Biglaw, In-House Counsel, Litigators, Sarbanes-Oxley / Sarbox / SOX

House Rules: Moving From Litigation to Transactional Work

Ed. note: Welcome to the inaugural installment of House Rules, a column for in-house lawyers by our newest writer, David Mowry. David’s column will appear on Wednesdays.

“I am going in-house.”

When I first said these words to my former law firm colleagues, they connoted a sea change in my career: a coveted position with a prestigious international corporation, no more billable hours, and no more partner pressure.

I am fortunate to practice with smart, engaging, and truly collegial and competent lawyers. And no more billable hours — I do wake up happy every day.

Of course, all good stories must have a conflict; mine was that I was taking a job as a transactional lawyer. I had always viewed transactional work as the “dark side,” and outside of my comfort zone of years in litigation. The more I thought about the transition, however, the more I realized how my perspective as a litigator would serve me well as a contract negotiator….

Coming into my current position, I likely had more experience with negotiation than most of my peers at the firm. Litigation is a constant barrage of negotiation, with judges, opposing counsel, and even clients. Furthermore, having paid my dues as a litigator at two major law firms, I had a great deal of experience in litigating commercial contracts that went “bad”; I saw where the pitfalls were.

As a transactional lawyer, I am now forced to think of these issues up front, before a deal is signed. Litigators have the benefit of hindsight; transactional work must be done with a seer’s perspective.

Litigating is often a game of “catch up and then run as fast as you can.” The transactional side of the coin certainly has time constraints, but the time pressure is fairly predictable, as one can expect the end of each fiscal quarter to be the most harried.

I am also able to “relax” into my tasks more as a transactional lawyer. I am expected to find the right answer and offer the appropriate advice, but I am not receiving phone calls at 5:30 p.m. on Friday looking for a research answer by Monday morning. My organizational skills at triaging litigation matters have served me well; I am able to better handle questions that come at a much quicker pace than if I had never experienced the litigator’s “night sweats.”

I have learned the differences between the revenue building aspects of law firms and being a cost center. In the corporate world, the lawyer is someone who is often viewed as the frustrating “no” person. I have become cognizant of the tensions between members of the sales force, who must rely on commissions, and the Office of General Counsel, where lawyers must be focused on risk avoidance and exposure. Both are sides of the same hand, making it impossible to slap one another, but the dichotomy is very real.

At my former firm, working on a matter for my current employer would have meant focusing my energies on a single issue, or even a small piece of a single issue as part of a litigation team. Now, as Counsel, I am expected to negotiate contracts, handle Human Resources issues, and become fluent in SOX. And because we are a leading technology company, there are sundry IP issues, as well as ensuring at all times that corporate employees act in an ethical manner (which they do).

I really don’t miss law firm life. I learned quite a lot about being a lawyer at those firms, but I also learned that the pyramid scheme that is the law firm model really wasn’t for me. I hope to use this column to give advice for those seeking to go in-house, and to offer whatever tips I can about obtaining business from corporations. I am thrilled to be a part of ATL, as a daily review of the site helps me to stay current with the goings-on in the field around the country.

You can reach me by email at I look forward to hearing from you.

UPDATE (8:00 PM): As some of you have noticed, this post has been adapted from an article previously written for the ACC Docket by David Mowry, a member of the Docket’s editorial board.

After two federal clerkships and several years as a litigator in law firms, David Mowry is happily ensconced as an in-house lawyer at a major technology company. He specializes in commercial leasing transactions, only sometimes misses litigation, and never regrets leaving firm life. You can reach him by email at

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