In-House Counsel

Dealing With a New Business Plan

When the business side changes course, in-house lawyers have to roll with the punches.

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I am now officially on the downside of my 40s. Not a big deal really, but I am definitely not a “kid” anymore. My first official duty in middle age was to mow the grass. As I was going along, minding my business, I rolled over a hive of ground hornets. Eight stings later, and after ibuprofen, a stiff drink and some rest, the trauma ended. I sort of felt the same way about the reaction to last week’s column. For the record, I am not a depressed individual with nothing good to say about the profession. My message was basically an observation of the mess in which we currently find ourselves. And yes, I would advise someone with a choice, not to go to law school right now. If you are enrolled, graduated, employed, working in law, etc., it is what it is. But for those of you contemplating — I am telling you, you’ll work just as hard in a bank, and your paycheck may actually reflect the skills and intelligence required for the job. Oh, and you’ll get to tell lawyers what to do — always fun.

Today I would like to discuss an aspect of in-house life that can be alternately exciting and annoying as all get out: the ever-changing target of a business plan….

When new blood takes over decision-making positions in a corporation there seems to be a requirement that whatever was working before can be improved upon, made more efficient, or “streamlined.” This results in new rollouts, initiatives and training. What it means practically for the lawyers is more work, more to review, more to assimilate into strategies and more to learn. Sometimes these new ideas work, and other times they fall flat. The bottom line is that once you feel you have mastered your job, rest assured that the Lean Six Sigma gurus lie in wait to throw you a sliding curve. Included in this mix is normal attrition through retirement, folks leaving for other positions and general restructuring. The result is a leaner department, with more duties, and less understanding.

The challenge is to grasp the new vogue as quickly as possible. I know several colleagues who joke that new initiatives mean that the ideas have been in the works for some time, and the lawyers were present for none of it. This means that paradigm shifts can take place internally with no legal input. Or, if there has been a lawyer at the table, she was likely the lone voice of reason against a phalanx of motivated individuals who are “just implementing what the CEO wants.” Inevitably, the tide will turn and the corporate ship will begin to sail with the winds of Business-side decision making. Of course, in small law departments, your input may be worth much more, but in large departments, it can be a challenge to have your “wait a minute” opinions heard. There is little that can be done after the fact, but it does not mean that one throws up one’s hands.

Regardless of what the business folks have come up with, it remains your duty to the corporation to help the initiative succeed. Remember that no matter how difficult life seems for you, there is a line of sales people that are also implementing the new strategy, and their jobs really are on the line. It is times like these that I huddle with my clients to assess their needs in the new world. Once I have an understanding of where they are expected to go, I can then turn to my job and see how I can assist. Often there are ways to utilize the new model that the clients haven’t thought of. And rightly so, they’re not lawyers. They are not paid to analyze the picture and see the loopholes, and possible negotiation strengths and weaknesses. That is my job. Regardless of the task at hand, my job is to take a document, deconstruct it in my mind and lay it out piece by piece so that not only is the black letter language intelligible, but the subtext of the document becomes second nature. Once you know the “document” (strategy, initiative, etc.) intimately, you become the resource that you are employed to be. Understanding the 30,000-foot view is fairly simple, knowing where all of the bodies are buried and why is the challenge.

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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 dmowry00@gmail.com.

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