Author: Sterling Miller

Almost 25 years of in-house legal experience as General Counsel, Corporate Secretary, and Chief Compliance officer of Marketo, Inc., Sabre Corporation (NASDAQ: SABR) & Travelocity.com. Prior to going in-house, I was an associate at a large St. Louis-based law firm. I serve on several advisory boards and board of directors, have written several books, and consult with corporations and law firms. I am currently CEO and Senior Counsel for Hilgers Graben PLLC (Dallas office). I am available to in-house lawyers and corporate legal departments for CLEs, coaching, consulting, and speaking engagements.

Ten Things: Becoming the Company Watchdog (Spotting and Dealing with Corporate Badness)

I assume most of you have been following the spectacular collapse of FTX, the cryptocurrency exchange that was once worth $34 billion and is now worth less than the coins in the cushions of your couch, with theft, fraud, and a host of other felonies thrown in for good measure.  If you’re like me, you probably had this reaction: “What the f**k happened here?!”  If you are a regulator or law enforcement, you might also be thinking (among many other things): “Where were the lawyers, and what did they do to stop this?”  Sadly, these are now common questions as expectations regarding the responsibilities of in-house counsel to spot and stop corporate malfeasance have changed dramatically over the past two decades.  These expectations (and new laws) are driving more in-house counsel to look for ways to beef up their role as the “watchdogs” of the company, on the prowl for trouble and wrongdoing – and one clear way to show the value of the legal function.  It’s not an easy task, however.  It’s can be fraught with risk and conflicting loyalties.  And it often seems like the in-house lawyers are bringing a water gun to a knife fight, i.e., they need more help.  Warren Zevon said it best way back in 1978:

“Send lawyers, guns, and money.  The shit has hit the fan!”

(Lawyers, Guns, and Money)

The problem for lawyers is that guns and money may not be enough (though they certainly help, especially the money bit).  They need a plan and a process for how best to identify problems and what to do if they uncover (or suspect they have uncovered) serious wrongdoing.  This edition of “Ten Things” walks you through a plan for doing just that:

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Ten Things: Business Skills All In-House Lawyers Should Master

In my newest book, Showing the Value of the Legal Department, I include a section on the evolution of the role of in-house counsel.  I walk through the “dark ages” (lawyers in the basement alone and ignored) all the way to the current phase of “leaders/strategic thinkers” (using our lawyer superpowers to become valued partners to the business).   As I see it, the part of the role that has changed the most over the course of this evolution is the need for in-house lawyers to bring more to the table than just good legal skills.  Those are just your ticket to get into the circus.  To be successful, to be viewed as a partner to the business, and to get your seat at the big kids’ table with the filet mignon, you must also possess a set of key business skills.  How do I know this?  Well, I fumbled and bumbled my way through the process the hard way, i.e., I had to figure it out mostly on my own (but certainly – and thankfully – with the help of some key mentors along the way).  But I did figure it out and had a seat at the table as general counsel three times where I learned that the business had its own language (numbers) and way of doing things (business school) that were foreign to me given my legal background.  After thinking about it a bit, I realized that almost everyone at the table had a background in certain business skills that I did not possess.  Moreover, while everyone was more than happy to explain things if you asked; if you didn’t ask, they just assumed you were playing the same game they were playing, and it was on you to keep up with the class.  And, of course, like most lawyers, I was too proud to just up and announce that I had no clue about half the shit they were talking about.  Fortunately, I was smart enough to know I had to level up or I was soon destined for the little kids’ table and a nice Happy Meal of chicken nuggets.  So, level up I did.  And over the course of eight years of writing this blog, I have mentioned a wide assortment of business skills you need to succeed in the role.  But what I have not done is list all those skills in one post.  This edition of “Ten Things” corrects that oversight and sets out the ten essential business skills you must master to succeed as an in-house counsel.  And thanks to Marco Bijl, Head of Legal at Philips, for the idea:

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Ten Things: The Art of Delivering Bad News

Most days being an in-house lawyer is a pretty good gig.  It has certainly gotten more demanding over the last ten years or so, but there have been corresponding gains in both compensation and prestige.  Those do not always offset the increase in expectations, but they are pretty nice!  When things are good and the relationship with the business is productive, your days are busy but manageable.  And when you get to deliver good news to the business, things can really take a positive turn.  Everyone likes to give and get good news.  Unfortunately, unless you work in a very magical, wonderful place, not all the news in-house counsel must deliver is good.  While hopefully infrequent, there comes a time when all in-house counsel must deliver bad news.  And, depending on the content and context, this can be both a painful and scary proposition.  Believe it or not, there is an art to delivering bad news.  For some, it’s instinctive.  For others (yours truly included) it must be learned.  This edition of “Ten Things” will walk you through the art of delivering bad news:

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Ten Things: “Cool Tech” for In-House Counsel (2022 Edition)

Well, it’s August and that means lots of things.  If you live in Texas, it means you are seriously regretting your decision to move here because it is just stupid hot and humid.  Apparently, housing lots in Hell are sold out as Texans look to move someplace cooler.  August also means it is time for my annual “Cool Tech” blog – one of my favorites.  Somehow, this is the eighth year in a row where I will share technology and tech-related ideas that can make life easier (or a smidge better) for in-house counsel.  If you want to check out past editions of my “Cool Tech” blog, here you go:

There is a lot of great technology discussed in these past editions and they are worth reading to find a gem or two that works best for you.

You probably know that I am a bit of a technology geek.  Not that I have any special powers (I am as afraid of screwing something up as you are), but rather because I wholeheartedly believe that technology can make an in-house lawyer’s job easier, improve the capabilities of the legal department, and help show the value generated by the legal team.  In my “Cool Tech” posts, I generally try to discuss technology that is free (or very low cost) and adds immediate value.   While I think e-billing systems, matter management systems, document management systems, electronic signatures, and so forth, are table stakes for legal departments today, that is not my focus here.  If you do want to read about this type of big tech (and all in-house lawyers should), I suggest you check out this really cool fairly new site, LawNext.  LawNext is a comprehensive directory of legal technology products and buyer’s resources.[1]  I also recommend the CCBJ 2022 Directory of Leading Legal Technology and Project Management Solutions available here.  But, with one exception, we’ll stay small and focused, i.e., technology you can buy and start using today, much of which is free.  As always, I received nothing for recommending this technology to you.  I just think in-house lawyers will find the technology useful.  But, enough yapping, let’s get to the fun stuff.  Here is my Cool Tech for In-House Lawyers 2022 Edition:

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Ten Things: When to Send Work to Outside Counsel (and When to Bring it In-House)

As a longtime in-house counsel, I constantly debated when to send work to outside counsel and when to keep it (or bring it back in).  It was a surprisingly difficult task.   As an outside lawyer, my hope now is that my clients will want to send more work to me and the firm (hint!).  But my in-house lawyer DNA tells me that most general counsel are trying to find ways to keep more work with the legal department.  And the data backs me up here.  Around 40% of US-based legal departments moved work from outside counsel back in-house.  That is an incredible statistic as it means that not only are in-house departments keeping work, but they are more frequently taking it back from their outside lawyers.  While this change in direction may be primarily driven by budget forces, there are other factors at play.  This brings me to today’s edition of “Ten Things,” i.e., what factors should you look at when deciding when to send work to outside counsel and, more interestingly, when to bring it back:

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Ten Things: In-House Lawyers and Imposter Syndrome

A while back, I wrote about how in-house lawyers can reduce stress in an otherwise pretty stressful job.  I picked the topic because it was an issue that had come up several times when speaking with in-house lawyers.  I am going to continue that trend and take up another topic that comes up frequently.  The topic is “imposter syndrome.”  I can imagine that a lot of you reading this instantly took note and said, “I know exactly what he means!”  Others may be thinking that I am going to discuss all those cool fake masks in the Mission: Impossible movies.  Regardless of which side of the line you fall, it is an important topic and one worth discussing because, as you will see, almost everyone deals with it at some point in their career.  I certainly did.  The important thing, in my opinion, is recognizing what’s going on when it hits and knowing how to escape its clutches.  This edition of “Ten Things” does just that, i.e., what is it and how do you move past it:

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Ten Things: Ten Things You Can Do in Ten Minutes (a Productivity Hack for In-House Lawyers)

I had a great time at the global CLOC meeting a couple of weeks ago in Las Vegas.  It was an impressive event.  Huge thanks to the good folks at CLM leader SpotDraft for inviting me to speak on their panel and for making 50(!) copies of my new Showing the Value of the Legal Department book available for free.  I enjoyed the two book signings we did, and I especially enjoyed meeting so many of the CLOC attendees.  I can highly recommend SpotDraft, CLOC, and the global conference for all in-house lawyers.

One question I got a lot from people I met there was “How are you able to get so much done?”  And, as usual, when someone asks me a question, I ponder it and try to answer right away (e.g., being married to the awesome “Mrs. Ten Things” helps a lot when it comes to my getting things done).  I also let questions cook inside my brain for a bit because I know there is usually more to the answer I just gave.  Sure enough, I have been thinking about it a lot over the past two weeks.  And as I sit here on AA Flight 1626 at 30,000 feet, I settled on one skill in particular that I think is truly helpful to me in terms of being able to crank out blogs, books, work, or whatever the case may be; I am really good at making use of small increments of time.  For example, if I have ten minutes before my next work call or meeting starts, I try to find something productive I can accomplish in those ten minutes, i.e., I don’t worry about the hours when there are minutes to be picked up!  As I look back on my time in-house (and now as CEO and Senior Counsel of Hilgers Graben), I see that there are lots of things that I consistently do in ten minutes that add up to a lot of progress (in Latin this is known as “getting shit done”).  Finding ways to productively use small windows of time can be incredibly valuable to you, the department, and the company.  This edition of “Ten Things” shares my list of top things in-house lawyers can get done in ten minutes:

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How to be a Practical In-House Lawyer

Lawyers, including in-house lawyers, have a well-deserved reputation for over-complicating things.  Don’t worry, this isn’t a sermon.  I am standing in the dock next to you, guilty as hell!  Still, I have spent time over the course of a long career in the law trying to figure out why this is.  Why is it that lawyers make things so hard on themselves and their clients?  I think it comes down to this: lawyers hate to be wrong. No, they fear being wrong, coupled with a belief that if you throw enough time, money, and words at a legal problem you can get to the answer or solve the problem.  This explains why lawyers write in a way that no mere mortal understands.  We have developed an uber-complex grammar structure that mystifies all but those foolhardy enough to plunge into the ocean of words, clauses, commas, “notwithstandings,” triple negatives, subparts, subparts to the subparts, and so on that make up modern-day contracts.  Or why our litigation process (in the US) is now largely an exercise in trying to get documents from the other side and prevent the other side from getting your documents and working overtime to get the court to sanction the other side for not giving you documents or for trying to unfairly get your documents, or… well, you get the point.

If you spend any time thinking about it, you begin to see why business leaders appreciate practical lawyers – lawyers who can get things done quickly and who can communicate in ways the business can understand.  The issue for in-house lawyers is that both demands tend to cut against all of our training and instincts, i.e., it’s hard!  Building “Rube Goldberg” machines is in our DNA.  Fortunately, it is possible to learn to be practical.  And, while not a hard and fast rule, my experience is that in-house lawyers who are practical in their approach and advice tend to thrive at companies and become sought-after partners to the business.  Those who are not, tend to be treated like lepers – feared and shunned.[1]  This edition of “Ten Things” brings the cure and discusses how to be a practical in-house lawyer:

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Ten Things: An Index to All the Posts (November 2014 – February 2022)

Howdy, everyone!  Greetings again from Texas.  It’s been a while since I last did an index to all of the posts in the “Ten Things” blog.  Since the last one (July 2020), we’ve added over 1,300 new subscribers and we are now over 5,400!   And we are well into year eight of the blog.  All of which just absolutely, positively blows my mind.  A huge “thank you” to all the loyal readers out there, especially to those who pass along the blogs to friends, colleagues, and on LinkedIn.  That said, I know it can be a pain in the ass to wade through all of the blogs and try to find what you’re looking for.  So, for all of you new kids and for you crusty veterans, this index post is long overdue.  I may get around to putting an index on the site, but if you saw my desk, you’d realize just how much of a pipe dream that is.  I do have a new blog ready to go, but have decided to publish it next month and we’ll put the “act” back into “practical” (man, that sounded way better in my head).

This edition of “Ten Things” sets out – in chronological order – all of the “Ten Things You Need to Know as In-House Counsel” blogs, from the November 2014 introduction to last month’s post on building your executive presence in-house.  It was fun for me to look back through these.  I found a few surprises that made me go “when did I write that?” and “why do I have so much free time?”  The first ones are a little rough, but I got better – I think.  You be the judge:

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Ten Things: Building Your Executive Presence In-House

When it comes to “executive presence,” I now have the benefit of being older with more than a few gray hairs.  As a result, a lot of people (my wife, daughters, and assorted dogs and cats excluded) tend to pay attention to what I say and even seek out my advice.  But, it wasn’t always this way.  I was a young, clueless in-house lawyer once.  I was also self-aware enough to know it.  And I knew that at some point in every in-house lawyer’s career, to move up the chain (or show your value), you need to find a way to project executive presence without the help of Father Time.  I suspect many in-house lawyers hear this at review time, i.e., “To progress here you need to improve your executive presence” or something along those lines.  Unfortunately, that’s usually about the extent of discussion – it was for me.  Just some amorphous criticism without clear guidance about what exactly you’re supposed to do next to bag this elusive unicorn.[1]  Sadly, there is no class in law school on the topic and you cannot order executive presence from Amazon (at least not in the USA).  Instead, it all becomes a weirdly frustrating process of searching for something where you often have no idea where to look or what it looks like.  Like searching for truffles in Nebraska.  Ironically, you can often look around you and see people that “have it,” i.e., they seem naturally gifted with executive presence – you know it when you see it!  But that does most of us little good.  The good news is that it is a skill (or, rather, a set of skills) that can be learned and honed over time.  This edition of “Ten Things” provides you with a road map to develop the key skills necessary to build your executive presence:

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