I remember back in law school making fun of our fellow students who had business degrees. We called it the “study of the obvious” and mocked them relentlessly. Of course, I had to run away and hide when they pushed back and asked what my major was – it’s hard to stand tall and claim “political science” as a worthier endeavor. Still, as always, it’s better to be the mocker than the mock-ee! Once I went in-house, however, I began to have a much greater and sincere appreciation for all those business majors. They were paying the bills! They also had a very analytical and numbers-oriented way of looking at things. Something that fit nicely with my approach as a lawyer. Regardless, the first time I heard someone in the business say, “we need to do a SWOT analysis on that,” I thought they were talking about S.W.A.T., a kick-ass police drama from the mid-1970s. Why we needed to do a special weapons and tactics review of a new product launch escaped me, but I was excited to see how they would pull it off. Sadly, no hippies or domestic terrorists needed a beating that warm and muggy afternoon in Texas. Instead, someone started creating a “SWOT” two-by-two box on the whiteboard. Damn (queue-up glorious choir music). I quickly saw the beauty in what they were doing. It was (and is) an elegantly simple way to look at a problem and think through the Strengths, Weaknesses, Opportunities, and Threats – SWOT. I knew immediately that I had to steal this SWOT box thing for the legal department as it could easily apply to many things we were doing there. While some of you likely have experience with SWOT analysis, I am betting that a lot of you have not. It’s a great tool that I used frequently as general counsel, mostly as a way to strategically look at the legal department as a whole and how best to plan to add value to the business. This edition of “Ten Things” takes you through how to use a SWOT analysis to analyze the legal department:
I have been looking back at the last four or five blog posts (e.g., strategic lawyer, showing value, dealing with a pandemic) and see that they are all pretty long. Really, really long. It’s as if someone dug up Grantland Rice, dumped him on the ground, and gave him a laptop. I think we all deserve a break. So, this week I am going to cut things back a bit and write about a question I have gotten from several readers, i.e., “what books do you recommend I read if I want to be a successful in-house lawyer?” I have already written about ten things in-house lawyers should read every day, but I haven’t really taken on the task of recommending books other than sporadically throughout various blog posts (like in my last “Ten Things” post on electronic signatures). I’ll start by telling you that there is a boatload of legal books you can read, including two I have written (with a third on the way in 2021). I’ll also tell you that reading legal-related books is okay but if you’re limiting yourself to that genre, then you are really missing out. Not missing out on legal issues; that’s something you should stay on top of to remain sharp on the law. Rather, you’re missing out on books that can make you a better overall in-house lawyer, i.e., one that acts and thinks strategically and one that becomes a valued advisor and not just a legal order taker – the legal department equivalent of manning the drive-through lane at McDonald’s. And, given most of us are still working from home sitting out the COVID-19 virus, you may have a little more time on your hands to read something other than work emails and law firm client alerts.
I decided to make this easy on myself and I am literally looking around my home office at the books on the shelves, staring at me, quieting murmuring “read me again, dummy.” Which means either I’m am losing my mind sheltering-in-place or my bookcases are haunted. Not sure which is better. Regardless, there are a number of books that have helped me become a better in-house lawyer. I think you would find anyone of them helpful. This edition of “Ten Things” picks out ten non-legal books that all in-house lawyers should read:
[Since the last “Ten Things” post there are now over 4,000 followers of this blog. Thank you!!]
Welcome to day 987 of “Shelter-in-Place.” Brought to you by our good friends at COVID-19 – courtesy of unprepared governments everywhere! Okay, that’s a little snarky and it’s really only day 17 or so for me (but it sure feels like 987 days). Like most of you reading this, I have been working from home, practicing social distancing, binging television shows, and reading a lot. On that last one, more like devouring books and whatever other reading materials I can get my hands on. In fact, I just finished an amazing two-part series by Dan Jones on English kings: “The Plantagenets” and “The Wars of the Roses.” I highly recommend both to the history buffs out there. One thing that stuck in my mind as I was reading these books was the use of seals by kings to “sign” documents (well, parchments actually). For some reason, that got me thinking about how we sign documents today, especially contracts – the lifeblood of any company and the top priority of the in-house legal department. That, in turn, got me thinking about all the different ways I have managed contract signings over the course of my in-house career, including the use of electronic signatures (yes, that is how my mind works). Which made me start to wonder “how in the hell is an electronic signature valid… and have I been screwing this up for years?” Intuitively, I know they are valid but I have to say I never spent a lot of time thinking about “how” or “why.” The current pandemic crisis with its discouraged human interaction are the perfect launching pad for thinking about “signing” documents remotely and e-signatures are the perfect solution for that. This edition of “Ten Things” walks you through what you need to know about electronic signatures:
Greetings from 35,000 feet! Well, at least that is where I was when I started this post. It was not my intention to write about the Coronavirus but – after a vodka soda and a little reflection – my intended topic just didn’t seem as important given the “new normal” of March 2020. I usually try to stay away from topical issues because they grow stale quickly. The only exception I have made to this was when the Safe Harbor program was invalidated. That said, I have written about Crisis Management 101 and What to Do When Bad Things Happen. I was thinking about both of those posts after someone asked me earlier in the day what I would do if I were an in-house lawyer dealing with the virus. I mentioned a few things that came right to mind and then a little later I started jotting a few more down on a napkin (yes, that’s a real thing). Pretty soon, a new “Ten Things” post was born. I’d like to say that, as an experienced general counsel, I would have caught on to the magnitude of the Coronavirus problem way back when and been proactive weeks ago in helping organize a response (both legal and business). But, like many, when I first heard about the virus back in January I kind of shrugged my shoulders and thought “feels like another H1N1-type deal.” I was wrong. Mostly about how people around the world would respond (and it truly feels like we have fallen Through the Looking Glass this past week). Still, once things started coming apart, I suspect I would have had some pretty strong ideas on what the legal team should be doing just like I would during any health crisis. This edition of “Ten Things” lays out – straight from the napkin – what I think in-house lawyers should be (and probably are) doing during a pandemic outbreak like COVID-19:
If there is one question in-house lawyers ask me the most, it’s this: how do I show the value of the legal department? Boy, do I feel your pain. Having sat in the general counsel chair several times, if there is anything more elusive than the answer to this particular question, I’d like to know what it is. Sasquatch? The meaning of life? Why people eat New York-style pizza? These dazzling riddles are all child’s play next to the Mount Everest of enigma presented by the topic of today’s post. As I looked back through a list of my prior blog posts, I realize I have touched on this topic in several ways. You should read these three as they contain lots of details integral to the discussion below:
- How to Market the Legal Department to the Business
- How to Make Your In-House Clients Love You (and the Legal Department)
- Ten KPIs all Legal Departments Should Track.
Still, I realize that I have not really tied everything together and answered the question people want answered. Sorry about that. But, today is the day I correct that oversight. This edition of “Ten Things” will discuss how best to go about “showing” the value of the legal department:
When I was a kid there was a Saturday morning cartoon show called Sealab 2020. I remember thinking that was a long, long way off and wondering how old I would be when 2020 rolled around – – and whether by then there would really be a giant lab on the bottom of the sea with 250 oceanauts fighting sea monsters and battling pollution. But, here we are; it’s 2020! I am officially old(ish) and, sadly, sea monsters go un-battled under the ocean (unless you count Wicked Tuna), but pollution on (and in) the high seas runs rampant. Triple bummer. What does this have to do with “Ten Things” you ask? Nothing other than a little nostalgia and the “2020” reference as this is my first post of the New Year. As usual, we’ll start the year with my list of essential issues for in-house lawyers to pay attention to over the coming months. When I was general counsel, I started every year thinking about the “big picture” and what risks (good or bad) might be coming down the pike that I needed to be aware of as an in-house lawyer. It’s not an easy task as there is so much “out there” that can have an impact on your company and legal department. Still, it’s better to try to anticipate some than to ignore all. So, once again, I have sat down, read a lot, and thought hard about different issues that will likely have some substantial impact – positive or negative – on in-house lawyers and for which a little bit of preparation or pro-active attention can make you a hero vs. someone caught flat-footed. With the usual caveat that I have no crystal ball showing me what’s important, here my “Ten Things” 2020 edition of essential issues for in-house counsel:
Well, it’s time for the last “Ten Things” blog of 2019. It’s been a pretty good year for the blog: it passed five years of “bloggership” and is approaching 4,000 subscribers, it was named one of the Top Thirty Legal Blogs by SimplyLegal, the post on “How to Read a Contract” was the most popular article of 2019 on InCounsel Weekly, and the ABA published the second “Ten Things” book. It will be hard to top 2019. I know I have said it many times but it bears repeating, I am eternally grateful to everyone who takes time to read the blogs, to pass them along to colleagues and friends, to re-post them on LinkedIn or Twitter, or – most importantly – takes the time to comment or drop me a note. Thank you, thank you, thank you!
As usual, I will end the year with my list of the ten best blogs for in-house lawyers. And, as usual, I will not repeat any of the blogs I picked for 2015, 2016, 2017, or 2018. But, I highly recommend that you take a minute to refresh yourself with these past “winners” as they are all still worthy of your time. The good news is that there is a vast universe of blogs out there. I read a lot of them and over the course of the year I file some away as particularly noteworthy, especially for anyone who practices as an in-house lawyer. A good blog can be a lifesaver when you need to get up to speed on something quickly and you do not have the time or money to hire outside counsel or access expensive legal resources. Without further ado, here is my 2019 list of the top ten blogs for in-house lawyers:
As we come to the end of 2019, I wanted to write about an issue I hear a lot about. In fact, in many of my conversations with in-house counsel, this is the number one topic, i.e., “how do I become a strategic in-house lawyer?” While sometimes this is a self-generated concern, it arises mostly because someone (the CEO, the General Counsel, or whomever) told the lawyer during an annual review or another setting that they need to be more “strategic” with their thinking. Sadly, that is typically about the extent of it, that is, “be more strategic. Now go forth and sin no more.” From personal experience, I can tell you that receiving such a command from your boss without more is about as useful as a mud fence in a rainstorm. But, as many in-house lawyers are learning, it is not enough to be an excellent lawyer with deep legal skills and institutional knowledge. That just gets you to the table. The business wants more out of its in-house legal department, especially from the general counsel and other senior members of the legal team. They want you to be “part of the business” and they want you to be “strategic.” Unfortunately, no one teaches you how to be strategic in law school – at least not when I was there. For most, you just sort of figure it out as you go along. That was my method. I cannot tell you that I figured out the magical incantation that makes you a strategic thinker, but I have learned many relevant lessons over the years. This edition of “Ten Things” shares my thoughts on how to become a strategic in-house lawyer:
I do a lot of coaching of in-house lawyers and one question I am often asked is “should I look for a new job?” From experience, I understand that deciding to look for a new position is one of the hardest decisions an in-house lawyer has to make. There are many articles discussing moving from law firms to in-house and vice versa, but few – if any – on the decision that most frequently faces in-house lawyers, i.e., when is it time to move on to another in-house position? Followed closely by “if so, how do I go about it?” In the past, in-house lawyers pretty much stuck with one company for their entire career (e.g., I spent 20+ years with my first company). Today, that type of longevity is often the exception. It is far more common (maybe even expected) for in-house lawyers to move around on their own volition to several different companies. There are many reasons why such a move may – or may not – make sense. Ultimately, you do not want to be in a new job for three months only to regret your decision with a bitterness only found on Johnny Cash albums. Avoiding such a sad state of affairs means the decision to move on is not something you make on a whim. A lot of work and thinking must go into your decision-making process. This edition of “Ten Things” walks you through some of the things to consider when thinking about moving to a new in-house job:
It’s a nice, cool late October morning, the time of year when the shadows grow darker and longer and “spooky” stuff lurks around every corner. You’re at your desk sipping some coffee and checking emails when a new one comes in from Sarah, the CIO, marked “Urgent.” She says that she received a letter from some outfit called the Business Software Alliance asking the company to conduct an audit of its use of “Company X” software and threatening legal action and potential damages if the company fails to cooperate. She attached a copy, so you open it up and read through it for yourself. Your first thought is WFT? and that this is some kind of scam and you should just toss the letter in the trash and move on. That would be a mistake. A very big mistake. Like a going down into the basement alone in the dark to check out odd noises and scratching sounds type of mistake.
Congratulations, you just received your first software audit letter and if you’re like most in-house lawyers what’s ahead for you and the company is going to come as a big, painful surprise. Much like that opening scene in Night of the Living Dead when someone says “They’re coming to get you, Barbra…” Yes, indeed, they are. The software companies that is, not a ghoulish horde of brain-eating zombies (though you may prefer that to the audit). The good news is that you will likely only see a handful of these letters over the course of your career at any one company. The bad news is whatever you had planned for the next few days is now on hold as you will need to immediately start to work on how to respond to the letter and preparing for the audit. I have dealt with a few software audit letters over the course of my in-house career and there are some tried and true things you should do when faced with one. This edition of “Ten Things” lays out some of the lessons I have learned regarding software audits: