The title “General Counsel” always struck me as highly descriptive.
The lead attorney of an entity is typically a “generalist,” with a breadth of legal knowledge across the spectrum of issues a company may face.
“Counsel” is obvious in that a general counsel provides their organization and leadership with legal advice, of course. But there’s a lot more to this critical role than that.
In fact, the “C” could also stand for a trio of key attributes of a successful general counsel: calibration, communication, and collaboration.
Calibration
When lawyers moving to their first in-house counsel role ask for my advice, I tell them the first thing they need to do is simply to learn how the company makes money. The true value you provide as in-house counsel comes from understanding what the business needs to accomplish to meet its revenue and growth goals and calibrating your legal advice to those needs.
For example, if your company is a start-up trying to get its first big sale, your executives are likely willing to accept more risk with respect to things like indemnities and warranties if they will get the deal done. On the other hand, a more established, proven company in the same industry is likely to have more negotiating leverage and less of an appetite for taking on a disproportionate amount of risk for one sale.
Calibrating risk to the business and industry in which you operate also helps you understand that not all risks are created equal. As an example, your company’s data security risk is directly correlated to the type of data you control or process. The risk of a data privacy breach is higher if your company collects credit card information than if it does not. Knowing that fact provides important context for the advice you provide to your colleagues related to both data privacy and data security practices.
In another context, if you work for a pharmaceutical company, your advertising claims are relatively high risk in that you are making claims that relate to the impact of a drug on consumers’ health. Compare that to the risk of advertising claims for a company that sells clothing. While a misleading advertising claim may violate federal and state consumer protection laws, the likelihood of a regulatory body or state AG pursuing that claim, and the potential for and size of fines, is higher for the pharmaceutical company than the clothing company.
Communication
Effective communication is integral to the attorney-client working relationship, but it looks a bit different for the in-house lawyer. As outside counsel, good client communication is measured by how quickly you respond to questions, how you communicate advice, and how well you keep clients apprised of the progress on a case or matter.
As in-house counsel, effective communication with your business clients is a significant part of the day-to-day job. For a GC, successful communication plays a vital role in determining whether you are perceived as an integral partner in the day-to-day operation of the business or just the department the business needs to get “through” to accomplish bigger goals.
Clear, concise verbal and written communication skills are table stakes for any attorney (for any career). As in-house counsel, being concise is particularly important. Your business leaders do not want to receive a multi-page memo when they ask for advice. They do not want a case study. Few business leaders want to know all the interpretive nuances of the legal issue. They want to understand the risk and they want to know your recommendation: How are you proposing they accomplish the business goal?
Absent an action that is going to result in criminal activity, the response should rarely be “We can’t do that.” Instead, you should be communicating the risk involved in pursuing a particular action and a recommendation on how to best manage or mitigate that risk.
My method of communicating risk is to use the concept of a spectrum. It involves identifying the action the company wants to take along a spectrum of risk—high to low—and then offering alternatives or mitigating steps that can be taken, and how those steps shift the level of risk along that spectrum. Ideally, identifying the risk is coupled with a recommendation for where along the spectrum you think is the best balance of risk and reward, while leaving open the alternatives.
Personally, I acknowledge my tendency to come out in favor of the lower end on the risk spectrum since that’s in my lawyer DNA, while recognizing the business may be willing to accept more risk. I will support whatever the decision is, and I will do so confidently, knowing I have counseled my internal clients in making an informed decision. I’ve found this method to engender true partnership with other business teams.
Collaboration
Closely tied to effective communication is effective collaboration. As outside counsel, your collaboration with a client is often limited to coordinating with an in-house client or a couple of executives. In-house attorneys work across a variety of departments and with employees at all levels of the organization. Knowing what to say, how and when to say it, and to whom, are all key to successfully collaborating with those varied internal stakeholders.
Take a sales transaction as an example. At Relativity, successfully completing a complex licensing transaction sometimes means involving stakeholders beyond the sales representative and the attorney negotiating the contract. It might mean seeking input from the finance, security, and/or service delivery teams. Knowing when and how to involve members of those teams to help drive a deal toward completion is a key part of the in-house counsel’s role.
The general counsel can guide the legal team members not only on how to negotiate contract terms, but on how and when to bring in other departments who may need to weigh in, and when to escalate issues to leadership (where the method referenced above for communicating on risk comes into play).
Collaboration also means learning from and educating your business stakeholders. The more you know about the goals of your stakeholders, the more effective you will be in providing advice that adds value.
For instance, if the sales team has a strategic plan that hinges on signing a specific client with a new product, it might mean thinking about and proposing ways to accommodate contractual requests outside your typical concessions. Likewise, the legal team can proactively educate stakeholders about legal issues that impact other parts of the business.
Changes in data security regulations can illustrate this point. If a governmental authority issues new regulations or guidance, proactively interpreting and educating your internal data security team, IT, and sales teams on the impact to the business—ranging from required changes in security protocols to anticipated clause requests from customers—will help your business partners continue to meet their own goals.
Most lawyers who make the transition in-house do so out of a desire to be part of the business. They want a seat at the table and to be a partner to the business, as opposed to “just” the lawyer. For in-house counsel at any company, demonstrating the ability to calibrate, communicate, and collaborate effectively is important. For general counsel, successfully doing so is essential.
