What companies need in their in-house counsel

I’ve worked in-house at private equity companies and real estate developers. Over the course of my experience, I have observed that the following attributes in an in-house counsel greatly enhance the overall performance of an organization.

1. They closely align themselves with their company’s business goals, while understanding their role as risk managers.

This is by far one of the most important skills an in-house lawyer can possess. We’re trained in law school, and by nature we often tend to be, “issue spotters” – pointing out all of the problems and risks that come along with a certain idea. We’re good at pointing out flaws in logic and arguments, and for the most part, tend to be generally risk-averse (hence why we went to law school in the first place – instead of becoming the next tech entrepreneur). However, these skills are not the fuel that ignites the engine of business, propelling organizations forward.

People in business roles think differently – they think, “What if” instead of, “Yeah, but.” And believe it or not, it takes a tremendous amount of effort to do the work that business folks do – generating leads, finding new deals, building relationships. If you’ve ever tried any sort of business venture on your own, you will know the tremendous amount of work that goes into it.

Now imagine that after spending weeks, months, or even years working on an idea, someone comes along and crushes your business venture idea/plan, wielding the almighty power of the “law,” and claiming that for some reason your idea doesn’t fly because of some complicated legality found in some dusty, 20-year-old textbook. Now, I’m not claiming that anyone should violate the law in doing business – to the contrary, I think the best lawyers I’ve worked with know the law so well that they’re able to use it to the company’s advantage and act nimbly in difficult situations. I just think our default response to most legal questions should be, “Yes, and here’s how” as opposed to, “No, and here’s why.”

2. They have common sense

Victor Hugo once said, “Common sense is in spite of, not the result of education.” Have you ever noticed that sometimes the smartest people are the ones most lacking in common sense? Put ten of those people together in a room to solve a problem, and with the combined forces of “group think” and “paralysis by analysis,” you come to the most absurd conclusions.

I can recount a number of times in my career when doing something that is legally permissible makes no sense at all from a practical perspective; whether that’s because of the resultant negative publicity, the soured relationships, or otherwise. It’s our job to be aware of all risks, not just “legal” ones, and it’s important to point them out where appropriate.

Common sense works the other way too — sometimes a risk (legal or otherwise) is so remote that it will never happen and we need to be mindful of that before throwing a wet blanket over something (see point #1 above). One thing I’m working on is being judicious about which risks to raise as a possible issue, because it can waste peoples’ time if you bring inconsequential risks to their attention. (When starting out, though, I would err on the side of being more cautious.)

I think that what underlies the “skill” (if you could call it that) of common sense is humility – not being afraid of being wrong or looking stupid when asking a question. No one has all the answers, and so why not ask a question when something doesn’t make sense to you? More likely than not, everyone else in the room is thinking the same thing but is too afraid to say anything.

3. They facilitate dialogue.

Much research has been done on the role of “connectors” in an organization, and I never really understood that until I observed someone, let’s call him Mike, perform this role masterfully. Mike was known for doing very little actual “work,” but the time that he spent throughout the day on phone call after phone call was hugely valuable to the organization I was a part of. Before every high-stakes negotiation, Mike would organize one or more pre-calls with various constituents internally and externally to set the table for a productive conversation. He would take the lead in orchestrating the conference call where the negotiation was taking place, saying very little during the call itself. He didn’t need to speak – he had coached every person on the call beforehand in order to empower them to say exactly what needed to be said. Then, after the call, there were multiple de-briefs where he would go over the play-by-play and figure out who was doing what. Mike was the glue that kept the organization together.

In contrast, I once worked with another attorney, let’s call him Ike, who would dominate every conversation he was a part of, oftentimes participating in calls for matters he was only tangentially involved in, giving lengthy monologues that only proved how little he knew about the subject matter compared to everyone else on the call.

People notice when you’re trying to be helpful to facilitate a conversation. They notice when you ask the right questions, suggest that certain people talk to each other and coach others to say the right thing. You don’t always have to be the loudest voice in the room – you just have to make sure that the right voices are being heard, that people are communicating and that you are doing everything in your power to facilitate that communication in a productive and efficient way.

4. They know when to stop talking.

Appropriately, this segment will be the shortest. It’s very important for in-house lawyers to be good listeners and ask the right questions. You can get a tremendous amount of context on a transaction from just sitting in the room and listening to the deal team explain the pros and cons of making a certain decision. I was fortunate enough to sit in on the investment committee meetings at one place I worked, and being able to simply listen and take notes made me a much better lawyer. 99.99% of the time, we’re not supposed to be the most important person in the room. In-house lawyers largely play a supporting role, supporting the needs and priorities of the business.

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