Voice of the Client: 10 Ways to Achieve Alignment Between In-House and Outside Counsel

by JD Supra Perspectives
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[Gonzalo Ruiz's career as in-house counsel spans over two decades and has included high-profile roles at The Coca-Cola Company and Sony Interactive Entertainment:]

Some in-house attorneys take the approach that the relationship with outside counsel is “adversarial.” After 20+ years in various roles as in-house counsel, I have a very different point-of-view. 

While it is true that, in each role, we sometimes focus on different priorities (which may even seem opposed, for example: outside counsel must run a profitable business and in-house counsel has to be concerned about reducing costs), we do share many common goals.

With this spirit of collaboration in mind, here are my 10 suggested ways to achieve alignment between in-house and outside counsel: 

1. We Are Strategic Business Partners  

In my mind, all lawyers (not only in-house counsel) should aspire to be trusted strategic business partners. 

Our stakeholders require for all lawyers supporting their business and goals to act as strategic business partners and provide advice in a holistic fashion, which will definitively force us to step out of our comfort zone and go outside of the scope of just legal advice. 

...all lawyers (not only in-house counsel) should aspire to be trusted strategic business partners.

You know you have achieved this goal when your clients seek your advice on matters outside of the scope of the legal realm and you can finally say that you have a seat, and voice, at the table. I like engaging outside counsel that have an entrepreneurial spirit and a business-partnership frame of mind. 

2. We Are One Team

I always tell outside counsel with whom I partner that we should consider ourselves to be One Team. That is to say: I always consider them to be an extension of my in-house team. 

Ultimately, we all have the same client and our common goal should be to enable the business by providing the best service possible.  

In-house counsel cannot afford to say: “it was outside counsel’s fault” because we are managing that relationship and, as such, your work is a reflection on our decision to have engaged you in the first place.  

Together, we must aspire to be an integrated and cohesive team. Although I hesitate to use the term “best practices,” I do think that a best practice is to have all engagements, communications, and interactions with outside counsel channeled through the in-house lawyers. That is: the ongoing, working relationship with outside counsel should always be managed by in-house counsel (and not other business stakeholders).  

3. Knowledge is Power; Expand Yours

Get to understand the company, its products, its industry, the market, the competition and, at the same time, get to know my team, my internal partners (i.e., key executives), and myself. 

I have always been passionate about the products and brands that I have represented and, to a certain degree, I would hope my outside counsel can share in that passion and ambassadorship.  

I remember a meeting once with outside counsel and The Coca-Cola Company’s GC at the time; the refreshments provided were competitive products (the horror!). Of course, the answer was that “it was the caterers’ fault,” but that kind of attention to detail (or lack of attention) is noticed by in-house counsel. 

I think that some outside counsel don’t fully know what in-house counsel do (if at all). Feel free to ask us about the in-house practice of law; we like sharing this experience and its challenges. 

4. Common Sense Is Sometimes the Least Common Of the Senses

As lawyers we develop solid common sense and sometimes need to interpret what clients are trying to achieve and the reasons behind certain questions. Without a doubt, in-house counsel should provide clarity about the client’s expectations and questions. However, I also believe that outside counsel should use common sense when addressing the questions we pose to them - and the reason we ask certain questions. 

Whenever I engage a new team, I always tell them my version of the following story:

There are two people in a balloon that is anchored to the ground. All of a sudden, a gush of wind blows and they float away into the clouds. After a while, completely lost, they descend into a valley and begin hovering about 10 meters off the ground. They notice a man standing on the ground so they shout at him: "Where are we?"

The guy yells back: "You are in a balloon about 30 feet off the ground!"

The people in the balloon look at each other and one says: "You see, that guy is a lawyer..."

“How do you know?” the other asks.

"Because he gave us accurate and precise information that is totally useless to us..."

Someone could debate that the problem is not the person answering the question but the actual question being asked.

My response to that: we must always try to understand what the real question is. 

Our clients sometimes may not be able to articulate what they really want to ask, but we can figure out what they want to accomplish. I’d like to see outside counsel anticipate what a client is actually asking (what the key issues are) in order to understand what they want to accomplish and, most important of all, the possible solutions.

5. It’s a Small World After All

Relationship building is really important. I have always nurtured a winning network of partners and, to this day, I am proud to say that some of the best friends I’ve made over the years are outside counsel. I believe in building mutual loyalty.

...don’t underestimate the power of a good referral.

I may be well established in one institution one day, just to move to another the next. There is a high probability that, if we have a good relationship, I would like to take you along for the ride.  

In addition, even if I may not appear to be your most important client, don’t underestimate the power of a good referral. In-house counsel like to share recommendations on which counsel to use for certain matters and in certain jurisdictions.  

Always treat me as if I was your most important client (even if I’m not); it can go a long way.

6. If “The Sky is Falling!” What's Your Solution?

I always tell my team members that if they come to me with a problem they should also come with a recommended solution.

You should do the same. 

By all means make me aware of risks associated with many of the daily responsibilities and legal trends, but please put it in the context of my operation. I fully understand that you have many clients and see a lot of trends that can raise concern or risk, but I may not necessarily be interested in additional services from your firm, just those that are relevant to me. Glad to hear about these concerns, but please don’t only point these out - instead, also help me head off problems before they occur. 

Remember that typically lawyers, regardless of whether we are in-house or outside, are seen as a cost center and if I have to sell a new “compliance training” program I must be able to share with my principals what the value-add is that we are bringing to the table.  

In addition, be proactive in helping me identify opportunity areas to lower costs, maximize return on investment, and increase productivity.

7. We Need to Talk...

Communication is key between us: dialogue, discussion, and follow-through. 

In pursuit of a collaborative alignment and relationship building, we should have an open dialogue and engaging conversations on how the extended legal team can work together. 

...I like the simplicity of having the conclusion at the beginning of an opinion

I personally don’t like outside counsel preparing long memos (unless asked to do so) and I like the simplicity of having the conclusion at the beginning of an opinion and, if applicable, the inclusion of proposed solutions.    

I find it very useful to sit down and develop process and forms that can be conducive for our interactions. Maybe we can set up certain “rules of engagement” on the best manner for us to communicate, setting up certain routines, etc. Small things make big differences.

In addition, having a “Subject Line Protocol” for e-mails has always been very useful to me.  

And always remember to keep me informed of my matters and my cases; I don’t like surprises (and neither do my clients!).  If I have not replied to your email it is not necessarily that I don’t care, just that I have a lot of things going on.  Please follow up. If necessary and it is really important, call me (mobiles are phones, too!).

8. K.I.S.S. [The method, Not the Band] 

I like my communications with outside counsel to follow the KISS formula: Keep It Simple, Stupid.  

I want proactive, crystal-clear advisers who have the ability to communicate complex ideas coherently, clearly, and effectively. This applies to both the “What” and the “How” you communicate as simply as possible.  

WHAT:

Rather than making things complicated, try to communicate them to me in the simplest manner (using plain English if possible). I mention this because ultimately that opinion will be transmitted to our internal clients.

...we need to become masters of making complex things simple.

As a matter of fact, I have always told my teams that as in-house counsel we need to become masters of making complex things simple. Just as mentioned above, I like to begin with the conclusion and having an executive summary (maybe one or two paragraphs condensing the most important information).

HOW:

In that line of thought, whenever I’m sending a message, I think of the actual format of the message as well as the recipient. Are they traveling, and, if so, will they be reading this on a mobile device? Is English their first language? I like bullets to help the reader go through my message in a more dynamic way (and there is also the incentive that the message will actually be read!).

9. Money Makes the World Go 'Round

I fully understand that you want to make a profit (you’re a business), but I also have limited resources and I have to deliver results. I don’t want you to give me your work for free, but understand: I do have a limited budget. 

...I’d like you to act like an owner when it comes to my budget, too.

Don’t focus on the short-term gain but rather on the future collaboration. Although I may have a limited budget, the possibilities are not limited.

For example, you never know when I may need help with new projects which don’t necessarily involve my budget. I cannot tell you how many times I have referenced for other projects that were funded by another department’s budget (e.g., M&A, a Marketing Program, etc.). 

And again, of course, remember that there are opportunities with other companies, too (It's a small, small world…).

I could write an article on this subject alone, but, suffice to say, ever since I started my practice there has been growing demand for alternative billing / fee arrangements and other types of opportunities (e.g., assigning responsibility to the proper resource, staff issues commensurate with the work involved, etc.).

At the end of the day I’d like you to act like an owner when it comes to my budget, too.

In that spirit of having a good relationship, let’s have an open dialogue. I know I can be demanding, and in that same spirit I’m open to hear if there are areas of opportunity for me. Please also understand that sometimes if there is a delay in payment it is because I depend on my own systems. It is not personal.

10. Let’s Have Fun!

When we work together, the results are important to me, but so is the experience and the journey as a whole.

Everybody likes a good customer experience and to have some fun! We work together so much that we should also allow ourselves to have fun. By working together and sharing insights, we may be able to hold training courses, roundtables, workshops, and seminars that can encourage personal and professional growth.

Consider the last time you were asked to do a “Customer Service Rating” (whether it was at a restaurant, flying an airline, purchasing something, etc.). Other than for the good or service itself, what was the experience like? Was the meal good and the service cordial? Was the flight on time? Did the product meet your expectations?  

Well, the same applies to your services.  

*

[Gonzalo Ruiz is an award-winning in-house legal counsel with over two decades of global legal and business experience, carrying high-profile roles at The Coca-Cola Company and Sony Interactive Entertainment. Gonzalo has gained comprehensive business acumen and an outstanding cultural awareness partnering closely with Senior Business Executives and cross-functional Leadership Teams across multiple jurisdictions. Connect with him on LinkedIn. Read the following profile in Vanguard.]

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