March 9, 2018

The Many Roles of Corporate Counsel

What does it take to be a corporate counselor (or in-house lawyer)? A risk manager mixed in with a contract lawyer, a commercial real estate lawyer, an employment lawyer, an insurance lawyer, and a litigator. law school blog. law student blogger |

Happy Friday! It’s been about a month since I wrote about my general first impressions of working in-house, so I thought it’d be fitting to dive back in deeper and give some more insight to those of you who are interested in going this route.

First things first is some vocabulary that I recently learned (because I’m a newbie) about the ranking of in-house. So at the top to the totem pole is the Chief Legal Officer, which would be like a name partner. My company has one but it seems like what he does is less legal and more helping run the company as a CLO. Next is General Counsel, which would be like a partner. It seems that our GC splits his time evenly between handling the heavy-hitting legal complexities (sometimes teaming up with our CLO) and being the “counselor” and company ambassador so a lot of meetings and some traveling. Below GC is Corporate Counsel, sometimes called Assistant GC or Deputy GC, which is like an associate attorney. CC handles almost all of the rest of the legal issues (sometimes teaming up with GC) as well as being there in meetings to offer counsel.
Today’s post is about a day in the life of a CC because although I’m under both the GC and CC and get assignments and meet up with them both, in my position I’m much closer to a CC so that’s all I have experience to talk about (my GC is just a tad too busy to interview for my blog). At first I was going to do this like my previous day-in-the-life posts and show you snapshots into every hour of my workday, but no two days are the same for me. Instead, I decided to clump the parts of my days into the different “hats” you wear as a CC, because there’s definitely a lot.

The know-it all hat

I don’t say know-it-all in the obnoxious 4-year-old way. Every day there’s new court cases, statutes, regulations, executive orders, ordinances, etc. going out and any one of them could impact your company, so it’s your job to try to know about them. Although no one can know everything, ideally you can find out about a new law, know how it’s relevant to your company, decide what your company needs to do or change, and give a quick layman’s explanation of all of these to the relevant leader in the company.

I’m sure there’s paid subscriptions that a real CC can receive to help you stay up on some of this, but I go the free route since I’m just an intern. Believe it or not, theSkimm is actually one of those. If you follow me on Twitter, you may have seen that I try to retweet any Supreme Court decision just to keep y’all in the loop for discussions that may be going on in your classroom. But there’s lots more stuff that’s relevant to our company. So a generic example is that theSkimm has been sharing info about #metoo a lot since it’s a hot topic. People are being fired from their jobs or are being pushed out of their positions, and while a normal person might just be like okay this doesn’t directly affect me, a lawyer would think okay what can I do to make sure we don’t have sexually harassing so we don’t get sued and then maybe look into what updates need to be made in your company’s sexual harassment policy.

The other place I go to is the Practical Law version of WestLaw (on the main page where there’s the search bar, on the left click where the arrow besides WestLaw and it has a drop down menu to take you there). I just stumbled upon this one day at work and honestly it is such a great page for all lawyers. I have their Practitioner Insights for Corporate Counsel saved as a favorite, but they have information for all types of law (I also check out the Employment & Labor tab often). This is a great resource of relevant rulings and changes that you’ll probably want to know.

I check through their Corporate Counsel Analysis and their Corporate Counsel News every morning after I read theSkimm, and then I’ll combine what’s important (if anything) and work to make an update for people as they get to work.

The risk-manager hat

This is probably the biggest role of being a CC, but I listed the other one first for chronological reasons. Risk management is like the know-it-all hat but even bigger. A lot of this is just going to meetings and hearing what people are thinking about, and then speaking up if you think there’s a chance we might get sued or some other risk. So an example would be you’re sitting in on an IT meeting about changing data servers, so you’d want to say okay is what we’re looking at doing as secure as what we’ve been doing because if our customer data gets hacked we could get sued.

As a new person, I’ve found this area the hardest to handle. It’s hard to anticipate risk when you don’t even know what risks there might be (this is definitely something you don’t learn in law school). On top of that, there’s a big risk (ha) if you mess up. If you don’t catch something and then shit goes down and you get sued or something, you’re kinda on the hook for not doing your job. Again, it’s impossible to always anticipate every little risk so you’re given some grace on this, but it’s still the thing that I worry about the most.

The litigator hat

Usually if you’re CC then you’re more on the transactional than litigation side of life, but sometimes you need to sue someone and sometimes someone sues you. On the suing side, what can happen is say someone comes to you and says hey so-and-so vendor is breaking their contract with us. Then it’s up to you to evaluate how bad the breach is and what needs to be done. The key to this is relationships. If you’ve been working with a company for 30 years and they’re a few days late, you’ll probably want to do nothing just to preserve the relationship. If you’re a big company dealing with a smaller company (so you have some power) and the breach is causing problems, maybe you’ll send a demand letter or something to let them know they need to comply with your agreement. If someone is being ridiculous and you have no relationship with them, maybe you file a complaint on them and get ready to fight. A lot of this is the same on the being sued side, in that the relationship you have with someone else can be a big factor on how far and hard you want to defend yourself. I think this is where it’s a little different than typical litigation because if you’re a PI plaintiff’s lawyer then you’re probably not going to care about if the truck driver and car driver are still friends at the end of all this.

Money is another big thing to consider. If someone sues you, you have to decide whether it’d be better to settle and save on defense costs or defend your name at outside counsel’s $1,000/hr rate. On the flip side, if you’re suing someone then you have to balance it out and realize when you’re going to waste more money trying to sue them then the case is worth. But then again with relationships, maybe if someone is blatantly breaching your contract it’s worth it for you to lose money suing them so that other people don’t take advantage of you in the future. I guess this is kinda best described as a “strategic” hat. I won’t even get started on the nuisance lawsuits…

The contract lawyer hat

This is another big part of being a CC. The amount of contracts I review in a day starts to feel like the amount of cases you read in a day in law school (so a lot).  A lot of times I’ll just get a document forwarded it to me and all they say is “please review.” I respond to the email to let them know I saw their request and will work on it, then I ask when they need this back by (sometimes VERY important; if you’re supposed to be shipping goods on the 1st then the contract shouldn’t be sent back to them on the 2nd), and for a little context into what the contract is for. When they get back to me, I’ll right click on the original email from them and either flag it with a due date or still flag it with no date, and then I color code them into “categories.” Right now I have categories for “in-progress” (purple), “waiting on an email response” for after I send a follow up email (orange), and “need a meeting” which I’ll explain in a minute (yellow), or haven’t even started (no color).

If I have no clue what I’m doing, I’ll either ask our lovely Paralegal if we have a template or other document for me to reference or try to find a standard form on WestLaw (I’ve come to love them more than Lexis!) so that I can see what’s normal and what’s not normal in these types of contracts. And if I really don’t know what I’m doing then I always schedule a meeting with our CC to make sure I don’t screw us over.

Mostly what I get is a third-party vendor who has sent someone in some department a contract and that person has sent it to me to review. Again, this goes back to today’s keyword: relationships. If Google sent you a contract and you’re not a huge company on the Fortune 100, then you probably aren’t in the position to make a ton of changes and have them accept them, or if you’ve had the same contract with the same company for 30 years then now’s not the time to come in and ruffle some feathers just because you think we should have an extra 15 days to pay an invoice. In these instances, just look for deal breakers. If you’re on equal terms with the other party, then generally you’ll want to take out any language that’s bad for your company and make it more legal (so a clause that says Company is liable for any and all damages, you’d want to add “caused by their negligence” at the end to make it more fair). If it’s with a company you haven’t done much work with before or if they send over a terrible contract, you “make it bleed” as my boss says and really go to town on it pointing out everything that the person in your company might want to try to negotiate on. Sometimes even the other side’s lawyer will call you and you’ll work through it together explaining why a change should or shouldn’t be made.

Quick lesson on how to redline—
If they send you a PDF (ughhh) then drag and drop it on to your desktop home screen. Then right click and “open with Word.” You’re welcome. Then go through and fix and formatting mix ups that happened when it converted it. In Word, go over and click Review. Click the big Track Changes button and then click Track Changes. Then just edit the document as you want. If you took something out or added something that you later regret, just click the page icon with the red X on it at the top and reject the change to get rid of it.

The commercial real estate hat

This is everything from reviewing proposed broker agreements, leases, and subleases; to drafting leases, subleases, or amendments to those; to checking to see if there’s a problem with a current document. Again, the same principles of contract work apply and you still need to have a focus on the relationship, understand what’s needed, and be time-conscious of any deadlines. It sounds ridiculous but I’ve found it actually helps me to first pull up a Google Street View of the building before I get started so I might notice that it’s a crazy huge building and I’ll ask if we’re subleasing the full thing or just a portion of it and then work that into the paperwork. It also just helps me to have a visual of what I’m working with before I get started. It sounds boring (and ironic because I about died in property) but this is one of the areas that I like the most. So much so that I nicely told my boss to back off the real estate because that’s my domain. I’ve still got a lot to learn but after a few dozen or lease agreements, I feel like it’s not as intimidating as I thought (although I will admit that sometimes it can be very confusing to keep who is the sublessor and who’s the sublessee when you’ve got multiple affiliates of the same company in one lease agreement).

The employment lawyer hat 

This is another big part of being CC (at this point there’s no order to these lists, it’s just how I’m thinking of them haha). You’d be surprised how much goes in to hiring and firing and letting people go on leave. There can be anything to someone violating a non-compete (you’d sue) to accusing you of wrongfully firing them (you’d be sued) to claiming that they were discriminated against (be sued) to releasing confidential information after they’ve left (you sue). You get it, there’s a lot that can go wrong. One more time, in these situations you gotta be thinking about relationships. In some ways you want to protect your reputation as an employer and in other ways you have to make sure you’re not being walked over.

But not all of it involves lawsuits! A lot of this is also just checking to make sure that your policies comply with federal law and the various state laws. Sometimes you’re in the counselor position so if someone asks you “so-and-so wants to take a leave for such-and-such, is this a paid or non-paid leave” so you’d look up the law and cross-reference that with your company policy on that issue if there is one and then get back to them.

The insurance lawyer hat

Most likely you will have an insurance company that covers everything from workers’ comp to products liability and they’ll have their own counsel who handles that. Your job is to meet with them and be involved where you can be. You might do internal discovery for them to help them have a better understanding of the facts or working together to strategize what’s your best move or offering suggestions where you see fit. I got to sit in with on a meeting with our insurance company to review all of our pending cases and then sit through a follow up meeting with our insurance’s OC and it was really eye opening! I liked this in the way that I liked torts my 1L year because almost always the stories are interesting and it’s a fun challenge when you have to decide if a tort really did happen or not and in the way claimed. If I understood strict liability and medical terms more, I think I could really like this, but at this point I don’t know enough so it seems really overwhelming.

The party planner hat

Okay it’s not as exciting as it sounds (although I did get to review a contract for our office Christmas party). This last hat is actually about meetings. As a CC, like half your time is spent in various meetings. This is where it’s a little important to have a fun personality so people don’t feel weird that “legal” is present during the meeting and so we don’t come off like a parent chaperoning the 6th grade dance. But there’s meetings with OC about employment and tort problems, meetings with the higher-ups giving legal updates and counsel, meetings with almost every level of employee giving legal advice, meetings with whoever sent you a document to discuss it.

Okay so that’s enough hats for one day haha! In my last post about CC, I mentioned how in med school you get to try a little of everything before you decide what you want to specialize in and so far I’ve realized working in-house is a little bit like that! I’ve loved getting to experience a little bit of a lot so that now when I say I do or don’t like a certain type of law, I have experience to back that up! If you don’t know what kind of law you want to practice, interning for in-house counsel (even if it’s for free!) has turned out to be a great way for me to narrow down what I want to do with my life.


Post a Comment