Small Law Firms, Solo Practitioners

Why I’m Glad I Chose Corporate

At some point most of us had to answer the question, “Litigation or corporate?” Small-firm columnist Gary J. Ross explains why choosing corporate law was the right decision for him.

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Gary J. Ross

Gary J. Ross

Just like we all have to answer the question, “Should I use the men’s room or the women’s?”, at some point most of us had to answer the question, “Litigation or corporate?”  I went to law school to be like Jack McCoy, but once I compared the ginormous loans I was taking out to a state prosecutor’s salary, I realized I was better off letting Jack do his thing and me do my thing at a law firm.  But what was my thing?  Once I graduated without a job I told firms, “Oh, I’ll do anything!”  Litigation, corporate, mailroom, partner servicing, you name it!  (Oh gosh, what a tramp I was back then!) But no one would accept that answer.  They wanted to know, what’s it going to be punk, litigation or corporate?

As far as I’m concerned, I made the right choice.  Yes, I definitely feel more comfortable using the men’s room.  But perhaps I also made the right choice when I chose corporate law.

Happy clients

In litigation, no one is happy.  I had lunch last week with a fellow SmallLaw practitioner who mentioned that in litigation a retainer is an absolute must, because people are rarely happy in litigation.  Either they’re getting dragged through something they feel is completely groundless and they hate the entire process, or to their mind someone has wronged them and they’re mad as hell.  Even when people win, they know they’re going to have to give a large chunk of their winnings to the lawyer.  (The movies don’t always show that part.)

In corporate, most folks are happy.  The parties are trying to accomplish something, which is a world away from litigation.  Often I hear people describe litigation as “destructive” and corporate as “constructive.”  Sounds right to me.  You still encounter a lot of people looking to screw over others — co-founders, employees, shareholders, you name it — but by and large, everyone involved desires the same outcome.

I don’t have to make indefensible statements

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It’s hard for normal people to do something they don’t believe in.  I might take on the persona of a mercenary from time to time in this space, but the reality is my poker face is terrible and gives me away when I say something I don’t fully buy into.  (Which is part of the reason I struggle with questions like, “Do these pants make me look fat?”)  Litigators are better able to go into a zone in which they’ve come to believe their version of the facts, and they won’t necessarily be all that bothered that their facts don’t quite add up. After all, it’s the judge’s job to figure out what’s what, right?  The litigator plays his role, and the judge plays hers.

In corporate, there is no third party acting as the decider, so the two parties have to work together to come up with something that the lawyers agree reflects the will of the parties. If I have a different interpretation of a contract provision than the person on the other side, then it’s in both of our interests if I speak up, so we can work out any potential misunderstanding and improve the contract to eliminate as much uncertainty as possible.

Client contact

A few special instances aside — patent trolls, for example — most companies are not going to be (and do not wish to be) in constant contact with their litigator.  Whereas whether they’re excited about it or not, they’re in touch with me on an almost-weekly basis, because there’s always some contract that needs reviewing, or a board meeting to prepare for, or a business decision that requires legal input.  A litigator may often have a closer relationship with a client due to a “foxhole mentality” forged in the firefight of high-stakes litigation, but only one person’s still going to be around after the boys of summer have gone….

Deadlines

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Our deadlines are different.  Mainly, they are much more theoretical than they are in litigation.  Good luck planning a vacation around a deal closing.  With few exceptions (e.g., 83(b) elections), our deadlines can and are moved, and it’s rare there’s a serious blow-up over whether to push back a deal closing.  (In larger deals, it tends to be obvious to everyone when the parties aren’t ready.)  There’s no court trying to enforce the original deal timeline the parties drafted.  Whereas with litigation, sure, people extend times to answer and whatnot all the time, but in litigation you run up against far more deadlines that are immovable than you do in corporate law.

Corporate lawyers are smarter and better looking

I mean, obviously.

Closure

One huuuuge reason I went into corporate instead of legal is because I like the sense of having things end, and then moving onto the next thing.  Being able to work on a deal and to have it close in a few months, learning a few lessons, and then going on to the next deal sounded much more appealing than being embroiled in a litigation that could, and likely would, draw out for years and years.  My litigation friends — or rather the ones I had before my smart and good-looking comment — tell me that as a case progresses it goes through different phases, which are somewhat comparable to deals.  But I would still rather have something end, and then have something completely new start.  I figured if I were able to learn something on every deal, maybe in a few years I’d know a few things.  (And that’s exactly how it turned out:  I learned about Flavia, SeamlessWeb, how late I could get a car ride home, etc.)

The answer still isn’t as obvious as the resolution to the men’s room/women’s room conundrum, but looking back on 12 up and down years in law, the fact I’m happy with my profession means I probably made the right choice.

Gary J. Ross opened his own practice, Jackson Ross PLLC, in 2013 after several years in Biglaw and the federal government. Gary handles corporate and securities matters for startups, large and small businesses, private equity funds, and investors in each, and also has a number of non-profit clients. You can reach Gary by email at Gary.Ross@JacksonRossLaw.com.

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