The Traits of Effective In-House Counsel

more+
less-

The company general counsel needs to be a member of the senior leadership team, a member of important company committees and for smaller companies, a regular attender of departmental staff meetings...

I have spent 17 years practicing law as an in-house counsel for corporations. The roles have ranged from Senior Counsel and Associate General Counsel positions for mid-sized and large corporations to the chief legal officer position at a mid-sized company. I have also been an active member in corporate counsel organizations. So, over the years I have been in a good position to observe the traits of effective individual in-counsel. I recently wrote articles on certain aspects of these traits in JD Supra for its Perspectives series. The purpose of this article is to combine my observations into one comprehensive piece on what I believe are the traits of effective individual members of corporate law departments.

I would like to discuss three broad categories of these leading traits. Effective members of corporate legal departments have these traits:

1.    they exhibit Servant Leadership characteristics;
2.    are proactively involved with the company and
3.    they effectively communicate with others. 

Let me now address each of these areas separately.

Effective Members of Legal Departments are Servant Leaders

Before I discuss its application to the in-house legal department, let me first briefly discuss what Servant Leadership generally is. The concept, first proposed by authors Peter Block and Robert Greenleaf is summarized  in BusinessDictionary.com:

Servant leadership stresses the importance of the role leader plays as the steward of  the resources  of a business or other organization and teaches leaders to serve others while still achieving the goals set forth by the business.

According to a web site article by the University of Kansas

The servant leader helps people get what they want. The servant leader cares about people; and so she will naturally find out what they want, and help them to get it.

The concept has application to both the formal law department leaders, as well as to the lawyers without formal leadership roles within the departments.

An-in-house attorney formally has one client, the company itself. However, in order to meet the needs of the company for the delivery of legal services, in-house counsel must treat individual internal business partners as the ultimate clients.

Members of all legal departments, both big and small, should become Servant Leaders to internal clients. In particular, I am talking about the improvement of the delivery of legal services within companies through Servant Leadership by all members of the corporate legal department. The objective in delivering legal services should ultimately be to meet the needs of those who seek legal services. The mode of delivery of legal services needs to be designed to meet those needs. That is Servant Leadership for in-house attorneys. Whether one serves as chief legal officer/general counsel or a counsel, the ultimate objective is the recognition of and the satisfaction of internal client legal services needs.

The first step to becoming a Servant Leader/in-house counsel is to recognize the needs of the internal clients served within the company. An-in-house attorney formally has one client, the company itself. However, in order to meet the needs of the company for the delivery of legal services, in-house counsel must treat individual internal business partners as the ultimate clients. It is their needs that need to be understood on a micro scale, and not just the macro needs of the enterprise itself. Successful outside attorneys value and develop their fee paying clients. In-House attorneys need to follow the same approach with those departments and individuals to whom the in-house attorneys are dedicated.

The internal client may approach an in-house attorneys requesting the type of legal services he or she believes is needed, but by active listening, the underlying issues can be better understood and alternative legal services be proposed. Is a different type of entity needed? Should an outright denial of a claim be instead be turned into a litigation saving settlement?  Can an employment claim be avoided by a different course of action?

??Active listening must be applied not only to understand the immediate legal issue being faced, but also to gain and understanding of the business departments themselves, so that the long term needs of the departments can be recognized and addressed. This listening should take place not only when direct legal issues are being addressed, but as the company departments carry out their day to day functions.??

Once the immediate and long term needs for legal services are recognized, how does the Servant Leader meet those needs?  “Reaching out” to others and seeking to “align” with them are perhaps overused terms these days, but they do have application here. The in-house lawyer who exhibits Servant Leadership should have his or her ability to deliver services aligned with the needs of internal clients. Obviously there are certain legally imposed deadlines that must take priority, but for the most part, activities of the in-house counsel in delivering services must be aligned with the needs of the internal clients. The particular legal tasks that take priority in an in-house counsel’s days should be prioritized to meeting the needs of the internal clients. The services being provided and the needs should be aligned.

The timely delivery of quality legal services meets the Servant Leader goals. In the process, transactions can move forward, lawsuits and regulatory issues can be prevented or resolved, employment decisions can be made and business processes can generally move forward without the pendency of the delivery of legal services being seen as a hindrance. Legal services provided by a Servant Leader should enhance and enable, not hinder and delay.

Internal clients of in-house counsel will take notice of Servant Leader habits and be much more satisfied clients

Effective Members of Legal Departments Are Proactively Involved

Combining the active listening and client needs satisfaction functions of Servant Leadership with proactive involvement with the company is a powerful combination of skills or traits for in-house counsel. This section concentrates on the benefits of becoming proactively involved in the company’s business operations. The in-house counsel needs to become totally immersed in the business of the company.

The provision of proactive legal services adds value to companies. If in-house counsel members become part of the fabric of the company, rather than a resource to be accessed when thought absolutely necessary, the members of the internal legal department will fulfill a proactive and preventive role, rather than simply reacting to legal crises as they occur. Proactive involvement in the business causes the in-house counsel to act more like a business person, rather than solely acting as a lawyer.

A newly hired general counsel should initially meet with all company leaders and department heads to get to know his or her new clients. Likewise, lower level in-house counsel should meet with those in the company who will need his or her legal services. From these meetings the counsel should become familiar with the company’s existing, past and potential legal issues and the company’s day to day need for legal services. In addition, the in-house lawyer will gain a knowledge of what is truly important from a business standpoint and of the risk tolerance of internal clients.

The familiarity of in-house counsel with the company’s operations, its important personnel and its existing, past and potential legal issues, brings the in-house counsel to the point of becoming a valuable, proactive member of the company team.

When first hired, in-house counsel should take tours of company facilities and learn as much as possible about how the company runs. As new operations are commenced, existing in-house counsel should also become familiar with them.

The company general counsel needs to be a member of the senior leadership team, a member of important company committees and for smaller companies, a regular attender of departmental staff meetings. For larger legal departments, those who report up the line to the general counsel (deputy, associate, assistant and senior counsels) should be attending departmental staff meetings in their areas of expertise or responsibilities. Pure legal issues will usually occupy only a small portion of the time in those meetings. Nevertheless it is important for in-house counsel to attend those meetings, not only to become familiar with the company’s business and operations, but also to enable the in-house counsel to identify potential legal issues before they become critical issues of potential liability.

The familiarity of in-house counsel with the company’s operations, its important personnel and its existing, past and potential legal issues, brings the in-house counsel to the point of becoming a valuable, proactive member of the company team. The internal legal team will then be put in the best position to fulfill its ultimate role of protecting the company’s assets and helping to increase the return on those assets. Too much lawyer and too little businessperson may protect the existing assets, but will not contribute to increasing their value or the return on their value.

Proactive involvement in the company by internal attorneys can lead to the early identification of potential legal pitfalls and prompt them to suggesting practical alternative legal paths that can enhance the ability to efficiently and effectively accomplish the company’s goals without creating unnecessary legal risks. This is true with regard to proposed transactions, questions on operational entities, dealing with problematic claims or personnel decisions, and a wide array of other matters.

As the company changes its priorities, an informed internal counsel is in a position to take needed legal actions and to change the legal plan as necessary. As companies engage in large transactions which change the nature of the business, whether it be the purchase of another company, or the execution of an important contract, an involved and informed general counsel can think strategically and proactively to facilitate and respond to the priority changes. The proactive and involved in-house attorney becomes aware of the risks involved and of the risk tolerances of the business leaders and is prepared to take appropriate action to protect the company’s assets, while steering a proposed transaction along the right legal path.

Effective Members of Legal Departments Exhibit Good Communication Skills

As we have seen, an effective in-house counsel acts as a Servant Leader and becomes proactively involved in its business operations. The last important trait for effective in-house counsel is good communication. No matter how otherwise well intended, the effectiveness of an in-house counsel can be diminished or lost by poor communication skills.

Good communication skills are important for one’s success in any management level job and are crucial for the success of a general counsel or for anyone reporting up the line to the general counsel. There are six communication skills and methods necessary for the successful in-house counsel. These skills are applied for internal communications in general, rather than for technical legal writing, such as drafting complex contracts. Communications should be (1) well organized, (2) non-technical, (3) short and succinct, (4) exhibit good personality traits, (5) target the audience and (6) be problem solving oriented. These individual skills are discussed below.

Stating that one should organize written communication may seem like pointing out the obvious, but unfortunately good writing organization is lost on many in-house attorneys, who in the process lose their audiences. Legal writing is no different than basic composition in this regard. One needs to introduce the subject of the writing, give necessary background, define the issues, provide a resolution to the issues and provide discussion for clarity. The conclusions must reiterate the most important points, and include resolutions to the issues. In using this process the writer will fulfill the basic purpose of the writing—get the audience to understand the issues involved and how they should be resolved. What good is your advice if it is not presented in an effective and understandable manner?

The writer should avoid being overly technical. The broad swath of the audience for in-house legal communications is not made up of a group of legal scholars who are interested in the finer points of the law. The writing is not a law review article or an appellate brief. It is not being graded by a law professor. Instead, the communication should provide the bottom line explained in a clear and concise manner. One will lose the audience when writing in an overly technical manner. In the process one loses the opportunity to effectively communicate a particular view of what the true factual and legal issues are and how they should be resolved.

The pure legal portion of a presentation should use only very basic legal rules and concepts. One can always provide follow up written or oral communications if any readers want to know the finer points of the law. By way of example, in a real estate transaction, the typical business  audience wants to know that in purchasing a piece of land the company will receive good legal title, not all the details and legal rationale of how you arrived at that conclusion, including a rendition of all the old English real estate law rules learned in law school.

Short and succinct communications are vital to maintaining effectiveness in internal company legal communications. Writings should be made as short as possible, without losing the most important points of the communications. In order to do that, not only will the organization skills discussed above be important, but mastering of the subject matter will be crucial. A thorough understanding of the relevant facts, the legal issues to be resolved and how the issues should be resolved gives one the ability to shorten the presentation. It is well known that the better one understands a subject, the simpler one can present the subject. This gives the writer the ability to filter out of the communication all that is not that important, while still effectively presenting the message.

Internal clients want their attorney to show confidence, politeness, modesty, loyalty, and confidentiality. These characteristics should be present in written communications.

The longer the writing piece, the stronger the chance that audience will be lost before all vital elements of the message can be presented. Also, the presentation should be made interesting to the reader by utilizing the writing skills learned outside of the legal field. The more interesting the writing the more likely the reader will remain focused. Vocabulary should be varied without repeating words. Run on sentences should not be used. One should utilize subject titles within the writing and give practical examples, where possible.
In order to be successful, in-house counsel will need to exhibit certain desirable characteristics and these characteristics should be shown in the writings. Internal clients want their attorney to show confidence, politeness, modesty, loyalty, and confidentiality. These characteristics should be present in written communications. Legal scholars are not being targeted, but the audience is made up of well-educated and experienced business professionals. The lay business partners want the communications to be well organized and succinct, but they do not want to be patronized. Although communications should be as short as possible and get to the point without undue use of legal jargon, readers want all the important issues addressed. The writer will need to provide a full explanation of how the issues are to be resolved, while avoiding unnecessary disclosure of or discussion of confidential or sensitive items.

The skilled in-house legal writer also knows to target his or her message depending on the type of internal audience being reached. The company’s CEO and senior officers are not going to want the detail that those reporting to them will want. In some cases, because of the level and working style of the executive, written communication is unwanted and inappropriate. The executive may be too busy to read written communication. In that case, the oral communication should follow most of the concepts discussed in this article, with the length of the communication or explanation gauged to meet the particular needs or desires of the executive involved. Where written communication is appropriate, the writer should consider giving the bottom line communication in one piece (such as an email cover message or executive summary), while providing a more detailed explanation if desired (via attachment or discussion following the executive summary).

Communications should be problem solving oriented. Although internal clients want to be aware of the relevant issues and the potential exposure of a contemplated course of action, they want a recommended solution to the problem, not just a presentation that problems or issues exist. Although an in-house counsel would not be doing his or her duty without pointing out the probable legal issues and probable exposure involved in a planned or past course of action, the most important piece of the legal communication is the recommended solution.

Nobody wants the problems pointed out without the suggested solution. This is true with regard to proposed transactions, questions on operational entities, dealing with problematic claims or personnel decisions, and a wide array of other matters. Let the in-house writer’s communications show that he or she is a problem solver.

Conclusion

In order for in-house counsel to serve their internal clients well and advance their own careers, there are three important traits they must develop. Successful in-house counsel should exhibit Servant Leadership, get proactively involved in their businesses and communicate effectively. A legal counsel who exhibits these characteristics can efficiently move important transactions forward, effectively anticipate and deal with critical legal issues, enhance the operation of corporate compliance programs and provide a wide array of other benefits to the corporate employer.

*

[Walt Metz serves as Associate General Counsel in Merchandising, Marketing and Supply Chain at Walmart Legal. Previously, Walt has served several other companies as in-house counsel, including five years as the General Counsel for Americold Realty Trust/Americold Logistics. Walt’s LinkedIn Profile can be found here.

This article reflects his personal views and is not intended to necessarily reflect the views of any of his current or past employers.]

Topics:  Client Services, Corporate Counsel, In-House Perspective, Professional Development, Young Lawyers

Published In: Professional Practice Updates

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© JD Supra Perspectives | Attorney Advertising

Don't miss a thing! Build a custom news brief:

Read fresh new writing on compliance, cybersecurity, Dodd-Frank, whistleblowers, social media, hiring & firing, patent reform, the NLRB, Obamacare, the SEC…

…or whatever matters the most to you. Follow authors, firms, and topics on JD Supra.

Create your news brief now - it's free and easy »