Biglaw, In-House Counsel, Labor / Employment, Litigators, Mergers and Acquisitions

Inside Straight: Does Going In-House Ruin Your Skills?

How going in-house will affect your skills depends on the nature of your in-house position, how your corporation works, and what skills you’re thinking about....

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I’ve recently heard two seemingly related thoughts: (1) lawyers’ legal skills deteriorate when they go in-house and (2) this makes it harder to move back to a law firm.

I doubt that the difficulty in moving from an in-house job to a law firm (if that difficulty exists at all) has anything to do with one’s skills having deteriorated. Although one headhunter recently told me that it’s hard to go back to a firm after you cross the in-house Rubicon, he insisted that was because most in-house lawyers won’t naturally bring a book of business to the firm that hires them. (I stuck the qualifier “most” in there intentionally. Some in-house lawyers move to a firm, bring the corporation’s legal work with them, and do quite well. But that’s not the typical situation.) It’s no surprise that lawyers who bring clients with them find jobs more easily than lawyers who do not. In-house lawyers often can’t guarantee that business will travel with them, so it’s possible that in-house lawyers are less attractive candidates for firms.

But that’s not my main point today. I also don’t agree that moving in-house automatically causes a lawyer’s skills to deteriorate. How going in-house will affect your skills depends on the nature of your in-house position, how your corporation works, and what skills you’re thinking about . . .

Most in-house M&A lawyers probably don’t have to worry about their skills deteriorating over time. Many corporations handle their transactions internally; the in-house lawyers are doing precisely the same job that an outside lawyer would do. The in-house lawyer has the advantage of seeing the deal develop from its embryonic stages and may actually develop a better business sense for deals. To be sure, the in-house lawyer may be working in a single industry or on smaller or less sophisticated transactions (because a single corporation may do only so many multibillion dollar acquisitions in a year). But whether one’s skills deteriorate in that setting depends on what a particular lawyer would otherwise be doing at a firm.

So, too, with in-house employment lawyers. One in-house employment lawyer recently told me that an outside lawyer had solicited business from the in-house person: “You should hire me to negotiate employment contracts with your senior executives.” The in-houser wondered, “Why would I hire you to do that? That’s precisely my job.” So, too, for many issues related to executive comp and the like. Depending on a lawyer’s substantive expertise, an in-house lawyer’s experience (and skills) may be nearly identical to the outside lawyer’s.

Litigation is the one area in which some of an in-house lawyer’s skills may deteriorate over time. If you’re supervising litigation, rather than actually working the cases, you may over time become rusty at depo prep, cross-examining experts, or trying cases. But not all corporations handle litigation that way. Some companies rely on in-house litigation counsel to work cases start to finish, and the corporations retain local counsel only to review briefs before they’re filed and provide guidance on local rules. If you’re taking and defending depositions, working with experts, and trying cases in your in-house role, you surely aren’t losing those skills.

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Moreover, in-house life may cause you to hone certain legal skills to replace any that you lose. In-house lawyers typically work closely with business folks, learn operational skills, and develop a pragmatism that some outside counsel lack.

There are some legal careers that you simply cannot pursue in-house: You cannot work at a corporation and specialize in defending securities fraud cases (because no one company will be hit with enough of those cases to support a full-time in-house lawyer devoted to that specialty). You cannot be an in-house lawyer and specialize in representing debtors in bankruptcy (for obvious reasons). There are surely some exotic corporate transactions that are generally handled by outside lawyers. But many in-house lawyers do work of the same type and quality as lawyers at firms.

There are many reasons why one might prefer life either at a law firm or a corporation, but I wouldn’t fret too much about losing your legal skills if you cross the in-house Rubicon. Jump into that river; the water’s fine!

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) and Inside Straight: Advice About Lawyering, In-House And Out, That Only The Internet Could Provide. You can reach him by email at [email protected].

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