In-House Counsel, Practice Pointers

Moonlighting: Feeling the Kumbaya (Part 1)

So you’ve moved in-house or are planning to go in-house sometime. Be ready to think less like a lawyer.

Business clients think differently. I know, crazy, right? But, seriously, one of the biggest transitions from working as a transactional lawyer at a law firm and moving over to a company is learning to understand the business client’s perspective.

At a law firm, your client is typically another lawyer, whether it’s a senior associate, a partner, or an in-house lawyer. Lawyers hold court at the top of the hierarchy and are assumed valuable until proven otherwise. Legal work reigns supreme.

At a company, your boss will probably be an attorney but, as a transactional in-house attorney, you will most likely consider non-lawyers — people in other areas of the company — to be your clients. Plus, you’ve probably shifted from your law firm throne to mingling as one of the middle-management masses. At a company, mention “legal work” and “supreme” in the same sentence and you’ll get laughed off your middle-management office chair. On the contrary, you may sometimes need to remind business people that you exist (this can be kind of awkward, really) and that you can, you know, maybe provide value once in a while….

At a law firm, the basic expectation can probably be summed up as, “Do it right.” “Do it right” includes (but shall not be limited to) identifying every relevant legal issue, performing the correct legal analyses for each of them, and producing perfectly-drafted documents, without any typos whatsoever. God forbid you spell a company client’s name wrong. (Actually, that is pretty bad; try to avoid that.) From a lawyer’s perspective, if you aren’t going to do it right, then well… that partner probably won’t have anything else for you to work on that week (or ever), but maybe you could check with that other partner waaaay over there.

Of course, it’s not that business clients don’t want things done right. But their basic attitude can probably be summed up as, “Get it done (and it doesn’t really matter how, as long as we don’t end up in trouble).” If you look up “trouble” in the business dictionary, you’ll find the following definition: “(1) losing a lot of money; or (2) ending up in jail.” Business clients focus on results. The contract that you hold near and dear to your heart and ponder in the shower is only one of the many incidental hurdles to be passed before the deal can be completed. So your particular jump need not be Olympic material, it just needs to be good enough to get the hell on over. The business client wants things moving forward.

Twenty-page legal memos provided by law firms that are perfectly researched and proofread give business clients small heart attacks. They prefer a two-page “executive summary” which starts out by telling them that they can go ahead and do whatever it is they’re asking about. They stop reading after that sentence.

It’s usually easier for lawyers to understand expectations of other lawyers. Most of us tend to have some amount of Type A drug in our veins that drives us to things like getting a thrill out of color-coding Bluebooks in law school, incessant checking of Blackberries (even when there’s no little red light blinking), and triple-reading emails (even the ones that are just going to our kid’s soccer coach). This picky nature and wanting to “do it right” also leads to things like heated debates over whether there should be one space or two after a period. Ask a business person whether it’s supposed to be one space or two and they will stare at you in amazement that someone actually has bothered to count the non-space after a period (much less engage in any length of debate over the nothingness).

Let’s take an example. Ms. Lawyer receives a contract prepared by the other side. Ms. Lawyer takes a look and thinks: “This is missing a lot of the standard provisions — do they seriously think we’re not going to notice that there’s no limitation of liability? And it’s overall just badly drafted, so unclear and confusing. My name’s going to be on this thing, so it needs to look polished and professional. I can’t have another lawyer here pick this up and think, ‘Wait, Ms. Lawyer drafted this, really?!’ I sure hope Mr. Business appreciates the extra time and effort I’m going to have to put in for this one to clean it up.”

Mr. Business sees that Ms. Lawyer has made substantial changes and thinks as follows: “What — are all of these changes really necessary? OMG, don’t tell me she really even deleted a second space after a period; I’m not a lawyer, but I’m pretty sure it makes no difference in the grand scheme of this deal. Are all of these other changes ‘important’ like that second period? She obviously needs to get a handle on priorities. I really can’t be wasting time on this stuff.”

As you can guess, these two aren’t exactly feeling the Kumbaya for each other at this point. But to be fair, the examples above aren’t entirely accurate — there are often a few expletives mixed in there on both sides as well.

Hence starts the fun! In the next installment of Moonlighting, we’ll take a look at another example of the disconnect between the perspectives of the lawyer and business client and consider some ways to help bridge the gap.

Susan Moon is an in-house attorney at a travel and hospitality company. Her opinions are her own and not those of her company. Also, the experiences Susan shares may include others’ experiences (many in-house friends insist on offering ideas for the blog). You can reach her at and follow her on Twitter at @SusanMoon.

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