In-House Counsel

The Doctor Will See You Now -- Juris Doctor, That Is

The ability to put aside your lawyer tactics and do your best shrink impersonation will help you get to a resolution that much faster. 

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Ed. note: Please welcome Kay Thrace to our pages. She will be writing about the ins and outs of her role as in-house counsel.

There are days when it’s a damn good thing I’m a doctor. Alright, a juris doctor. An important distinction, I suppose, if someone were looking for assistance with an emergency tracheotomy on an airplane. But in the context of my job as an in-house counsel, I wear a lot of hats: attorney, referee, hostage negotiator. I may as well add doctor to that list.

Except for the occasional partner questioning what her life had become when she fended off the anesthesiologist with an IV pole rather than surrender her cell during a deal call, my time in Biglaw taught me that generally attorneys keep it together.

As a general rule of practice, Biglaw lawyers do not walk into your office with tales of their kid’s fight at lacrosse practice and ask you whether, in your legal opinion, you think their spawn was in the wrong and whether they have a legal case against the coach. Biglaw lawyers do not drop by and shut your door to ask purely hypothetical questions about the slightly illegal thing they may have done on their neighbors’ lawn after the 4th of July cookout got out of hand.

And above all, Biglaw lawyers do not lose it front of the marks.

In a company such as mine, where sales equal job security, one might question the wisdom then of a much-beloved business partner of mine, who for the sake of anonymity and blandness, we’ll call Don, taking my carefully tracked changes mark-up of an agreement, adding an “NFW” comment (i.e., “no f**king way”) to the draft, and firing it across to the other side with me on the copied.

A few hours later, Don stormed into my office and demanded to know why his counterpart who received the NFW mark-up was such an unreasonable jackass.

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Me (settling in my chair and encouraging him to shut the door): Don, what did you think sending over the NFW comment on the draft would get you?

Don: What do you mean?

Me: Well, did you think writing NFW in the comment box would force a meaningful discussion on price?

Don: Of course not. Don’t be ridiculous.

(At this point, it’s worth noting that Don was looking at me like I was the crazy one.)

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Me: Then why did you do it?

Don: Because I wanted him to know he was being an unreasonable jackass.

Me: (poker face – it’s critical here) And do you think he got that message?

Don: (smirking) Loud and clear.

(In case you’re wondering, this is the point where you start to earn your money as an in-house counsel.)

Me: (smiling placidly) So where do you think we should go from here?

Don: (shifts uncomfortably, finds point above my head and stares at it in effort not to make eye contact, offers no response and changes subject) Did I tell you that someone clipped my Beamer in the parking garage?

Me: Oh, no. That’s awful. Did they leave a note?

Don: Of course not. This whole company is going to hell. It’s illegal to hit someone’s car, right?

Me: Umm, well it’s certainly destruction of your property.

Don: So I could sue?

Me: (Inserts obligatory spiel that I do not represent any one individual of our company, but our company as a whole and I can’t dole out that kind of legal advice, but it would seem to me that as a matter of common sense, if you were able to find the person, you’d file a police report and work it through insurance or something; you know, like a normal person)

Don: Do we have security cameras in the garage?

Me: I’m not sure, you may want to ask the head of facilities.

Don: Aren’t you supposed to know that kind of thing?

Me: (mentally adding “omniscient” to personal development plans and goals for next quarter) In the building, I know we have security personnel and cameras in common areas.

Don: (snorting) Too bad I didn’t park in the lobby. (insert 10-minute side bar by Don as to whether the perp who clipped his car was a millennial or not)

Me: Right? Okay, so back to this agreement. You’ve accomplished your first objective, right? This guy now knows you think he’s a gigantic jackass, so what do you want now?

Don: I want him to cut his margin and come down on the price.

Me: That sounds doable. (leaning forward) Now, how do we get this jackass off the ledge?

Alright, an actual business objective that I can work with that doesn’t involve any working knowledge of security cameras or the ethical nature of millennials. Once Don has verbalized what he actually wants other than to terrorize his good buddy on the other side, we brainstorm a few ways to go about it — and one approach even includes apologizing for the NFW comment. This option is not ultimately selected by Don. Because I’m a lawyer, not a miracle worker.

Dropping an NFW into an otherwise well-mannered mark-up is like defecating in the sandbox. You just don’t do it. Nobody burns this kind of social capital in Biglaw when you don’t have to because you may need it later on. But as an in-house counsel working in the wild, this is more common than you think. And while it may be satisfying to rant and rave at your business partner for behaving like an idiot and defiling your mark-up, it doesn’t get you anywhere. Not anywhere fast.

Sometimes, the role of the in-house lawyer is to untangle the charged emotions from the transaction and parse it into its base components. As simple as that sounds, sometimes the business person is just too close to see it. They’re fed up at being jerked around for the past quarter by the other side. If they don’t close this deal, they don’t make their numbers, and if they don’t make their numbers, maybe they have to cut a head from their team. Or they can’t upgrade their Beamer. Or they’re pissed because someone actually hit their Beamer in the parking garage.

Whatever the reason, the ability to put aside all of your finely honed lawyer tactics for a few minutes and do your best shrink impersonation to listen, really listen to what your business person is actually saying (or not saying) will help you get to a resolution that much faster.

Don eventually got his pricing. Even though he effectively defecated in the sand box, grudges don’t last long in this business. And it’s a good thing, because Andy is in right after Don and he wants to tell me about the jackass over in Finance who won’t authorize this rebate program for him. Oh, and he may have accidentally nudged someone else’s car in the parking lot and could we talk about that? Off the record, of course.

Kay Thrace (not her real name) is a harried in-house counsel at a well-known company that everyone loves to hate. When not scuffing dirt on the sacrosanct line between business and the law, Kay enjoys pub trivia domination and eradicating incorrect usage of the Oxford comma. You can contact her by email at KayThraceATL@gmail.com.

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