lastname@example.org or email@example.com).
My first book, “The Evolution of Professional Football,” is available for sale on Amazon and at www.SterlingMillerBooks.com.