If you work as a corporate lawyer at a law firm, you aren’t usually making distinctions between legal issues and business issues. There are just issues. You spot all of the potential ones that you can come up with (hoping to God that those are most of the ones out there), share them with your client, and your client decides how to proceed from there.
If you work as corporate lawyer at a company, you need to keep these two types of issues straight for a couple of reasons. First, the type of issue you’re dealing with will determine how much authority you have on the matter. Your authority on a legal issue? A respectable amount. Your authority on a business issue? Diddly squat. If even that much.
Second, it’s important that you know the difference because, a lot of the time, your business people won’t have a clue. Especially some of the more junior-level people. And it’s your pleasant duty to inform them…
Holiday season is in full blast now, so what better time to discuss traditional end-of-year topics like performance reviews, gifting at the office, and what it’s like to advise business clients. Okay, so maybe that last one’s not quite the merrily common topic at around this time. But I’m already getting weary of all this have a happy holiday however it is you celebrate, and here are also some brand-spanking new year wishes thing, so bah. This is what we’re talking about today.
How companies expect their lawyers to advise them differs among companies. If you’re lucky, you work among people who appreciate and value lawyers for both their legal advice and their business sensibilities. (And if you’re really lucky, among people who are strangely okay with you blogging on an occasionally gossipy legal news site.) Business people who listen to your legal and business advice may respect that you work across several business units and get to see stuff that the individual groups don’t. Or they may just blindly trust you. That works too (for you).
At other companies, business people just want the in-house lawyer to stay focused on talking about legal issues and only legal issues, and don’t want to hear about any of the non-legal perspectives the lawyer may have to offer. And of course, there are other business people who don’t even really care for listening to any of the legal stuff (this may pose a bit of a problem if lawsuits or jail are some of the things they are interested in avoiding).
To be fair, the level of appreciation that business people have for their counsel’s advice, whether legal or non-legal, depends a lot on the individual lawyer’s capabilities….
Business relationships are kind of like marriages. In the beginning, everyone’s excited, and life is fresh and full of promise. “Things are really going to change around here,” you think. You know that you’re going to need to make some adjustments, some compromises, but it’s all going to be worth it. You ignore small warning signs, such as the fact that your partner sometimes seems to spend a lot on discretionary items. (But at least he only bought nine pairs of Prada shoes during the trip to Italy instead of the 23 he really wanted.)
Then, as you settle into a routine, you may find that, well… things aren’t exactly as you had expected. There are minor annoyances — things that make working together take more time, communication, and effort than you had thought.
And unfortunately, like some marriages, one or more parties figure out that the benefits of the relationship don’t outweigh the negatives, and decide to part ways. You decide that 18,000 pairs of designer shoes is definitely an indication of a problem. Sometimes, the decision to separate is fairly mutual. Other times, one partner is desperately clawing out from under a pile of fancy footwear that the other only continues to build up.
Also like many marriages, at the start of the business relationship, nobody wants to think about how it will end. Ninety-nine percent of engaged couples won’t touch a prenuptial agreement with a ten-foot pole because they absolutely KNOW that they’re truly in love, and no way are they in the group of the more than 50% of married couples who will part before death.
Similarly, nobody likes to think about the business “prenup” (i.e., the termination/transition provisions in a contract) for more than a few microseconds. For example, there’s the uber-lazy version of a catchall survival provision that makes it into some contracts. It basically says as follows: “Everything in this agreement that’s intended to survive termination will survive”….
In Feeling the Kumbaya (Part I), we looked at how different the perspectives of business clients and in-house lawyers can be. Below are a few techniques that have helped me and my clients to feel the Kumbaya for each other (or at least have helped them to not think I’m only a total loser who has nothing better to do than change all of the commas in a list after a colon to semicolons).
Prioritize. I used to suspect that there was something about going in-house that made perfectly good law firm attorneys develop permanent amnesia when it came to good drafting. It was the strangest thing. Even my husband, a supposedly respectable corporate law firm attorney, after going in-house, suddenly started to let minor errors appear in his emails. My judgment of him was quick and deliberate. He would sometimes mistakenly use “there” instead of “their,” for God’s sakes! What lawyer does that?
Jiminy jillickers! ATL editors are going all over the place over the next month or so. Or at least all over the Eastern Seaboard. If we aren’t heading to your neck of the woods on these trips, never fear, we may hit you up on the next time around. We’ve already hit up Houston, Chicago, Seattle, San Francisco, and Los Angeles in the past year.
Kinney Recruiting’sEvan Jowers is currently in Hong Kong for client meetings and still has a few slots available through October 22. Evan will also be in Hong Kong November 14 to December 15. Further, Robert Kinney has been in Frankfurt and Munich this week and is available for meetings with our Germany based readers.
One of our key law firm clients has referred us to one of their important clients in the US, Europe and China – a leading global technology supplier for the auto industry – in order to handle their search for a new Asia General Counsel and Asia Chief Compliance Officer.
Kinney is exclusively handling this in-house search.
This position will have a lot of responsibility and include supervision of eight attorneys underneath them in the Asia in-house team. The new hire will report directly to the global general counsel and global chief compliance officer, who is based in the US. The new hire’s ability to make judgement calls is going to be as important as their technical skill set background.
The position is based in Shanghai and will deal with the company’s operations all over Asia and also in India, including frequent acquisitions in the region.
It is expected that the new hire will come from a top US firm’s Shanghai, Beijing or Hong Kong offices, currently in a top flight corporate practice at the senior associate, counsel or partner level. Of course, the candidate can be currently in a relevant in-house role.
The JOBS Act created new tools for companies to publicly advertise securities deals online. As a result, thousands of new deals have hit the market and hundreds of millions in capital has been raised, spurring a wealth of new business development opportunities for attorneys.
Fund deals, startup capital raises, PIPE deals and loan syndicates are just a handful of the transactions benefiting from the JOBS Act. InvestorID FirmTM is a platform designed to help attorneys equip their clients with the workflow, marketing and compliance tools to publicly solicit a securities offering online. By providing clients with the tools to painlessly navigate the regulatory landscape of general solicitation, InvestorID FirmTM helps attorneys add value above just legal services.
The Jumpstart Our Business Startups Act (JOBS Act) went into effect in 2013 and permits Regulation D offerings of securities to be advertised publicly. This means that funds and companies can now use social media, emails and web sites to market transactions to new “accredited” investors.
However, with these new powers come new pain points. InvestorID FirmTM provides a secure, fully hosted, cloud-based platform with a breadth of tools for your clients, including: