Ten Things: Dealing with a Pandemic (Yes, I am Talking About the Coronavirus)

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.[1]  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.”[2]  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:


Ten Things: Showing the Value of the Legal Department

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:

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:


Ten Things: Essential Issues for In-House Counsel (2020 Edition)

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:


Ten Things: Top Blogs for In-House Lawyers (2019 Edition)

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:[1]


Ten Things: The “Strategic” In-House Lawyer

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:


Ten Things: Looking for a New In-House Job

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:


Ten Things: Software Audits – Scary Stuff!

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:


Ten Things: Escaping Meeting Hell

If you’ve been an in-house lawyer long enough you know that one thing as inevitable as taxes, death, and another Fast and the Furious movie is meetings.  Lots and lots of meetings.  Meetings you set, meetings you’re invited to, meetings with the boss, meetings as the boss, status meetings, “kick-off” meetings, post-mortem meetings, meetings with law firms, meetings about all the damn meetings you’re having, meetings… well, you get the point.  Some days you look at your calendar and it’s back-to-back-to-back-to-back meetings.  There is barely time to go to the bathroom, let alone get something to eat or just catch your breath (or Heaven forbid do some work).  Worst of all, sometimes you’re sitting in a meeting asking yourself “why the hell am I here?” or “what’s the point of this meeting?”  If you’ve had enough of the Alcatraz I call “Meeting Hell,” then read on.  Time for a jailbreak.

I’ve been around for a while and I’ve hosted a lot of meetings and I’ve attended a lot of meetings.  I’ve also found ways to get out of meetings or, if not, make them more productive and less painful.   This edition of “Ten Thing” discusses my tips for escaping Meeting Hell.  So, step into my cell and let’s have a chat.  And keep it down, the warden has ears everywhere:


Ten Things – How to Read a Contract

I recently heard from someone I worked with when I was General Counsel of Travelocity.  She was on the business side and worked on a lot of contracts.  She reached out because she remembered an article I had written and posted on the legal department intranet site about “how to read contracts.”  It was something I wrote for the business so they would be better prepared to work with my team on contracts.  Apparently, she still used it over ten years later!  But, she had lost her only copy and wanted to share it with some of her team at her new company so she could coach them up.  She reached out to ask me if I still had a copy that I could share with her.  I did and sent it over to her.  Now she is teaching a new generation of her sales team how to read contracts.  Reading back through it, however, got me thinking about the fact that not all in-house lawyers have a good understanding of how to read a contract – though we would all hate to admit it.  It is not a skill they teach in law school (or least didn’t when I was there, i.e., I never saw an actual contract until I started working at a law firm).  Instead, law schools focus more on contract theory and stuff like that.  Which is all well and good until you’re faced with your first 50-page agreement and realize all that theory isn’t going to help you much as you start to wade through something that reads like a map written in ancient Greek.


Ten Things: Cool Tech for In-House Counsel (2019 Edition)

Well, it’s that time of year again.  Every August for the last several years I have devoted a “Ten Things” blog post to talking about super useful technology for in-house lawyers.  Fortunately, there is always more cool tech to talk about and this year is no different.  That said, if you want to go back and revisit some of the past cool tech blogs click here (2016, 2017, 2018).  The ground rules are the same as always: (1) I receive no compensation for these recommendations, they’re just things I think in-house lawyers (any lawyers really) will find useful and helpful; (2) I try to focus mostly on free or low-cost technology – no breaking the bank for the most part; and (3) generally, everything I discuss should work for in-house lawyers anywhere in the world, not just the USA (if there is an exception, I’ll note it).[1]

With that in mind, this edition of “Ten Things” discusses some of the coolest technology out there for in-house lawyers, things that will make your life a little easier and, hopefully, more productive: