It’s 5:30 a.m. morning and no one is up. You figure if you get up early you can get ahead of the emails and do some productive work. It’s lunch time. You figure if you eat at your desk you can get ahead of the emails and do some productive work. It’s 6:30 p.m. and you just got home from the office. You figure if you fire up your laptop for an hour you can get ahead of the emails and do some productive work. It’s 10:30 p.m., the kids are asleep, your spouse is watching “Game of Thrones” and you figure it’s the perfect time to get ahead of the emails and do some productive work before you go to sleep. It’s the weekend, you… Okay, I’ll stop. I know you get it. Just about any in-house lawyer worth their salt has been/is locked in this cycle. The problem is you never get ahead of the emails and you never have enough time to do productive work. If you could delegate some of your work, you might be able to break free of this vicious pattern. That sounds nice but a big part of the problem is that most lawyers suck at delegating. Why is that? It’s primarily because no one ever taught us how to delegate. They just told us to delegate, which is about as helpful as telling us to “invent rocket fuel.”
I was an “okay” delegator as an in-house lawyer. I got better over time because I slowly figured out the “how” of delegation. Even now, as I look back, I realize I committed most of the classic errors and there was a lot more I could have done to better delegate work (and doing so would have made my team/department stronger and me less stressed). Simply put, becoming good at delegation will allow you to be more productive and get your work done within a reasonable set of hours every day. Since I know you also want to watch “Game of Thrones” now and then, this edition of “Ten Things” will discuss “how” to delegate:
It is a common refrain in legal departments all around the globe: how do we get enough money to do the things we need to do to protect the company? There are always more matters clamoring for money than there is money available. This is especially true with litigation. If your company is being sued, you have little choice other than to spend the money needed to defend your interests (unless you feel a quick settlement is a better call). If the company has meritorious claims, then it often faces the difficult choice of whether to spend the money needed to proceed. If not, valuable claims may be lost. If yes, then money that could be spent on other parts of the business is re-routed to legal fees – and, unfortunately, under accounting rules money “invested” in a litigation claim is not treated the same as money invested in the business generally. To deal with this, in-house legal departments try a variety of measures to reduce legal expenses, from reduced hourly rates or fixed fees to contingency fees and blended rates or less expensive counsel. See my blog post on effectively managing legal spend.
Over the past four or five years another potential solution has emerged. Depending on which side of the table you are sitting, the solution is either a blessing or the manifestation of supreme evil. The solution is called “litigation financing” and it is something every in-house counsel should be aware of and thinking about. This edition of “Ten Things” will give you an outline of the basics around litigation financing: (more…)
On August 12, 2016, I will be one of the lunch-time speakers at the State Bar of Texas 15th Annual Advanced In-House Counsel Course in beautiful San Antonio, Texas. I will be joining Jason Smith of Apttus and Jane McBride of Optimus Legal to discuss ways to “Work Smarter, Not Harder.” A lot of what we’ll be talking about will involve the use of technology (along with some good old-fashion “non-technical” ideas). If you know me, you know I love gadgets and technology. Give me some neat technology to play with and I am off to the races, trying to think of all the ways I can use it in my work and personal life. And there is always something new to try. Last year, I wrote a post about using technology to increase efficiency in the Legal Department. I focused a lot on some of the bigger technology efforts most in-house Legal Departments now require, e.g., matter management, e-discovery, along with some of my favorites like Practical Law and Getting the Deal Through, etc. Everything I wrote about in that post is still relevant and it’s worth taking a look back at that one. But, since time does not stand still and there are plenty of new programs, apps, and other tech bits for me to write about, this edition of “Ten Things” will discuss 2016’s “cool tech” for in-house lawyers. I should point out that I do not receive anything to endorse the technology below, it’s just my opinion on what I think in-house lawyers, located just about anywhere in the world, might find useful:
If you are a regular reader of this blog, you know that I have written posts on the keys to being a successful in-house lawyer and the steps to take if you are interested in becoming the General Counsel, the latter being one of the most popular pieces I have written to date. A couple of weeks ago I came across an old, dog-eared copy of Stephen Covey’s 1989 business self-help masterpiece, “The 7 Habits of Highly Effective People.” If you haven’t read it, it’s worth picking up a copy. As I flipped through the pages of the book I realized that most, if not all, of it is still relevant almost 30 years later. And it got me thinking about some of the things I learned as I advanced in my career as an in-house lawyer. Through luck, hard work, trial and error, excellent mentors, and other things, I stumbled upon a number of “habits” that I think make for highly effective and successful in-house lawyers. This edition of “Ten Things” will discuss what I think those habits are:
It’s difficult to be part of any business and not hear about “risk.” It’s everywhere. If risk were a woman, it would be the Hollywood “It Girl” of 2016. Put another way, risk is the new black. It’s on the lips of every CEO, CFO, and board member, as it should be. And, anything that is important to the board and the C-Suite, is important to the Legal Department. In fact, over the past five or so years, one of the key responsibilities businesses are placing on in-house lawyers is spotting and managing risk. The business wants its in-house lawyers to be the ones who sniff through virtually every situation looking for risk (legal or otherwise). What this means is that, more and more, in-house counsel need to be masters of the company’s business operations and strategy (both short and long term), because you cannot successfully spot and manage risk unless you understand how the company operates and where it wants to go.
Generally, when asked about risk, most in-house lawyers respond retroactively, i.e., they talk about risk in terms of things the company has already experienced – a recent lawsuit, a data breach, an internal investigation, etc. While this is helpful, it is only part of calculus of identifying risk. The harder part (and the more valuable skill) is being able to look forward and see risk. While a more valuable skill, my experience is that there is little to no training around how to “look for risk,” let alone how to evaluate it or report it out. For many in-house lawyers, it is largely a self-taught skill. My goal here is not to write a treatise about risk or risk management. I have read enough of those types of articles to know that they look really impressive, have complicated charts, graphs, and formulas, but most are hard to apply in the everyday, fast-paced in-house world. I want to set out a handful of simple ideas and processes you can use to spot and identify forward-looking risk and to evaluate and manage that risk alongside the business. This edition of “Ten Things” will discuss a few guidelines that will help you be better able to fulfill the demand from the business that you become “Risk Spotter in Chief” or, as I was often called, the “Risk Guy:”
One of the most valuable skills an in-house lawyer brings to a company is the ability to negotiate. In-house lawyers negotiate contracts, M&A transactions, litigation resolution, government/regulator inquiries, internal squabbles, and a host of other issues. While negotiation is an important skill, it is rarely – or poorly – taught in law school (certainly here in the USA). Meaning, unless you were fortunate enough to learn negotiation skills while employed at a law firm (and I’d wager that it is hit and miss whether your law firm truly spend time teaching negotiation skills), your ability to negotiate is largely self-taught. Some of us get by on instinct and natural ability, some of us flounder a good bit, sometimes doing a great job, sometimes not.
I am a self-taught negotiator, picking up bits and pieces of good and bad advice along the way. I have negotiated a large number of contracts and settlements in many different countries and I supervised those that did as well (learning as much from that process as being in the room). One thing I learned for sure was that regardless of where you fall on the continuum of negotiation skills, there is always room for improvement. As usual, there are some core things you need to know and understand in order to develop or improve your skills in this area. This edition of Ten Things will discuss how to negotiate:
It has been about 18 months since I published the first “Ten Things You Need to Know as In-House Counsel” blog post. I have to admit that I continue to be surprised by the popularity of the blog. I have tried hard to consistently write about things that matter to in-house counsel and do so in a way that is practical, informative, and actionable – drawing on my own experience of 20+ years as an in-house lawyer. That fact that you guys find it interesting just blows my mind sometimes. The blog has almost 900 direct followers (and I hope to get that number to over 1,000 sometime this year). There are also thousands of in-direct followers who get the blog via an email blast or through one of the number of legal publications that re-publish many of the posts. What I really appreciate, however, is the many, many emails and Linked-In notes I get from readers all over the world: from Canada, UK, India, Singapore, the Middle East, Central and South America, Asia, Turkey, and of course, the USA. I enjoy hearing from all of you (good or bad), especially if you find the blog helpful or, even better, if you have ideas for future posts. Always feel free to contact me if you have feedback, questions, or ideas.
As you have probably guessed by now, I love to write. You can follow me daily on Twitter at @10ThingsLegal where I post things of interest to in-house counsel daily. I also post more substantive (but short) articles on Linked-In just about every day as well. Check out the posts on my Linked-In publication wall (and feel free to connect with me as well). I write a monthly column for Thomson Reuter’s “Corporate Counsel Connect” e-zine called “The Insider.” And my first book, “The Evolution of Professional Football” (American football that is), is available at www.SterlingMillerBooks.com and on Amazon. Which brings me to some more exciting news – “Ten Things You Need to Know as In-House Counsel” is in the first stages of becoming its own book. Stay tuned for more information about when it will be available to buy (hard copy and e-book). I will also be looking for some people to write short blurbs/forward material to include in the book, so let me know if you’re interested in doing that.
As I noted in my first few posts, I am not the most tech-savvy blogger. But, I have learned a lot over the past 18 months and I am getting better at things. One thing I have not figured out yet is how to create a really useful index of all of the posts. You can search month-by-month on the site, but I am still trying to figure out how to build-out an index by category or by title. Bear with me on that. It will happen! And if you have any ideas, feel free to share them. Until then, it’s a good point in time for a comprehensive index of “Ten Things” posts (all 39 of them), hyper-linked and in chronological order from past to most current:
Over the past six months you have probably been bombarded with data privacy articles, questions, and concerns regarding the European Union (“EU”). Given the sheer volume of material on the topic, it is difficult to figure out what you really need to know about the current state of data privacy and data protection in Europe. We saw the European Court of Justice strike-down the US-EU “Safe Harbor” agreement last October (which will likely be replaced with the new “Privacy Shield” agreement). We know that the EU recently approved a new EU-wide data privacy law. The hard part, however, is figuring out what it all means. This edition of “Ten Things” will try to sum things up in a useful way so when those questions and concerns come across your desk, you have some ready answers and a road map for the next steps you and your company need to take to ensure compliance with all of the changes in EU data privacy law:
I want to continue my effort to post a few articles about basic corporate law issues. Last time I wrote about about corporate governance. This week, I’d like to discuss dealing with the Board of Directors (the “Board”). The members of the Board of Directors are elected by the shareholders of a corporation. Their job is to manage and supervise the company’s officers and management and to look out for the interests of the shareholders. Directors owe the shareholders/company a “duty of care” and a “duty of loyalty” while serving on the Board.
The Legal Department interacts with the Board in several ways. Typically, the Corporate Secretary (the person who manages the operational aspects of the Board along with other duties related to maintaining the corporation) sits in Legal. Often the General Counsel is also the Corporate Secretary. The Corporate Secretary works closely with the Chairman of the Board and the Governance & Nominating Committee. The Chief Compliance Officer may also sit in Legal and works closely with the Audit Committee. Similarly, any significant litigation, contract, acquisition, or other material legal event will come to the attention of the Board and may require its input or approval in some instances. The Board will take up these legal matters at regularly scheduled Board or committee meetings, or at a special meeting if the circumstances warrant. When these ad hoc legal events come to the attention of the Board, various members of the Legal Department may be invited to the meeting in order to present the issue to the Board or be a subject matter expert for any questions the members may have. Any in-house lawyer can be intimidated the first time they meet the company’s Board of Directors or prepare materials for them (even if it’s just responding to an email). This edition of “Ten Things” will give you some pointers on how to deal with the Board:
I have not spent much time in this blog on the “corporate” side of the in-house world. Over the next few posts, I will discuss some key issues regarding basic corporate law. If this is an area you focus on already, you have it down, but for many in-house lawyers whose practice focuses on litigation, IP, employment, or other areas it’s not something you see every day. If you hope to sit in the general counsel chair one day, it’s important to have a solid understanding of several basic areas of corporate law.
Underlying most everything in corporate law is what I call “basic corporate governance.” This includes the formation of the corporation, operation of the Board of Directors (the “Board”), delegation of authority, annual compliance issues, and so on. This edition of Ten Things will discuss basic issues regarding corporate governance. While the below is fairly USA-centric — as the details of corporate law vary widely by jurisdiction — I will include some reference material for corporate governance issues outside the USA toward the end: