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.
Hello everyone and hello 2022! If you are a long-time reader of the blog, you know that I like to start off January with a list of issues I believe in-house lawyers should pay attention to over the coming year. This is something I did every year as general counsel at several different companies. Basically, I kept tabs on developments, trends, issues (or whatever) that I thought would have the most impact on the legal department over the next 12 months or so. I did this by speaking with in-house lawyers and outside counsel, reading newspapers, blogs, reports, attending conferences, sitting in on meetings within the business, asking business leaders at the company, asking my team what they were seeing, and just generally paying attention to what was going on around me. Once I spotted a potential issue, I looked at it and asked one simple question: How might this affect the company and the legal department? Answering this question meant I had to understand the company’s goals and strategy so I could spot and manage risks (and hone my ability to be a more strategic partner to the business). Of course, it helps to be naturally curious about what is going on around you and be thirsty for information. Information is gold to in-house lawyers (see my post Ten Things In-House Lawyers Should Read Every Day). From there, I made a list of issues and worked them into the goals and activities of the legal department.
In my new book, Showing the Value of the Legal Department, I set out a checklist to help in-house lawyers quickly analyze potential risks (risks being potentially both negative and positive, e.g., taking risks can lead to positive results). Here is a version of that checklist, and it’s a helpful filter when you look at things coming across your desk day in and day out:
Is this a risk that can create or destroy value?
Could this be a game-changer and how so?
Is this something a regulator might care about/criminal?
Could this make customers or vendors happy or upset/litigation?
If it becomes public or goes “badly,” will it damage our reputation?
Is this covered by a specific law or regulations/does it comply? What’s the downside?
What will our competitors do? How should we respond?
Have others had problems or success with this before/lessons already learned?
Could this hurt someone (e.g., physical, safety, environmental mishap, reputation)?
Is this an opportunity for the company and, if so, who needs to know?
It’s not perfect, but it works. You are welcome to use it, create something similar, or laugh at it. Your call. All I know is that it helped me quickly sort through what mattered and what did not. I still use it. But enough background. Time to get on with the show and another year of Ten Things You Need to Know as In-House Counsel (pause for very mild applause…). Here is my list of critical issues in-house lawyers should pay attention to and plan against for 2022:
Well, here we are at the end of another year. I hope all of you are having a wonderful holiday season. As usual, I like to take a few minutes every December to reflect back on the year and take stock of where we are with the “Ten Things” blog. It’s been a busy year for me, but I have enjoyed every minute of it. I have published my fifth book, Showing the Value of the Legal Department: More Than Just a Cost Center, I have been a guest on several podcasts (thanks!), I have put on a large number of presentations (live and via webinar), and – of course, I keep cranking out the blog. Somehow, we’ve already started “Ten Things” year number eight! As my mom often asks, “How the hell did that happen?” And I am excited for 2022, with plenty of things to write about for at least one more year. That said, I always love getting (and writing about) suggestions from you, so feel free to send them my way.
As usual, we will end the year with what traditionally has been a post about the ten best legal blogs for in-house counsel. I enjoy finding and reading the work of great writers, especially the up-and-coming “next gen.” They have a lot to say and it’s worth reading! Like last year, I am going to shake things up a bit and add non-traditional bloggers, i.e., podcasts and LinkedIn writers to my list. I am also going to (finally) list my “Top Ten All-Time Hall of Fame Legal Blogs,” just to give some love to blogs I am still reading after many years. Sometimes you just have to reward the wonderfulness of sticking around (right, Boomer?)! So, with no further ado, this edition of “Ten Things” sets out my 2021 list of best blogs (and other media) for in-house counsel:
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:
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:
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:
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. 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:
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:
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:
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:
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.  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: