In-House Counsel

House Rules: Fear Factor

I had my first biopsy yesterday. Now, I have to wait ten days to hear whether my life will change dramatically, or whether worrying for a week and a half was a waste of time. This is one time I surely won’t mind “negative” feedback.

As I have contemplated this situation, it struck me that fear is an unnecessary component of our work lives from the time we apply to law school. Fear can drive us to obtain top grades, or to over-study for the bar exam, even though we’ve been specifically advised by BAR/BRI — as well as countless other attorneys who’ve been there and who we trust — that you only need to follow the program and you’ll pass. Fear can cause us to take jobs we don’t want because we just need a job, and fear can implicate itself into our daily work routine, so much that we cover our asses out of fear.

The fact is, as attorneys, we’re “maximizers” — folks who know fairly quickly, and usually correctly, that there may be a perfectly good solution to a question, but we can’t stop the obsessive, “What if?!”

Those what-ifs can metastasize into an ungodly blob of fear that resides in the pits of our stomachs. Especially at smaller in-house shops where counsel are expected to know everything all at once. That type of pressure is a breeding ground for all kinds of fear. The best practice when you’re faced with a task of knowing it all is to admit defeat at the outset. You cannot possibly know everything required of you. Your duty is to the company, and to do the best job of which you are capable. Beyond that, have the wisdom to seek assistance, internally or from outside counsel, and to know when to put your foot down and say “enough”….

Dependent upon the higher-ups at your company, making a line in the sand may be a contentious subject. But it inures to your best interests to delineate your limits early and often. Don’t let fear tell you that they’ll just find someone else. The fact is, you were given this opportunity for a host of reasons, not the least of which are your abilities as an attorney. Don’t let fear keep you from pulling the trigger on important decisions. Sure, there may be six, seven or eight figures at stake, but using the judgment that got you the position in the first place ought to give you the solace of making a call when one is needed. Hemming and hawing gets you nowhere, and too much of that will indeed lead to them finding someone else.

You need to realize that you are in a business environment now, not in a firm where all the answers must be covered before advising the client. Your client is the company, and if the company needs to move in a direction yesterday, you need to provide your best answer much quicker than you may be used to. You are going to make mistakes, and some deals will go down the rabbit hole never to be seen again. But your advice will rarely be the sole determinant in success or failure. The business folks usually want to know if they can do something within the bounds of the law, or if something they’re contemplating is appropriate under the strictures of the agreements at issue.

You have the luxury of not worrying about the ultimate success or failure — your concern, rightly placed, is whether the proposed strategies are legal, protect the company, and have a chance of success. Obviously, if a legal aspect of the deal would be dead on arrival, it’s incumbent on you to speak up — vociferously. And if the business side ignores your advice, well, at least you can sleep at night.

These have been a troubling few weeks in the legal world. The demise of Dewey has played out before our eyes. What used to happen behind closed doors before the advent of the internet has been blown wide open. No amount of misinformation on the part of senior management gets past the watchful eyes of those poor folks on the inside. Email tips and information flow in and out of that firm at a second’s notice. And those of us fortunate to have semi-secure positions watch helplessly as the fates of thousands of colleagues in the legal world go down in flames. It causes that pit in your stomach to twinge a bit. And if not kept in check, the fear that resides in all of us maximizers can overflow into our daily work lives.

I don’t mean to sound Pollyanna-ish about Dewey. Plenty of firms and companies have gone away in the short time I have been practicing law. The missteps resulting in closures and dissolutions will always be a part of our profession. There is so very little that we can individually control. At least recognize the fear for what it is, and try your best to keep it in its place.

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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