In-House Counsel

The Safety Blanket: The Delicate Co-Dependency Balancing Act Of The In-House Counsel

What happens when someone from the business team treats the legal team like a well-worn blankey...

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It all started when Al had a bad month. No, that’s not quite right. It all started when Al had a really stellar month. One of those months where everything Al did turned to solid gold. So golden, in fact, that Al was swiftly promoted to senior director, saddling him with the dubious distinction of being the youngest person in his department to make that title. No pressure, Al.

Fast forward two years to Al’s really bad month. No, that’s still not right. Go back a quarter to when I inherited Al and his group from an attorney who’d just left. Apparently, Al and the attorney had an understanding. The understanding that neither bothered or consulted the other. Al ran his deals, submitted his executed contracts to the attorney, and went onto the next. The attorney took credit for these deals at our weekly call. And everyone went home happy.

Until our company underwent a transformation of epic proportions, and the scope and breadth of Al’s job changed considerably. So did the attorney’s, which is why he got out when he did. That left me with Al, still the darling of his department. When I called to introduce myself to see how I could support him in his one-man climb to that coveted VP peak, Al told me in no uncertain terms that I was to “stay out of his way.”

Despite these inauspicious beginnings, I did manage to sweet talk Al into at least letting me see his final contracts before he got them inked. Okay, I threatened Al that if he didn’t show me his execution versions, I’d take the matter straight to the GC. You see, I don’t start fights; I finish them. And that’s why I went to law school, friends.

What I soon discovered in that tenuous “getting to know you (and evaluate your unique level of crazy) phase” was that Al tended to trade the long-term outlook for short-term gain. In fact, several of his deals that had made him such a success were some of the reasons the department now struggled to make its budget. They were drowning under escalating volume commitments and penalties for failing to make them. I don’t pretend to be a numbers ninja (another reason I went to law school, friends), but even a reasonable person could see why agreeing to volume commitments for an emerging business unit (where we had little to no data on what our volumes might look like) for over a decade might be unwise.

Back to Al’s bad month. On that first Friday, he called me and told me he’d be sending a contract my way that he intended to get signatures on by 5:00 p.m. (it was 4:40, naturally). On the whole, the contract wasn’t bad, but it did have a volume requirement commitment that I found familiar and disquieting. I flagged it for Al, noting my reservations at signing up for such a long commitment at nearly double the volumes we’d be doing. Al called me on my cell, thanked me for my careful review, and decided to proceed as planned.

The following Wednesday, Al sent me a contract for another vendor. Same deal with a slightly shorter commitment period. Again, I flagged it, and spoke to Al when he called about it. The result was the same.

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But during the third week of that month, our baby bird consultants (who seem to always be roosting in our conference rooms monitoring our productivity and progress), made a PowerPoint presentation to our CFO to highlight opportunities where we could save money. This included not paying penalties to certain over-priced vendors whose products we weren’t buying in the required quantities. This recommendation spurred a call to Legal to confirm the worst (no, we had no viable option for getting out without paying obscene penalty fees). And once that was established, Al was thrust into the spotlight. And not in the good way.

Over the remainder of the month, Al took a real drubbing. At one point, I thought they were going to can Al. But they didn’t fire Al, because they needed Al. They needed Al to go back and re-structure all of his deals. And Al discovered that he needed Legal.

Al became my constant. He started calling every day. He checked in with me before and after negotiations. He solicited my opinions and suggestions on how to frame things with the vendor. At first, I was relieved to be looped in. It made drafting easier… until it didn’t. Until I began to wonder why Al called on every little thing and couldn’t seem to make any decision on his own.

And then it hit me — I’d become Al’s ratty old safety blanket. Despite a somewhat short-sighted approach to volume commitments, Al was actually a really talented business partner. But this experience had rattled him and left him full of doubt (or at least a healthy fear that the CFO would fire him).

After our first restructuring, I thought this need to involve me in every minute detail might abate. But no, Al dragged me in and out of every nuance like that well-worn blankey. I let this go on for one more deal and then I called Al. Or rather, I called Al out. Our conversation was brief as I explained that he needed to pull his head out of his rear orifice and start acting like a senior director. I know you were probably expecting something eloquent and inspiring there. But that wasn’t what Al needed. Al needed to be reminded of who he was.

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Do you think this worked? Not really, no. My inspirational speeches have been known to lack a certain emotional heft. So, I started screening Al’s calls. Answering his emails a little less quickly than my normal pace. And you know what happened? Al let go out of his iron grip on me and started cranking on his deals (minus the heinous volume commitments that got him into trouble in the first place), only looking over his shoulder every so often to make sure I was still there. And you know what I? I was. Still am. And now Al gives me a luxurious 24 hours to review his stuff. Former co-dependency has it perks.

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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