In-House Counsel

The Importance Of A Proper Arch-Nemesis For In-House Counsel

Become credible, and no one can take that away from you -- not even your legal arch-nemesis.

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Every hero needs one. Sherlock had Moriarty. Professor X had Magneto. Clarice had Dr. Lecter. And I, dear readers, had the Mustachioed Mullet.

During my first year in-house, I found myself sucked into a fast-moving, highly visible deal. I had three days’ notice before our potential partners invaded (and yes, I know three days is a lifetime in Biglaw), and I spent that time preparing the agreement and aligning with the business leads on the commercial issues.

I rolled up to the meeting that day with a bounce in my step and my color-coordinated tabbed notes (some Biglaw habits die hard, friends) and stopped in my mid-morning whistle when I saw our potential partners. Certain that I’d wandered into a casting call for a Miami Vice reboot, my eyes flicked around the room taking in the sassy palmetto-print button downs and wondering how they’d managed to sneak such large quantities of — what appeared to be — highly flammable hair pomade onto the airplane without triggering some sort of TSA lockdown protocol.

The apparent leader of this Jimmy Buffet cover band turned manufacturers sported an artfully lacquered mullet and an honest-to-goodness Magnum PI mustache. With the predatory grace of a lifelong sales guy, he offered me a blindingly white smile and said, “You must be the lawyer.” This was, in fact, brilliant deduction work on his part since I was the only person with lady parts scheduled to attend the negotiation. Several minutes of awkward small talk commenced while I tried, and failed, to identify the attorney among them. After a while, I worried that they’d forgotten their attorney in Margaritaville or killed him and melted his body down into the tallow required to make the world’s only soylent green-based hair care product.

Eventually my guys arrived and everyone was introduced around, including the beautifully coiffed ringleader who was not the head sales guy, but the attorney. Trevor “But You Can Call Me, Trev, All My Friends Do” Landry.

Spoiler alert: Trev and I were not going to be friends. We were not going to stay up late watching The Paper Chase. I was not going to braid friendship ribbons into his mullet while he shared the secret of the world’s best home teeth whitener kit. We weren’t going to be friends because Trev was going to spend the next three days destroying me in negotiations.

It started during the introductions when Trev, instead of stating his name, rank, and years at the company, launched into his carefully prepared, but oh-so-charming origin story of starting his career at the company as a humble line worker in his teens and steadily rising up the managerial ranks as a young man and taking a scant two years off to get his law degree at night. Thereafter, whenever Trev spoke about manufacturing, he spoke from a position of authority and experience. Trev didn’t just represent the company, he was the company. He was one of them. His business people loved him for it. And so did mine.

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I sat there dumbstruck as my business people folded like cheap card tables and fawned over Trev and his perfectly reasonable suggestions to make a few adjustments here and there on minimum order requirements and epidemic faults. Before I knew it, our partnership looked more like a hostile takeover. Trev never made an overt move to discredit me, but had a delightfully underhanded way of calling attention to my lack of practical experience when discussing silly little things like indemnification and liability caps. And to add insult to injury, just as they were leaving, Trev thanked me profusely for my flexibility in our new partnership and told me if I had any trouble tracking down signatories on his end, he’d put his best secretary back home on it. Arch-freaking-nemesis.

I know what you’re thinking. And no, I did not kill Trev and melt his body down for tallow. Tempting as it was.

Instead, I’d retreated to my lawyer cave to reflect on my mistakes (we don’t brood, we ruminate and reflect, but never brood). I realized that it wasn’t a matter of being prepared. I was prepared. I knew the docs inside out. I understood exactly what my business leads wanted. But I wasn’t credible. Not when compared to the Mustachioed Mullet.

This is the part of the story where our hero realizes she’s had her ass handed to her, there’s work to be done, and the musical montage kicks in. So as the opening strains of “Won’t Get Fooled Again” played, I regrouped and took my first plant tour. I attended seminars on manufacturing trends. I went out for beers with the manufacturing guys and listened rapt while they explained BOMs and BUMs and Incoterms. Damnit, I learned Incoterms. I showed up at their meetings and trainings and happy hours until their pain points on the lines and the operational inefficiencies that caused excess and obsolete materials were my own aches and pains. And in doing so, I fell in deep, deep admiration of that side of our business. It wasn’t even about Trev anymore. I’d found my calling.

A few years after our first negotiation, our companies did another deal together and the Mustachioed Mullet was now an SVP, the grand tanned poohbah of Legal Affairs. When I saw him, I shook his hand and greeted him warmly as Trev. Because that’s what friends do. And calling him the Mustachioed Mullet to his face, while hilarious, seemed ultimately counter-productive.

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This time, when I met my arch-nemesis in battle, I held my own. I didn’t convince or sway Trev on latent defects or apportionment of risk. I didn’t have to. My business leads stayed with me and held the line on buffer stock requirements because I didn’t sound like a hapless idiot anymore. You see, I’d put in my time and learned the business. I was credible and no one was going to take that away from me.

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 or follow her on Twitter @KayThrace.

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