In-House Counsel

Transitioning From Biglaw To In-House For Dummies

Unlike in Biglaw, not everything is a emergency when you're working in-house.

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Unlike in Biglaw, not everything is a emergency when you’re working in-house.

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.

As promised in my introductory column last week, I’m back to wax poetic about transitioning from Biglaw to in-house. You need a few things, mainly (i) a jaw-dropping pay cut, (ii) the best damn poker face this side of Rounders, and (iii) a remedial course on what constitutes an emergency.

Since the first one is depressing and the second one can’t be taught, let us focus our attention on the word “emergency.” According to the Google monster, an emergency is an unforeseen combination of circumstances that calls for immediate action.

When you are a player in the Biglaw matrix, the rationale for why everything is an emergency hinges on the “immediate action” verbiage. If you are charging a client between six and nine hundred bucks an hour, then short of a surgical repair to a vital organ or Hamilton tickets, their emergency trumps whatever you’re doing. Do you think it’s your expert opinion they’re paying for? Of course not. They’re paying for the peace of mind that if something goes sideways, you will find a way to resolve it immediately.

In transitioning to the role of in-house counsel, it took me about six months to recalibrate what constituted an emergency. To a business person, particularly of the sales variety, an emergency ranges from “we need to close this deal tonight or we don’t make our quarterly numbers” to “it’s Tuesday and I don’t want to think about this tomorrow because I have spin class.” And time and time again, as I acclimated, I fell into these three common traps:

EXPIRED MILK: It’s Friday afternoon and you receive an urgent email that requires you to review a 60-page agreement by 5 p.m. Your initial reaction is, how could we not have known about this? And just as you start to sweat and adjust your Friday night takeout plans, you read down the email chain. When did this urgent request arise? Today? Of course not. Yesterday? No way. Chances are that email is at least two weeks ago and your business person has sat on it. Like milk and other perishables, you have to check the date, otherwise you’re going to be drinking bad product. EMERGENCY VERDICT: NOPE NOPE NOPE, OR AT LEAST NOT YOUR EMERGENCY. (Amusing side bar: this slop show practice of forwarding the underlying email is just further proof that your business counterpart would never, in fact, get away with murder. It’s like buying the garbage bags and shovel on a credit card. Who does this?)

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EARTH’S LAST HOPE: It’s Tuesday evening, you’re about to turn in, and your cell is buzzing. A business person needs your eyes on something before a mission critical meeting on Wednesday morning. Stop and ask yourself, did I just get pinged by Armageddon Bruce? In case you’re unfamiliar with Armageddon Bruce, he’s your average, unassuming nice guy turned action hero who is brought in as humanity’s last hope to battle the asteroid hurtling toward Earth. The problem with Armageddon Bruce is you root for him as he brings you his tales of woe and urgency and if you could just help him out on this one thing, a crisis will be averted. And you do this thing for Bruce because you want to save your company from a crisis, right? The problem with Armageddon Bruce is that every crisis is an extinction event as opposed to a piece of siding that fell off the space shuttle and is fluttering toward an uninhabited island and the stupid thing will burn up before it enters Earth’s atmosphere. Armageddon Bruce isn’t a hero. He’s got a good soundtrack but he’s got no sense of scope, which is why when he calls you late night (again) begging you to look at this NDA for some outlandish startup your company would never work with anyway, you should just go back to bed with a clear and untroubled conscience. EMERGENCY VERDICT: PFFFFTTTTT, THIS IS A POORLY MADE FLICK THAT YOU WOULDN’T BE CAUGHT DEAD WATCHING FOR FREE ON AN INTERNATIONAL FLIGHT.

DICKENSIAN DILEMMA. Top brass has impressed upon you that if this deliverable isn’t done by a certain time there will be dire (ill-defined) consequences because you held up the process. So you draft like a monkey on crank and get that term sheet out by midnight and … nothing. You might refresh your email, and when that doesn’t work, you’ll check your internet connection just to make certain your portal is working. You’ll go to bed with that uneasy feeling that you’ll wake to 60 unread emails in your inbox. Nothing. You’ll walk the halls of your office like Will Smith in I am Legend waiting for a term sheet-starved zombie team to pounce, and when that fails, you’ll tempt fate and leave your office door wide open. Crickets. By now you feel like you’ve stumbled upon the lost colony of Roanoke two weeks after everyone left town. Dear reader, have you realized your fatal mistake yet? It’s the day before a long weekend. Or a major holiday. Or a boondoggle in Vegas. Or any date between July 1 and August 31 where the SVP is now in Italy sipping bubbles on his lavishly appointed yacht. You didn’t get the memo? The fire drill was just for you so that the SVP could move it off his plate and onto yours before some magical undisclosed date and time. He was never going to read that deal document at midnight. People have lives after all, right? It can now wait since no one is in the office. EMERGENCY VERDICT: PLEASE. YOU ALREADY KNOW THE ANSWER. THE JOKE IS ON YOU, BOB CRATCHIT.

Once I learned to avoid these traps and focus on the correlation between (i) and (iii), I adjusted my worldview. I took a whopper of a pay cut to go in-house for the promise of a better work-life integration model. That means the definition of what an emergency is has to shift or I continue to work Biglaw hours for in-house money (and while I’m bad at math, I’m not that bad at math).

Occasionally, I’ll encounter an actual unforeseen legal emergency. The difference of whether or not it needs immediate attention is decided by me as the attorney (and only adult in the room). Or I’ll get an immediate action order from someone I can’t turn down. By my calculations, I have enough clout and tenure that there are only about seven people in the company who I can’t say no to at this point. I like those odds. And in any event, it beats sitting around waiting to get smote by an asteroid.

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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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