I never noticed this before I went in-house, because it never made a difference to me: When you’re an outside litigator, representing corporations in significant disputes, your clients are lawyers.
This may not be true for all outside lawyers. If you’re representing a small business, the business may not have inside counsel, so you may report to the business people. If you’re a transactional lawyer, perhaps your clients are more often business folks. But, as an outside litigator representing big companies, your client contacts are generally lawyers.
This matters. The client contacts have been through four years of college and three years of law school. That may not mean much, but it means something. Tautologically, it means that they’ve had lots of years of formal education. (“If I’m still dumb now, it’s my fault.”) Practically, it means that your client contacts have learned how lawyers think and, to some extent, the words that lawyers use. (When I was outside counsel, not all of my clients knew what an “MDL” was. If the client had the misfortune to be dragged into one of those puppies, I might have spent a little time explaining. But basically all of my client contacts knew what the words “complaint,” or “discovery,” or “summary judgment” meant. We shared a common vocabulary.) And lawyers as a group probably care more about legal issues than non-lawyers do.
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To be sure, outside litigators often work with non-lawyers. We’ve all had to prepare for depositions senior executives who were way too self-assured, or people whose view of the facts wasn’t exactly confirmed by the documents, or witnesses who required a lot of time and effort because they were slightly slow on the uptake. But, as outside counsel litigating cases for big companies, it was typically the in-house lawyers who ultimately supervised and evaluated our work.
Once you move in-house, that is no longer true. We’re the lawyers; our clients are not….
Some business folks are extraordinarily sophisticated or well-versed in the law. Others are not. Some managers graduated from top colleges and spent two years in business school. Others went into business straight from high school and rose meteorically due to their innate aptitude for business. Yet others have little formal education, are currently performing mid-level roles at small business units, and are unlikely ever to advance from there. As an in-house lawyer, you have to be sensitive to your audience when you communicate.
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Among other things, don’t slip into lawyer-speak. Business people want to understand what you’re saying; they won’t be impressed by fancy legal words or doctrines. Write, and speak, comprehensibly.
Many of the business folks are ferociously busy and not particularly interested in the details of your legal problems. Keep that in mind as you communicate. You don’t need an hour-long meeting or a 15-page document to resolve a legal tangent to a business issue.
Be prepared for questions that have nothing to do with what you know. Business folks may not appreciate that you’re an IP lawyer and don’t know anything about securities law. You’re in the law department, so you answer the legal questions. (My father immigrated to the United States from Austria and was fluent in German, French, and English. He served in World War II as a translator, and the Army naturally shipped him off to the South Pacific. When the first group of Japanese prisoners came on board his ship, my father explained to the captain: “German. French. English. A little schoolboy Latin. What do you want me to do?” The captain knew: “You’re the translator. Translate.”)
You’re legal. You answer the legal questions. If you can’t, you’d better be able to explain in plain English why you’ll need to wait for advice from someone else.
(Okay, I won’t leave you hanging: One of the Japanese prisoners spoke English. Dad kept him close.)
Understand that many business folks will have very little appreciation for what you do and may have worked with lawyers only infrequently. Your relationship with those people will be very different from your previous relationship with an in-house lawyer who knew the game. Don’t be arrogant. Don’t be obstructionist. And don’t expect the same level of responsiveness from all business folks that you previously got from lawyers. Doing things on time and right is the name of the game in the private practice of law; that’s pretty much ingrained in every decent lawyer. Not so much so with some business folks. You’d better leave yourself enough time to adjust for late responses, and you’d better put a note on your own calendar to follow up with people to remind them a few days before the deadline they’re supposed to meet.
Having business people as clients can be a refreshing change of pace. It can be educational. But, more than anything else, it’s different.
It’s just one more way that in-house life differs from life at a firm.
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).
You can reach him by email at [email protected].