Part I – Advice from the other side: How to be an awesome in-house client

March 8, 2017 | BY SHANNON Q

I’m one of the founders of Simplex Legal, a national firm that provides in-house legal support to businesses.   I’m also not a lawyer (or a “non-lawyer” as we are somewhat comically called in the profession… I mean, really, how many other things am I “not”?). What I am is a business person who has been a consumer of legal services, both in-house and with external counsel, for over 25 years.  Being a non-lawyer business guy who works daily in a law firm has given me a unique perspective. It’s one I’ll try to put to good use by offering some practical advice over two companion pieces.

In this first one, I’ll start by sharing with my business colleagues some observations from our legal staff on what business people can do to be a good internal client.   Why is this important?   Well, aside from the human consideration of working in an environment less plagued by friction, being a good internal client will help your in-house legal resources be focused, effective and less prone to dodge your call.  

Don’t worry; in a subsequent post I’ll switch things around to voice the collective advice of business people about what it takes to be a good in-house lawyer. It should help focus your internal clients, make them more effective and less prone to dodge your call. See, common ground already! Now back to the first topic: how to be a good client.  Here are a few key themes I’ve seen bring efficiency and cooperation between these two groups.

Division of skills and knowledge

You know the business and they know the law.   It’s important though that business people stay involved in the legal conceptual framework.   Be the voice of the business in framing the negotiation of a contract.

Educate your lawyer on what the key priorities and risks of the business are. Tell them what will or won’t work in practice and be forthright in discussing what risks your business will or won’t take. Frame the scope of the deal – is this a minor purchase or sale or a “bet-the-farm” transaction?   And for pity’s sake, make sure the business terms of the deal you made are recorded and accurate!

As tempting as it may be to throw your contract over the wall to legal and walk away, you do this at your own peril.  Your lawyer will review it in a vacuum and will do what lawyers do well – identify risks; every possible one. That will set the stage for an impossible negotiation with your counter party.  

Another key advantage is that communications with your in-house legal advisor to seek legal advice is considered privileged information. Communication of legal advice cannot be compelled by a court of law, which enables a more open discussion between the lawyer and decision-makers contemplating a transaction.

Include them 

This presumes that the better your lawyer knows your business, the better service they will give you; and the less time you will have to spend explaining the nuances of your operations, competitive landscape and value prop.  

The best in-house lawyer I worked with (now one of my business partners) would invite herself to our planning meetings, go for beers with the troops and never turn down an invitation to visit with a customer.  It made for better risk assessment, better alignment between legal negotiations and our market. It also helped break down of that horrid us/them silo that pollutes so many companies.

At the root of this rather glib advice is a serious issue. Legal resources are expensive and finite in capacity.  Their misuse incurs unnecessary risk, cost and frustration.  A few common-sense measures will go a long way to remedy this.

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