I recently heard a horror story from an in-house lawyer at another corporation. This may not sound like a horror story to someone who works at a law firm, but if you reflect for a minute, you’ll see the birds gathering on the monkey bars in the background.
Three people — one from finance; one from a business unit; and our hero, the lawyer — were speaking on a panel to a couple hundred people in a business unit. The business-unit panelist said something outrageous and brazenly illegal to the assembled group. Assume it was something like, “As you know, we simply ignore that law,” or, “It’s easier to raise prices if we just conspire with the competition.” You get my drift.
Our hero, the lawyer, involuntarily gasped into his (or her) microphone, “My God, Smith, you can’t say that! How many times do I have to tell you?”
Smith looked over, thought for a minute, and said to the assembled crowd: “That’s just Legal.”
How many ways is this bad?
Let me count the ways.
First, Smith personally just doesn’t get it. Obeying the law is a good idea, and, in the long run, it’s good for business. If Smith thinks that it’s optional for the company to obey the law, someone has to sit Smith down for a stern conversation.
Second, if Smith felt comfortable speaking these words to a large group of corporate employees, then the company probably doesn’t get it. If the corporate culture strongly endorsed complying with the law, then no employee would publicly suggest violating the law.
Third, when Smith patronizes the lawyers, Smith conveys to the assembled group that lawyers (and the law) are irrelevant. It’s hard enough to create a spirit of compliance without having business executives affirmatively working against you.
Folks at law firms typically don’t have to worry about their co-workers’ lack of respect for the law. At law firms, law is king; people spend all day, every day, struggling to cause others to comply with the law or to extricate others from missteps. If anyone were to suggest at a law firm that obeying the law is optional, a chorus of voices would rise up to disagree.
For some in-house lawyers, life is different.
It should go without saying — but I’ll say it anyway — that I’m fortunate to work at a place where business units and lawyers work together closely, and legal compliance is a high priority. At other places, however, this simply is not so. Some companies have historically had lax legal functions, and some executives believe their job is to close deals and increase revenue — the law be damned.
If you’re thinking of moving in-house, it’s important to identify potential employers that respect the legal function. But it’s awfully hard to tease out during an interview the truth about a corporation’s legal environment. If you ask a potential employer a blunt question — “Does your company respect its in-house lawyers and obey the law?” — you’ll surely get the predictable answer. You’ll learn only after a few weeks on the new job that you now inhabit the planet of the apes.
Other forms of due diligence may or may not reveal whether a company respects the legal function. A company that has been investigated in the past may have reformed itself and now care deeply about legal compliance. (Or, of course, the past investigation may have been baseless and the company may have agreed to a resolution for reasons largely unrelated to the merits.) Perhaps speaking to people who recently left the company (or the company’s legal department) might yield more revealing information.
If you’ve accepted a job at a company that’s indifferent to the law, you have your work cut out for you. Over time, perhaps you can earn the respect of the businesses. Perhaps you can prove that lawyers can provide helpful insights and that lawyers do not exist merely to torpedo attractive business deals and waste money by hiring outside counsel. But that may be a tough row to hoe, particularly if you’re working with business people who haven’t paid much heed to the law for a very long time.
In any event, newcomers to in-house life should be alert to the issue: Law firms tend to care deeply about the law. Some businesses may care deeply only about the business. If you choose the wrong corporate employer, you might find yourself sitting at a presentation before a business unit some day, vaguely sensing the birds gathering on the monkey bars behind you.
Mark Herrmann is the Vice President and Chief Counsel – Litigation at Aon, the world’s leading provider of risk management services, insurance and reinsurance brokerage, and human capital and management consulting. He is the author of The Curmudgeon’s Guide to Practicing Law (affiliate link). You can reach him by email at [email protected].