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To be a modern in-house counsel

When I first went in-house, I toughed it out through the school of hard knocks, picking up the skills to be a valuable in-house lawyer and, eventually, general counsel. It was a slow evolutionary process. Thankfully, so were the demands upon me. That is no longer the case. When you land in-house now, you need to come with the proper skills. You will need to be a jack of all trades, T-shaped, business-minded lawyer who is comfortable with ambiguity. 

When you come in-house, your “hard” legal skills are table stakes. Your employer expects, rightly so, that you have these skills, and where you do not, they expect you to figure it out. This is where your jack-of-all-trades skill comes in. The real question for them is can you add value to the organization? This is where your T-shaped lawyer attributes and business-minded skills come in.

When in-house, you are a part of the business, and everything you do must align to and support the objectives and risk appetite of the organization. This is a fundamental shift in the lens through which every decision and piece of advice you give must pass. Not only will your value be judged, as with any lawyer, on the quality and timeliness of your advice — and, you will almost certainly have incomplete information and little time — but, as in-house counsel, it will also be judged on your ability to integrate your advice with the business objectives and risk appetite of your organization. If all you bring is good legal advice, why are you in-house? It is your ability to deeply integrate your legal advice into the business objectives and risk tolerance of the organization that makes you valuable.

Many of these skills are best described as those of the T-shaped lawyer. The deep stem of the T is formed from hard legal skills. The more shallow but broader cross of the T represents risk management, budgeting, data analysis, managing a team, project/process management, design thinking, change management and other skills. These new skills of the T-shaped lawyer are applicable for all lawyers but critical for the in-house lawyer. Without them, you will not be able to contribute to solving the problems of your organization.

As in-house counsel, particularly as GC, my value is not in being a great lawyer. Rather, it is in being a great advisor to my organization. Note that I didn’t say legal advisor. Though I bring legal knowledge and experience to the table, I am not solving legal problems. The organization does not have legal problems. It has business problems. Together with the myriad subject matter experts in my organization, I solve problems. These other SMEs include those in HR, finance, communications, strategy, sales, product development and marketing. Some problems remain primarily resolved with legal skills and experience, such as responding to a legal claim or drafting a contract. But, even those require significant input from other SMEs in the organization. Typically, the business problems of an organization have legal aspects, but they are not discreetly legal. As well, often, my value, like the value of every SME, comes from very early-stage input; for example, advising on significant regulatory implications when considering a proposed new product or service. To provide this valuable advice, the in-house lawyer must intimately know the business of the organization and its risk tolerance and have solid relationships with the key business heads in your organization.

Your CEO doesn’t want a legal opinion. She wants your recommendation on a business issue that takes into account the broader objectives and risk tolerance of the organization. You can be wrong (hopefully not), but you have to be prepared to make a timely decision.

Let’s look at a typical issue for an organization today where its core business model is disrupted and the CEO has challenged the senior team to build out new business lines and products or services — all while maintaining its legacy business — at least in the near term. This is not just a market research issue for the product and revenue teams to solve. Nor is the financial viability of it purely on the finance team to forecast. The entire organization must put all of its unified and aligned efforts behind this challenge, and many attempts and pivots will occur before success is found. The point here is that the legal team will be required to contribute. This could be with compliance advice, risk management or require you to provide a data analysis of relevant contracts. It could also require some pure SME advice, such as tax or copyright guidance. Furthermore, you will have a hard deadline and will not have full information, likely in the 70- to 80-per-cent range. The goal is not to deliver a perfect or unassailable opinion. It is, together with other business advisors, to make the best decision possible for the organization at that time.

Furthermore, the legal department may be asked by the CFO to realign its resources and budget. This will likely require you to look at head count, skills of your team, systems, software, LSPs, outside counsel, analyze all the data you have (including contracts, rights and existing legal obligations) and work with HR. You may have to reconsider or refine your delivery of legal services or even restructure the legal department.

Though this doesn’t sound like the work of a lawyer, it is for the in-house lawyer. No lawyer knows the nature of your organization and its appetite for risk better than its in-house counsel. If done well, not only will your organization be on the path to business success, but it will be doing so with acceptable risk and with a nimble and valuable legal team. You are now on your way to becoming an effective, efficient and invaluable business advisor to your organization. In short, you are on your way to becoming a modern-day in-house counsel.

  • In-house work is not for everyone

    IJ Churchill
    I have the greatest of respect ✊ for those who cross over to in-house counsel positions. It does take a “special” mindset & a greater ability to see more “grey areas” than “black & white”. But what made me the kind of private practice lawyer my clients loved, made it too hard for me to take my glasses off, blurring the lines, to be an ideal in-house one.