What does it look like when a young lawyer takes the General Counsel reins at a business…but they’ve never been a GC before? How should they navigate the business environment when they’re the only lawyer? Last week a couple members of the in-house channel inside LawyerSmack walked a new GC on how to improve and grow into their role.

The players:

  • David – Young lawyer, new general counsel for a agricultural business
  • Rahil – Corporate counsel at a communications company
  • Chris – Corporate counsel at a tech company

A Noob Lawyer’s Guide To Being General Counsel

David [8:50 AM]  Just had a sit down with the owners of the company and they don’t seem to happy with my performance so far.

Haven’t fired me or anything but they’re thinking they may need someone with more experience.

Rahil [8:56 AM]  What, in addition to what you do now, were they expecting?

This is year one of inside counsel, right?

David [8:58 AM]  Yes. Think they wanted somebody that would just know what to do more immediately.

Chris [8:58 AM]  Do they have specifics?

David [8:59 AM] Update our corporate records, come to them to see what they specifically needed.

Pretty much they’re still communicating with outside counsel and wanted me to take over that completely I think.

Rahil [9:00 AM]  That’s never going to happen, that isn’t the role of GC. GC can take over a lot, for sure.

Chris [9:01 AM]  Agreed – it might be worthwhile to break out a list of general topics and sort them by “David owns, David leads with exec support, Exec leads with David  support, and Exec owns”

Rahil [9:02 AM] I think you can hang on to this if you spend time showing them a path forward

Chris [9:02 AM] Right.

David [9:02 AM] Maybe it would help if I tell you guys what I handle now and what I think they expect?

Rahil [9:02 AM] Planning how to get there is sometimes as good as being there right now.  They just want visibility into the process and stability.

Also, it’s a problem that you keep saying “what I think they expect”

Chris [9:03 AM] Yes

Rahil [9:03 AM] And it’s as much their fault as yours.

What General Counsel Provide To Their Company

Rahil [9:03 AM] The non-law part of being in-house is that you soak up their worry and kind of provide a calm.  You need to be on the same page together otherwise you cannot work to address and allay their concerns.

David [9:04 AM] I’m not sure how to get on the same page to be honest

Chris [9:04 AM] One of the best things I’ve ever done in my career is learn when it’s appropriate to say, “Well just tell me what you want because I don’t see how I can be successful without knowing.”

You write it down – develop a process

David [9:05 AM] I think I need to have a talk with the VP that’s unhappy with me and get a better idea of what he expects from me.

Chris [9:05 AM]

  • Items related to IP should go to legal, legal will make recommendation
  • Corp governance can go straight to outside counsel
  • Contracts go to legal
  • Marketing goes to marketing, marketing can ask legal for more specific direction if needed, in marketing’s direction
  • Etc

Don’t be afraid to take on more company-wide risk if it means better job performance in the areas that matter.

Rahil [9:07 AM] If that seems like a hot topic for them w/r/t their evaluation of your performance, I would do whatever I could to get that under control and in your office.

David [9:08 AM] I think corporate governance is a big part of their issue, they assumed I would have corrected things by now as it is very messy.

Rahil [9:08 AM] And I lean on my outside counsel.  “Hey, I want to handle this, lets you and I have a call about how to proceed.”

David [9:08 AM] There aren’t shareholder agreements for half the companies, one of the directors left for most of them.

Rahil [9:09 AM] Then make sure you have tasks coming out of that. Start working with OC instead of letting them do it in a black box and then just give you the result.

Also, why isn’t it already done by OC?

David [9:09 AM] So, you suggest I call outside counsel for guidance on how to do things I don’t know how to do?

Rahil [9:09 AM] No, if they’re concerned you haven’t done it, but still talk to OC, why is it not done?

David [9:10 AM] It’s on their side because they don’t sign most documents. I found a stack of shareholder agreements in a board room a couple of weeks ago.

Rahil [9:10 AM] I mean, the above is f$#*ed. you cannot succeed if they’re going to do shit like that.

Projecting Confidence And Accepting Responsibilities

Rahil [9:11 AM] Ok let me ask you this: Do you think you have the ability to figure out what you need to do, to be able to complete this task?

David [9:12 AM] Yes

Rahil [9:12 AM] Damn right. This only works if the answer is yes, lol.

You must be forceful. You need to get all this crap under your roof, not OC.

“I cannot lead this company’s legal effort if I’m not given the materials necessary and afforded the due authority to direct outside counsel. I can handle these matters; I want to compile a flowchart of what work is handled by OC and what is inside. With this plan of attack, I will produce the results the company needs.”

If they bite, it’s going to invite a shit ton more work and you’re going to have to come through for them. If you do, you’ve got it made. If not, you’re in no worse position than before, imo.

David [9:16 AM]That seems like a good strategy. I think you’re right and I need to pretty much force my way in.

Rahil [9:18 AM] Remember this though: as GC you already have a seat at the table.

You’re just using it more. Don’t feel like you’ve got to ask for permission to sit down.

David [9:19 AM] A big thing is I don’t know how to do a lot of the things they need.

How would you recommend I phrase something like, “I don’t know how to do a lot of the things we need to do for this business but I want to know everything that happens. It’ll help me help you better and I want to be able to co-ordinate it if I don’t at least know how to do all of it.”

Rahil [9:19 AM] It’s a weird feeling to assert yourself like that, since you’re young in the years, but you are the top legal officer. People look to you to be the authority and you must act like it.

  • GC is not going to handle everything, part of helping manage cost is doing the work in-house
  • Another other part is being a shrewd legal officer, to better manage the dollars being spent outside.
  • You cannot do the second part of the job unless you have visibility into the areas in which OC is conducting work.
  • You need a mentor.

Chris [9:22 AM] Catching up – I agree. You need to have a come to Jesus meeting with them.

Rahil [9:22 AM] I’m a 5th year (nearly) and I have a mentor that works in a corporate law office in a firm. I go to him when I want to learn more about various part of biz law. He can point me in the right direction or let me use his treatises etc.

Chris [9:23 AM] Either they want you to be little legal drone who reviews basic stuff and is never heard from, OR they want you to be head legal exec.

If it’s the second, they need to listen.

David [9:23 AM] I think I’ve been acting like the former they want the latter

Rahil [9:23 AM] And you need to bust ass so what you say makes sense lol.

It’s going to get silly and you’re going to be super, unrelentingly busy, but this is what in-house looks like if you didn’t have a career in a firm first.

Managing Expectations and Establishing Communication

Chris [9:24 AM] I went through this a bit very early in my career.

  • I was contract manager and working for like 10 different attorneys, and I was always playing catch up on everything, and got sort of “not great” responses frequently but never really was told “this is wrong/bad.”
  • Finally, someone said “hey what’s the deal here” and I sort of lost it, to the effect of “Ok, I’m really frustrated because I feel like I get all this uneven feedback and I’m running a million miles an hour but nothing seems managed. I don’t know what my expectations are and I can tell you now that I will never be successful like this”
  • Jaws hit the floor and the managing attorneys sort of said “Wait, what?”
  • It got much better from then on.

Honestly, the most successful I ever was in that job was when I got put on a performance plan, because I had all my tasks defined with expectations and deadlines etc.

And I crushed it – because everyone was on the same page. I only wish I brought it up sooner, and was clearer in MY expectations.

Rahil [9:26 AM] Remember they want to save money and you’re their best shot at that. Unless they have a complete lack of faith or they personally dislike you, they’re going to try to enable your success.

 And I think the biggest issue you need to address right now, the overarching thing that if addressed will make your life easier is…communication.

Chris [9:27 AM] Yeah – you need to have regular check ins with one or two people. It sounds like you might be trying to please too many masters right now

Rahil [9:28 AM] 1:1’s every other week with whatever C level oversees the department. Workflow meetings with (for me it would be sales) to see what’s where and in whose court various balls are.

Chris [9:28 AM] And also, don’t be afraid to let stuff go – trust people below you and take on a little risk.

Maybe you don’t need to review vendor agreements below $15k

The risk is relatively minor if it allows you to be top notch on the important stuff, like getting minutes signed.

David [9:49 AM] Thanks for all the advice guys. I’m going to work out a flow chart and then have a sit down with my boss and try to sort this out.

Rahil [9:49 AM] Good luck!

Chris [9:50 AM] It can only help – if nothing else it at least shows that you care, and can problem solve.

David [9:51 AM] Agreed, feel a lot better after speaking with you guys

Update: More in-house members chimed in. Read Part 2 of A Noob Lawyer’s Guide To Being General Counsel here.

FYI – This doesn’t just happen in the in-house channel either. The same thing happens in solo, IP, criminal, etc. If you need a community of lawyers helping lawyers, then join LawyerSmack.

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