HOW GENERAL COUNSELS CAN HELP INTEGRATE LAWYERS FROM PRIVATE PRACTICE TO IN-HOUSE COUNSEL POSITIONS By Lorene Nagata

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1 HOW GENERAL COUNSELS CAN HELP INTEGRATE LAWYERS FROM PRIVATE PRACTICE TO IN-HOUSE COUNSEL POSITIONS By Lorene Nagata Tom the General Counsel at Acme Co had been petitioning senior management for the past 18 months for the authorization to hire another lawyer in his department. It was clear that Tom was overworked - and the outside legal bills were mounting. As a result, management finally gave Tom the go ahead to hire another legal counsel. The GC quickly recruited Jerry, a 3 rd year M&A associate from one of the leading firms in the city. Jerry had come with excellent transactional experience and impressive reviews (had routinely billed hours and received the top end bonus at his firm). Jerry arrived on day one, excited, enthusiastic and raring to go. Hanna, the representative from HR greeted him, showed him to his cubicle, (on the way, pointed out the washroom and cafeteria) and directed him to the supply room where he could get his pens, paper and, of course, post-it-notes. Jerry settled in to his cubicle and, after 15 minutes, decided to explore the floor and find Tom's office. Upon locating it and finding it empty, he was informed by Tom's assistant, Barbera, that he was in back-to-back meetings all day. Jerry left a message with Barbera for Tom asking for work. Just after lunch, Jerry was contacted by Barbera and advised that Tom was very sorry he was so tied up but that he would try to speak to him by day's end. In the interim, Jerry should read recent press releases and marketing material about Acme in order to familiarize himself with the organization. Tom and Jerry eventually did hook up on day 2 and Jerry was given a quick introduction to one of the business groups. He was told that they'd probably have work for him as they will be one of his main client groups. Jerry was indeed given work but with no mentoring, he floundered around for a while, tried to get help from Tom (who's in perpetual meetings), did the best he could in order to meet the deadline and submited a less than stellar piece of work to the business group. As a group, they make a note to avoid Jerry in the future whenever possible After a couple of months of this, Jerry meets up with Tom to resign (he would have resigned earlier if he could have secured an earlier meeting with Tom). He doesn't think in house is for him - his firm is willing to take him back and although the hours in house are more predictable, he's not enjoying it as much as private practice. Tom is shocked - what went wrong? Although you may think that the above example is an extreme case, I have recruited candidates into environments that were not that different. You, as General Counsel / mentor, have a great deal of responsibility when hiring a new lawyer onto your team. How you manage and integrate the candidate may be the difference between developing a mediocre in house counsel versus an excellent one. 1

2 In-house law departments have been steadily expanding since the 1980 s, largely driven by the rising costs of legal services provided by law firms. The practice of law within corporations is different to that of a law firm in a number of key areas - if a candidate has been successful in a law firm setting it does not necessarily mean that they will thrive in house. Identifying these differences are key in determining what skill sets would be best suited for an in house role. Armed with this knowledge before you begin the recruitment process will help to ensure a strong hire and a successful integration of the candidate. This article will set out potential stumbling blocks your new recruit may encounter and how you can manage through them. Integration: One of the first things you should do when a new lawyer joins your team is immediately give them work. This sounds obvious but surprisingly, doesn't always happen. This will help integrate them into the corporation, and make them feel that they are part of the legal team. The most common complaints I receive from new recruits is "the company wasn't prepared for me"; or "there's nothing to do"; or "I was introduced around and then shown to my office - I haven't seen the GC since". Remember that the first few weeks are very important. The candidate may be feeling insecure, uncomfortable and unfamiliar with the surroundings. General Counsel's role: As the General Counsel, you need to dedicate some time during these first few weeks to properly integrate the candidate into the organization. Prior to the candidate starting, you need to inform you legal team and the relevant business groups and prepare work/projects for their first weeks. Once the candidate arrives, you need to take time to properly introduce them to the business teams. "Can we talk?" Communication skills are the cornerstone of any business and legal practice. Recent surveys have suggested that better people management skills are essential for outstanding performance in one's role. 1 The client pool for in-house counsel is often generated by the corporation itself. However, like most law firms, lawyers are expected to initiate and develop business relationships through company social events, breakfast or lunch meetings, or make visits to the person s office to enable them to build their knowledge of the company and clients. 2 With some of your younger recruits, you may find that they have never dealt directly with clients before - they may have only had work delegated from partners. As a result, they may never have had to develop client relationships or to seek out work and develop a practice. Since one of the main measures of success for a legal counsel is if they are able to attract work from the business groups, this is a skill set that is worth spending time developing. 2

3 While good communication with the business groups is essential, an effective law department is also based on solid communication within the legal team. The law departments in larger corporations consist of many non-legal professionals who handle a variety of jobs including legal research, filing, drafting documents, and even running meetings. It will be important for the new recruit to build and nurture these working relationships in order to form the foundation of a successful department. General Counsel's role: As a mentor, you should start by introducing the associate to the business groups with whom they will be spending the most time. 'Market' them to those business groups - eg 'Joan has come from an excellent firm and has had extensive experience drafting and negotiating a wide variety of commercial contracts. We're very pleased to have her join our team.' - so the business groups will know that you are fully behind the hire. If possible, staff them on projects that will introduce them to the business groups - eg training or educational projects. Encourage them to speak with their business groups so they can educate themselves on what the business groups do, what their objectives are and how legal can best assist to provide them with useful, business legal advice. Make sure they understand that the business groups are their clients - it is important that they network and develop strong working relationships with these teams. Avoid becoming the 'bottleneck': A new legal counsel must also be taught that the very thorough 6 page memo that was required in private practice is not longer what is desired in house. The business groups will want definite, short answers to their questions. One legal counsel relayed to me that when she first moved in house, she would provide her clients with a pro vs con answer to their questions, complete with explanations for both. She soon realized that, after about 2 minutes into her explanation, their eyes would glaze over - they were much more interested in a definitive answer than her explanation. In house lawyers need to be decisive and to turn things around quickly. If they are seen as a 'bottleneck', their business groups will soon try to avoid them. This skill set will be developed with experience, but can also be a learned behaviour. General Counsel's role: If you exhibit this skill and set this standard, your team will soon follow your lead. You can teach your new recruit through mentoring and your own practice with the business groups that one can't spend time on a file as one did in private practice. You can teach them how to consider the question of risk when providing legal advice. Part of this will come with experience and by learning more about what is important to the corporation and, culturally, how much risk the corporation is willing to take. If the culture of your organization is a 'risk taking' one versus a conservative one, this is something that should be considered during the recruiting stage. You will need to match the candidate's character with the culture of the corporation. 3

4 Decisiveness: Following on from this point is that the new recruit will have to appreciate that 'the buck stops with their decision' - that is, they will most likely not have a senior partner checking their work and whatever advice the legal counsel gives to the business groups will most likely be acted upon. Some associates - especially the more junior ones - find this an 'uncomfortable' situation to be in, at first. General Counsel's role: As General Counsel, you should build your young counsel's confidence by initially helping them make smart, practical decisions and then standing behind their decisions. Even if they make mistakes, which is bound to happen, you need to continue to support them and assist them in correcting the error. If you chastise them, you will soon develop a legal counsel who is afraid to make any decisions for fear they may be incorrect. Fee earner to cost centre: The new recruit will have to understand that there are a number of changes to the environment and their role. For example, they must realize that they are no longer a fee earner, but rather a cost centre. This will mean that they may be treated differently than they were at their firm. They most likely will not possess the same amount of influence and must realize that they are service providers for other departments within the organization. As well, they may no longer have access to the same number of support staff / resources and therefore, should be prepared to do more administrative / clerical work (eg photocopying, amending documents, arranging meetings, etc) as part of their practice. General Counsel's role: To a certain extent, this understanding can be explored during the recruiting stage. By asking the right questions, you can get a feel for whether the candidate has a reasonable understanding of what their role will be and how it differs from their role as a private practice lawyer. Organize and Prioritize: As well, it will be important that they learn to prioritize and manage their clients' expectations. In their law firm, they may have only had to focus on one or two major transactions at a time. Usually, in house, there will be many more items to deal with, the work will be more varied and the legal counsel may be dealing with many more business groups at the same time. And, of course, one can't hide from those business groups - they will show up in your office. General Counsel's role: You will need to help them learn to prioritize the work, help them gain a greater understanding of the corporation's main objectives and give them the freedom and support to push back on some of the more aggressive departments. In cases 4

5 with particularly difficult departments, you may have to step in and use your senior position to control the situation. Resourcefully independent: A legal counsel from private practice will, most likely, be used to having many sources to draw information from. They will be used to not only looking to partners, but will also have looked to senior associates and their peers when they have a question or are unsure how to proceed with a matter. These resources will probably not be available in house. There will most likely be fewer lawyers and the lawyers there are may have less time to train an associate. The idea of a 'team of lawyers' tackling a project may not exist in house. Likewise, you as their principal may not be as available to mentor them. You should be aware that you will need to put time aside to mentor and train a new recruit. If you are not willing to put this time aside, you risk losing the lawyer or having the counsel get off to a potentially rocky start with your business groups - both of which will come back to haunt you. General Counsel's role: As a GC, you will have to encourage the associate to work more independently and be more resourceful. Depending upon the level of experience and personality type of a candidate, this process may happen over time or may be achieved in one conversation. In either case, it's important that you assure the associate that you are supporting them, and standing behind their decisions. As a manager, you will need to praise them when they do a job well in order to continue to build their confidence and allow them to make mistakes. As well, you should encourage them to widen their network of 'mentors'. Instead of only looking to other lawyers, they should be aware that people in the business groups can also be useful resources. If you know you will only be available for limited mentoring, looking for candidates who are used to working independently and are resourceful during the recruiting process will be important. Your anticipated availability as a manager may also have an effect on the level of candidate you decide to recruit. Develop Business Acumen: The role of legal counsel in a corporation is to provide legal solutions to a business problem. Hence, a combination of business acumen and a solid legal background is the ticket to success to working in-house. The understanding of the organization, ranging from its market/customers, recent acquisitions or dispositions, main services and products, and its present and future objectives are of critical importance. The legal counsel will become most useful to the organization if they are able to look at things from a legal point of view, while taking into consideration the corporation's present goals and its future initiatives. 5

6 The corporate world has an entirely different language of its own, which legal counsel will be obliged to learn. Business clients need legal issues to be addressed in plain English as well as what the business impact of the legal advice will be. Interacting with business professionals and clients in the appropriate language ensures a seamless integration between the legal and business sectors in everything from simple daily dealings to important transactions. 3 General Counsel's role: In order to help counsel, you need to keep your team apprised of the corporation's plans and help them to begin to think more like 'business' people, rather than just lawyers. You should encourage them to spend time with the business groups and participate in internal meetings whenever possible. The Generalist: Usually, the core of every law department is a group of professionals with impeccable and general legal backgrounds. This is contrasted with private legal practitioners who are increasingly recognized for their expertise in a specialized area of law. This highlights one of the main differences between private practice and corporate law departments. Cameron Findlay, Executive Vice President and General Counsel for Aon Corporation, had extensive experience in private practice prior to working as general counsel. He comments, Corporate work tends to require more of a generalist orientation, whereas outside counsels usually need to be more specialized. 4 A week in the life of a corporate lawyer may vary from a securities transaction at the start of the week to addressing a labor law issue at the end. Hence, the ability to work in the general areas of law is imperative to the successful integration into in-house positions. This variety of work requires an in house lawyer to be a multitasker. The workload in a law firm typically consists of a few long-term cases at one given time, while corporate counsel requires the ability to maintain a diverse and dynamic practice. The ebb and flow of a business, unlike a private law firm, invariably allows for questions and problems to surface daily. The variety of both legal and business issues requires multitasking skills as well as efficient problem-solving strategies. As the day progresses and problems arise, the order of priorities may also change many times. General Counsel's role: If the work is going to be varied, you will need to be mindful of this when recruiting - ie you will not want to hire a specialist. After you have hired the counsel, you should encourage the new recruit to sit in on meetings and telephone calls with outside counsel which will expose them to different areas of law. You can also arrange to have regular internal meetings within the legal team in order to exchange legal knowledge. Finally, to help your team stay informed of the ever changing law, you can support and encourage CLE and invite outside counsel in to give seminars on recent changes to specific areas of law. 6

7 Management Skills: In corporations, larger transactions and matters involving specialist advice often require input from external law professionals. The identification, retention and subsequent management of outside counsel are important aspects of the in house counsel's duties. Corporate counsel should therefore be capable of playing the role of a manager, coordinating and overseeing different teams of people to facilitate seamless multi-disciplinary interactions. General Counsel's role: If the new recruit will be responsible for managing outside counsel, it will be important that you recruit a candidate who is organized, confident and personable. This may also affect your decision as to what level of call you recruit - if the candidate will be dealing with senior outside counsel, you probably will need to hire someone with some experience under their belt. Making the transition from private law practice to the legal department of a corporation represents change and adaptation on many fronts. By highlighting and being aware of these differences, you, as General Counsel, can make the integration of new lawyers entering the corporate world as seamless as possible. Although the time within each lawyer s career at which this change is made can vary from as early as the articling process to a mid-career move, the same principles outlined above apply. By spending a relatively small amount of time in managing the transition from private practice to in house, you can increase the chances of having a productive and well integrated addition to your team. Lorene Nagata Lorene Nagata is the Managing Director of NagataConnex Executive Legal Search, a recruiting firm in Toronto specializing in recruiting lawyers. She has been recruiting in the Canadian legal market for over 10 years. 1 Tabalujan, B. What in-house counsel need Lawyers Weekly. 2 Sullivan, V & Tobin,D. How to succeed As An In-House Attorney: Answers to Five Essential Questions Diversity On-line Resource Information Station:DORIS. 3 8 Tips for In-House Counsel. Lucas Group Knowledge Centre: 4 Griffith, C. Is an In-House Position Right for You? General Counsel Consulting. 7