In-House Counsel

Inside Straight: Operationalize This!

You gotta love the reviewer who wrote of my new Inside Straight book: “What John Updike was to the suburbs, Herrmann is to the legal sector.”

Maybe you have to question her sanity, too, but you gotta love her.

Enough of that. Now, back to our regularly scheduled program:

Many lawyers at firms believe that in-house life is like the Elysian Fields — where “life is easiest for men. No snow is there, nor heavy storm, nor ever rain.” And, in some ways, those perceptions are right.

In one sense, however, the outside lawyer has it easy. He tells inside counsel: “The rule is X. Have everyone do X, and you will have complied with the law.” And then he goes back to reading cases.

The in-house lawyer is left with the hard part: How the heck do I get 100,000 employees, in 150 countries around the world, to do X?

In-house lawyers are often asked to operationalize rules, and it’s not always easy . . .

How do we get 100,000 employees to obey a new rule?

We could write a policy.

But no one will know that the policy exists.

We could publish the policy on an internal intranet.

But no one will read it.

We could distribute the policy as an attachment to an e-mail sent to to all employees.

But the e-mails will be deleted unread.

We could summarize the policy in the text of an e-mail, and include the full policy in the attachment.

A few people would read that, but none would remember it.

We could require employees to attend training sessions about the new policy.

Too expensive to do in person.

We could train senior management, and ask senior management to “cascade” the information through the entire workplace.

Some senior managers will do this; others won’t.

We could require employees to take web-based training about the policy.

Ninety percent of employees will take the training; perhaps 70 percent will remember what they were taught.

We could compel people to take annual refresher courses on the policy.

We’ll soon be getting resistance from the business units: Why are we wasting employees’ time?

We could instruct employees that, “if issue X arises, you must consult with the Law Department,” and train only the lawyers.

Issue X will arise, and folks won’t consult.

We could randomly audit whether people are complying with the new rule.

We’ll soon be hearing from finance about this unbudgeted expense.

And that’s the effort required to implement a single new rule or regulation.

Repeat that process for literally thousands of rules governing relationships in the workplace, filing mandatory government reports, handling data, entering business transactions, and all the rest.

You thought that learning the law was hard?

Nothing to it.

How about getting people to know that a rule exists and to obey it?

Life is not always “easiest for men” in-house. Sometimes, in-house life’s an Odyssey.

Mark Herrmann is the Chief Counsel – Litigation and Global Chief Compliance Officer 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

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