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: Ransomware – What In-House Counsel Need to Know

Back in January, I gave my list of essential issues for in-house counsel to pay attention to in 2021.  One of the items I listed was “phishing.”  Unfortunately, I was right to highlight it.  Phishing has been a hot topic in 2021.  More alarming, however, is that phishing’s good buddy ransomware has become an even bigger issue for in-house lawyers.  In the first half of 2021, ransomware attacks are up over 148% (with more attacks than the last ten years combined!).  The average ransom is now $200,000-$300,000 (with demands now exceeding $10,000,000.00) and businesses are down an average of 21 days whether they pay the ransom or not!  I don’t know about you, but being down for three weeks and getting stuck with a $300,000 bill to access my data would be a real problem for most companies.  To make matters worse, bad actors are getting more and more sophisticated, looking for new ways to gain access to corporate information systems.  The good news is that there are things you can do now as in-house counsel to help your company prepare for and limit, or even prevent, a ransomware attack.  Proactive in-house counsel is valuable in-house counsel, so taking steps now is an excellent way to demonstrate the value of the legal department.  This edition of “Ten Things” walks you through some of the steps you can take to mitigate the damage of a ransomware attack:

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Ten Things: Managing Litigation – a Primer for In-House Counsel

As you know, I enjoy getting suggestions for blog topics from you – the readers of the “Ten Things” blog.  A few weeks ago I received a note from the general counsel of a small legal department at a relatively new company that was involved in its first material piece of litigation. Yuck.  She was a bit lost on how to manage it all and asked if I had any pointers.  I did.  As someone whose career started as a litigator and who came to the general counsel role through the litigation side (rare), I managed a lot of litigation and I understand how risky, painful and frustrating litigation can be for in-house lawyers.  Additionally, if you are not someone who spends a lot of time with litigation, it can be a bear to manage and keep from becoming a runaway time-suck and money pit.  I have written about what to do when you first receive a lawsuit, how to explain litigation to the business, and in-house counsel’s role during trial, but I have overlooked a truly important task, i.e., how to manage litigation.  This edition of “Ten Things” looks to remedy that oversight.  While this post is aimed at those who rarely deal with litigation, I think several of the points will resonate with crusty veterans as well:

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Ten Things: Taking Advantage of Opportunities to Build Your In-House Career

Last month, my good friend, Jane McBride, and I presented a CLE to the Texas Bar in-house counsel section on how to “take advantage of opportunity.”  I, of course, had my list of ten things and Jane (as an in-house lawyer and ace career coach) brought her usual great ideas to the table as well.  The mixture of our ideas was a killer combination and made for an excellent presentation.  But, in the back of my mind, I kept coming back to my original list of ten and thinking that list would make a good “Ten Things” blog.  Not because there was anything wrong with the combined list, but because my original ten told the story of how I was able to advance my career as an in-house lawyer –  from that first day on the job at American Airlines to my last day as general counsel of Marketo (my third time in the general counsel chair).  My own personal experience is generally what I like to share with you in this blog.  While this post is aimed at those new to or a few years into the in-house counsel life, I think most of the lessons below apply to pretty much anyone at any point in their in-house career.  So, let’s get started.  This edition of “Ten Things” discusses how in-house lawyers can best take advantage of opportunities to advance their career:

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Ten Things: Cool Tech for In-House Counsel (2021 Edition)

It’s August and that means three things: it’s very hot here in Texas, the Nebraska Cornhuskers have already lost a football game, and it’s time for my annual “Cool Tech” for in-house counsel blog post.  As you can imagine, I am pretty excited about the last one.  Not so much the first two. Regardless, this is the seventh year in a row where I will be sharing technology and tech-related ideas that can make life easier for in-house counsel (well, at least better).  If you want to check out past editions (and I hope you do), you can find them here:

If you have followed this blog and my posts on LinkedIn, then you already know that I am a big believer in the power of technology to improve the capabilities of the legal department and, more importantly, help show the value generated by the legal team.  That said, for my annual Cool Tech edition I generally try to discuss technology that is free (or very low cost) and adds immediate value.  So, if you are looking for an evaluation of e-billing systems, matter management systems, document management systems, electronic signatures, and so forth, you’re at the wrong movie.  If you do want to read about this type of “big tech’ (and all in-house lawyers should), I suggest the annual LawGeex 2021 contract technology buyer’s guide or Deloitte’s technology in the legal department guide.[1] Packed with great information, they are both free!  But, for today’s purposes, we’ll stay small and focused, i.e., technology you can buy and start using today, some of which is free.  As usual, I received nothing for recommending this technology to you.  I just think in-house lawyers will find the technology useful.  I also realized as I was writing this that because I am spending so much time working from home (thanks Delta variant), a lot of my suggestions work especially well for your home office.  And with that, let’s dig into Cool Tech for In-House Lawyers 2021 Edition:

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Ten Things: A “New to the Job” In-House Counsel Reading List

As you know, I love to get emails and LinkedIn messages from “Ten Things” readers.  In particular, when they have ideas for blog topics! Not too long ago, I received a request from someone who was about to take her first general counsel position.  She asked me for a list of things she should read when she started her new job (she was moving from a law firm and had never been an in-house lawyer before).   Of course, I was happy to oblige.  I sent her my list of reading materials along with some other suggestions, but it got me thinking.  I have written blogs on things in-house lawyers should read every day and on my list of “non-legal” books all in-house lawyers should read, but I have not tackled the list of things in-house lawyers should read when starting a new job.  I did a little digging and I see that there are some great materials on what new general counsel should read, there is nothing out there for the non-general counsel (or at least I couldn’t find it).  Still, whether you a brand new to the in-house life, new to a particular in-house job, or a crusty in-house old-timer like me, I think you’ll find something good on the list below, maybe even something you had not thought about as being important.  This edition of “Ten Things” sets out my new to the job in-house counsel reading list:

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Ten Things: Making Contracts Easier to Sign

I have been drafting contracts for a long time and I have written about them a lot in this blog, including posts on boilerplate clauses, how to create a contract playbook, and how to read a contract.  Looking back, I see that I have never shared my three core goals of contract drafting: 1) clarity (anyone can understand the deal); 2) get what you need vs. what you want (there is a big difference), and; 3) “quick” signatures (i.e., a short time frame from the start of the process to signature).  As in-house lawyers (or any type of lawyer for that matter), we often seem to do everything in our power to undermine these goals, primarily by producing or enabling, clunky, unbalanced, unreadable, overly-long documents that end up awash in redlines from the other side.  This, in turn, frustrates the business (along with the lawyers).  And it takes forever to get to signature, so everyone involved in the process is miserable longer.  That said, I understand that sometimes it cannot be helped.  Despite our best intentions, we may be dealing with a true Luddite on the other side of the table and they simply refuse to work the contracting process in a way that makes it easier for both sides, i.e., finding security in standing firm on Latin phrases, redundant wording, and complex sentences that require a residency at Bletchley Park to decipher.

Still, we can and should do better by the business with contracts.  If you agree with me that the highest and best value the legal department can provide is getting good contracts done faster, then in-house lawyers are likely not devoting enough time to making their contracts easier to sign.  Below are some things I have used over the years to try to correct this problem.  These are generally not for boilerplate terms used in consumer-facing user agreements on your company’s website or for simple SaaS contracts where a software provider requires that everyone sign-up for the same thing.  Rather, these tips are for business-to-business deals, where there will be lawyers representing both parties. This edition of “Ten Things” shares my ideas for making contracts easier to sign:

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Ten Things: How In-House Lawyers Can Reduce Stress (in an Overly Stressful Job)

Throughout my legal career, I have been pretty fortunate when it comes to good health, both physically and mentally.  I have a knack for managing deadlines and have always been able to crank out work pretty much as needed.  Still, like everyone, there are times when I feel overwhelmed by the weight of what is on my plate. And, the higher up you are on the food chain, the more pressing the weight becomes as more and more people rely on you to come through (e.g., your team, fellow employees/clients, senior management, the board of directors, shareholders).  It can be a lot of pressure, which is just another word for stress.  For me, stress usually manifested itself in clenching my jaw (which required that I wear a splint) or migraine headaches.  The latter I can say without hesitation truly suck.  I know I am not alone, especially in the legal profession, as lawyers typically are more susceptible to stress and depression than most any other field.  The work and deadlines take their toll not only on the lawyer, but on their family as well.

Why am I focusing on all of this unpleasantness you ask?  Because I just realized that May is now mental health month.  And while Hallmark has not taken over the festivities (yet), it is an excellent time to take stock of our own mental health and, for in-house lawyers, that of the legal department as a whole.  Over the years, I have learned some things about preserving my mental health in an incredibly stressful job.  Most of the time I just sucked it up and kept any issues to myself, I realize now that that is exactly the wrong type of behavior.  I am not a doctor, nor do I play one on TV.  But, this edition of “Ten Things” discusses some ways in-house lawyers can reduce stress with things I have done and still do, as well as things I wish I had done (or done more of). I’ll try not to get preachy, and I hope there are a few things here that will help you deal with the massive amount of crap that comes over the transom every day in the in-house world; a world where there is never enough money, time, or manpower to do the job:

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Ten Things: Legal Departments and the Value of Huddle Meetings

I’ll start this post by saying it is both awesome and (somewhat) dispiriting to have to follow the last “Ten Things” blog post, i.e., Talia Jarvis’ guest post on what you need to know as a woman in-house lawyer.  I feel like the Rolling Stones agreeing to follow James Brown at the 1964 T.A.M.I. awards.  If you don’t know what happened, let’s just say Mr. Brown blew the Stones off the stage with his act. [1]  So, here I am trying to follow her fantastic post – and what have I got for you?  Umm, let’s talk about meetings! Yay! Yeah, I know. Definitely feels like a B-side. Damn.  I never imagined it would suck to be Mick Jagger.

One thing I have written a lot about is all of the meetings that in-house lawyers attend. Sometimes, I think I spent at least half of my in-house career in meetings.  Having sat in meetings, run meetings, avoided meetings, been bored to death in meetings, tried to crawl out the door at meetings, I feel I have a pretty good perspective on the issue.  In past editions of “Ten Things,” I have written about how to hold more effective staff meetings, hosting offsite meetings, 1:1 meetings, and even how to escape meeting hell (a favorite pastime of mine). Today I want to talk about rethinking the base-type of meetings in-house legal departments hold.  In particular, moving away from long-drawn-out staff meetings and department meetings to something significantly shorter.  There will always be a place for those longer meetings, but something I have become very partial to is the “huddle” (also called a “stand-up” or a “scrum”) meeting.  There is a lot of value you can derive from a huddle meeting, for yourself, for the department, and for the company.  What’s a huddle meeting you ask?  Well, you’re in luck.  This edition of “Ten Things” discusses what you need to know about huddles and how they can benefit you and your legal department:

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Ten Things: What You Need to Know as a Woman In-House Lawyer

In seven years of writing this blog, I have turned down all offers of a guest post.  Nothing personal, I have always wanted “Ten Things” to just be my thoughts.  Today, I make an exception.  Why?  Because I think this is an incredibly important topic – one I have wanted to write about but knew I could never pull off.  At its core, blog writing has to ring true and be based on experience or expertise to provide value.  As a middle-aged, white guy, who grew up in Nebraska, I cannot write effectively about this topic.  But my guest writer can.  In fact, she writes the hell out of it.  Still, I can say that I have seen firsthand much of what she sets out and 100% endorse what she is talking about.  So, pay attention.  If you are a woman, take these points to heart.  If you are a man, do the same – maybe more so.  It truly matters.

I have been fortunate enough to work for and with many great female executives, especially lawyers.  I not only admire them for their brains, insights, and work ethic, but for their ability to find a way through the many obstacles that stand in their way, from outright misogyny to dealing with the disproportionate share of child care.   My oldest daughter will start graduate school in the fall and my youngest daughter is at the University of Texas Law School, and I want both to have every opportunity to succeed in the business world on their merits.  I hope they both turn out a lot like Talia whom I have known for a while now and already believe has more insight, ability, and talent than I had when I first became general counsel.  I know you will agree and I hope that you will share this post with everyone you know.

I am excited and pleased that this edition of “Ten Things” discusses what you need to know as a woman in-house lawyer. 

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Ten Things: Getting Performance Reviews Right

Last year, I wrote about how to get the most out of regular 1:1 meetings; from the viewpoint of the manager and from that of the employee.  Those two posts turned out to be really popular.  I wasn’t surprised by that because I know (from experience) how often those meetings sucked. Not on purpose, but because neither I nor the other person – regardless of which chair I had at the time – really knew what we were supposed to be doing. Fortunately, I figured it out for the most part and was happy to share what I knew in those two posts.  So, let’s now turn our attention to another chronically sucky legal department process, the yearly performance review.  I hear you out there, “Wow, jackass. This would have been great information… last November when we were scheduling reviews!”  True.  It probably would have been.  But, allow me to retort. I say, and as you will see below, that now (March) is the time to start thinking about and preparing for performance reviews.  Actually, you should have started in January.  You’re already behind.  So, there. But, before you riot, unsubscribe, or start driving slowly by my house at night – like those jack-booted goons from the ABA’s publishing division making sure I am busy writing that book[1] – let me explain myself.  Performance reviews are a critical tool in the hands of every manager.  They are even more important in the current forced-remoteness of COVID-19.  Getting them right takes a lot of effort and thoughtful consideration and you cannot wait until the last minute to get started. This edition of “Ten Things” walks you through what you need to do and think about to create truly valuable and useful performance reviews:              (more…)