How to Advance Your In-House Legal Career

Many factors can affect the trajectory of an in-house career: competency, good business judgment, political savvy, personal branding, timing and luck are a just a few.  Some of these factors are beyond the control of any lawyer.  But there are concrete steps that lawyers can take to improve the chances of advancing their in-house careers and becoming the General Counsel of a thriving enterprise. Even if you have already reached this prestigious position, these factors will continue to play a key role as you act to reach your next professional goal.

Diversify Substantive Experience
           
There are very few “specialists” who rise to the level of General Counsel.  Even in technology companies, where intellectual property asset protection is of vital importance, most companies seek a “generalist” as their Chief Legal Officer.  The vast majority of General Counsel searches that we conduct focus on candidates who are capable of delivering high level legal services across a broad substantive spectrum.  A few include general corporate, securities, corporate governance, licensing, general transactional, M&A, litigation management and labor and employment.

Often, companies will seek candidates who have industry specific experience within this broad substantive range, but rarely will a company hire a General Counsel whose professional experience is substantively deficient in corporate governance, securities, or general transactional work.  The current “hyper-compliance” regulatory environment has created a de facto requirement that a General Counsel be fully conversant with securities regulatory and Sarbanes Oxley governance issues.  This is the standard for public companies, but private companies often require a similar background.  This raises the question: “If my experience is deficient in one or more of these key areas, what changes are necessary to increase my marketability?”

Start early.  Young lawyers who think they might one day go in-house should diversify their experience as soon as possible.  For associates in law firms, gaining exposure to as many types of corporate and transactional matters as the firm will allow is critical.  For litigation associates who want to go in-house, we recommend transferring out of litigation and into a transaction practice.  Very few litigators are able to make the transition to an in-house position that will lead to a General Counsel role.

The most common problem we see confronting ambitious in house lawyers in the Bay Area is the situation of the mid-level technology transactions lawyer with little or no securities and corporate governance experience.  What do these attorneys (and others similarly situated) need to do in order to gain this important experience?  Unfortunately, there are no silver bullet solutions.  Still, there are strategies an in-house lawyer can implement to increase his/her securities and governance experience.

Exposure to securities disclosure and governance issues is not likely to fall out of the sky and into your lap.  In-house lawyers need to assess the structural gaps within the company’s legal department and volunteer to fill those gaps.  For example, there is some natural overlap between licensing and financial disclosure issues, particularly where revenue recognition questions arise.  Also, in connection with due diligence in the merger and acquisition context, in-house licensing lawyers can expand the scope of their contribution beyond classic “sales support.”  There is less opportunity to cross sell your licensing skills to the corporate governance function, but once you demonstrate the ability to provide cross-functional support, the chances of getting pulled into governance issues will only increase.  There may also be a lawyer in your legal department who is solely responsible for securities and governance issues.  See if this colleague would be willing to participate in “mutual cross-training” so that both of you can broaden and diversify your experience.   Finally, make a frank assessment of the political climate within your legal department.  If you think you can go to your boss and make a case for a formal restructuring of your responsibilities, then do so.  In the end, if you wish to get to the “C” level, you will need this additional substantive experience.

Managing Internal Client Relations

Once they make the move to in-house, many lawyers think of the company’s management team as their “employer” and not as their “client.”  This is a mistake.  It is crucial for in-house lawyers to develop client-based relationships with all levels of management within the company and to nurture and cultivate those relationships, just as you would if you were attempting to develop a book of business in a law firm.  To this end, it is important to build cross-functional client relationships within the company.  Move beyond the people that you deal with everyday and attempt to add value and support to other members of the management team.  It’s also important to heighten your visibility with the Board of Directors. When possible, try to get “face time” with this group.  This will give you an opportunity to shine in front of other influential executives in the business community.

It is also critically important to treat everyone in the “chain of command” with respect.  Today’s Assistant Controller is tomorrow’s Chief Financial Officer.  There is a strong temptation in every organization to focus on supporting top-level decision makers only and thereby attempting to associate your own status with that of the senior managers.  If this effort is made at the expense of lower level managers or staff members, then the potential for professional failure looms large.  We conducted a General Counsel search where the administrative assistant to the CFO sabotaged a candidate because of a negative working experience she had with this candidate at another company.  The candidate made the classic mistake: he treated lower level employees like they were lower level employees.  The legal and business community is very small (and getting smaller).  Don’t take for granted the importance of treating everyone with respect.  Not doing so could place your future career options at risk.

Develop Business Literacy

The conventional wisdom has always held that good business judgment is one of those human qualities, like leadership, that is subjective in nature, ineffable, and a product of natural endowment and depth of experience. You either have it, or you don’t. Not true. Good business judgment can be acquired (even quite early in a career), but it is based on developing fundamental business literacy.

At its most elementary, good business judgment requires the lawyer to understand the business context within which legal advice is delivered. And, what is context other than the basic facts that define the client’s enterprise? Comprehension of these facts will go a long way towards making a lawyer business literate. Below is a list of questions that every lawyer should be able to intelligently answer concerning their client’s business:

  1. What are the company’s annual revenues?
  2. What are the company’s profits (losses)?
  3. What are the company’s (if publicly traded) earnings per share?
  4. What are the company’s gross margins?
  5. If publicly traded, how many shares are outstanding?
  6. Who are the company’s biggest shareholders?
  7. How much, if any, debt is outstanding? Is it convertible? When is it due?
  8. How much of the company’s sales are domestic? How much international?
  9. What kind of customers does the company sell to?
  10. Who are the company’s biggest customers?
  11. Are the company’s sales subject to seasonal cycles?
  12. How does the company sell its products (direct sales? distribution channels?)
  13. Are the company’s non-exempt employees unionized?
  14. How long are the company’s product life cycles?
  15. Who are the company’s most significant competitors?
  16. Does the company rely on technological advantages or price competitiveness (or both) to lure customers?
  17. What are the company’s most significant expense items (raw materials? labor? research and development?)
  18. How much do the company’s products cost?
  19. How big is the company’s patent portfolio and what, in general terms, is its composition?
  20. How many employees does the company have?


Notice what is not on this list.  Establishing business literacy does not involve mastering the glossary of management-speak. It isn’t about throwing around terms like “enterprise resource planning,” “talent multipliers,” “demand-side innovation,” or “performance anatomy.” An in –house lawyer must master the nuts and bolts that drive the business. While most of these questions may seem pretty basic, we can assure you, that after more than twenty years of interviewing and screening candidates, we have found a shockingly large percentage of perfectly capable lawyers can not answer a majority of these questions. Typically, and especially for more junior lawyers, mastering these facts is not part of any given assignment; and, hence, rarely is it part of a young lawyer’s training. As a result, many young lawyers never take the time, or demonstrate an inclination to try to understand their clients’ businesses. But as a legal career evolves, the development of business literacy becomes a crucial component of success. Clients will expect that the legal advice they receive reflect a comprehension of the business context within which they themselves operate. Fortunately, no special qualifications are required to achieve this business literacy. You don’t need an MBA and you don’t need to be an accountant. You just need to spend the time to direct your lawyerly curiosity towards the business.

Risk Analysis

In-house lawyers are routinely asked to assess the legal risks associated with pursuing certain business initiatives.  The quality of the tools that an in-house lawyer brings to this exercise will determine in large measure success or failure (of both the business initiative under discussion and the lawyer’s own career prospects).  The business literacy previously discussed is crucial to effective risk analysis, but so is the manner in which the lawyer communicates the results of the analysis.


Overly analytical and abstract risk analysis, no matter how “airtight,” is not likely to deliver the right message.  In-house lawyers must project an appreciation for the broader business objectives when providing their legal advice as well as an open-mindedness and ability to work collaboratively with business executives to find a solution to a legal question.  The question business executives ask is “How can it be done (legally)? Not “Is this Legal?” Also, in-house lawyers must pick their battles.  Not every legal risk is worth avoiding, and not every business risk is worth taking.  It is important for in-house lawyers to perform “reality checks” when doing risk assessment.  This should often include soliciting input from other members of the management team and outside counsel.  You do not get extra points for performing legal risk analysis all by yourself.  Expanding the scope of your inquiry beyond the discrete legal issues involved may help you to discover that the risk analysis you confront has been faced by others.  You may learn from their experience.

Board Presence

Whether you are already a General Counsel or aspire to be one, “board presence” is a must for both the rising and successful executive.

General Counsels, for better of worse, have significantly more exposure to the board room today than they did in the days before Sarbanes Oxley.  Individual board members are much more sensitive to potential personal civil and criminal liability and are taking a more active role in the General Counsel selection process.  What do they look for in a General Counsel?

Board members seek reassurance from their General Counsels that they and the company will be kept out of legal trouble.  Reassurance is grounded in three qualities: substantive competency, self-confidence and effective presentation skills.  The good news is that with some practice, in-house lawyers who seek advancement can improve in all three of these areas.  Making a presentation to the Board provides you with an opportunity to demonstrate all the qualities that will instill respect and confidence in you from the executives.  As you prepare for this event, keep these simple facts in mind:

  1. Most board members are not lawyers and will not respond positively to legal jargon.  Lawyers must work on explaining complex legal issues in simple terms without being or appearing condescending.
  2. Board members tend to be successful business people in their own right and they will apply high standards in evaluating your performance.  Therefore, be prepared.  Have the detailed knowledge and understanding of all the issues you will be discussing.  Board members will usually ask questions and will expect thoughtful, knowledgeable responses that demonstrate that you “know your stuff.”  Also, practice your presentations in front of other sophisticated business people.  Make sure you have a handle on the organization, content and tone of the presentation.
  3. Be decisive.  Lawyers often become mired in “on the one hand and on the other hand” type of analysis.  This style can compromise your credibility; suggesting that you don’t have the confidence to stand by your recommendation.  Speak clearly, draw conclusions and make concrete recommendations.

Develop and Promote Your Personal Brand

A “personal brand” consists of your reputation and how people perceive you.  Everyone has a personal brand.  However, most people either have no idea or an incorrect idea of how they are perceived.  Practically speaking, perception is reality and it is crucial that your colleagues and community have a positive perception of you if you are to succeed in the business world.

It’s important to understand how people truly view you.  Do people see you as reliable, approachable, hardworking, intelligent and friendly? Or do they see you as having a bad temper, overly political or lazy? Do other executives at the company know who you are? Do people come to you for advice and if so, do they take it?  The best way to determine your reputation is to ask those with whom you work and interact.  Create a safe environment for the discussion and don’t get defensive.  Once you have gathered their perceptions, you’ll have a foundation of personal brand building to work from.

Next, make a conscious decision about how you want to define your personal brand.  The best way to do this is to understand your values and goals and write them down.  Determine the qualities you’ve observed throughout your career that have been admired and rewarded and set a course to implement the qualities that align with your values.  In addition, make a list of people you’ll want to meet and interact with more frequently and/or differently. Finally, develop a strategy to promote your brand in a way that reinforces how you want to be perceived.

Remember that this is a continuous process.  No matter what level you are or achieve in your career, continue to ask for feedback to ensure you stay on track.

Networking

The market reality is that you will probably not become the General Counsel of the company where you are presently working.  Internal promotions are the exception.  The likelihood is that if you become a General Counsel it will be through a lateral move to a different company.  Many of those positions are filled by established search firms so building strong relationships with one or more legal recruiters who are active in the in-house market is a smart move.  For the General Counsel jobs that are filled by companies without the benefit of a search firm, these companies rely on networking with lawyers, business executives and Board members to find their next General Counsel.  You’ll want to be the first person that comes to mind when these people are tapped for a recommendation.

Effective networking is marked by perseverance, perseverance and more perseverance.  Most lawyers network to an artificially limited audience.  The temptation is to only network through acquaintances and colleagues who you know well and who represent a low risk of rejection or avoidance.  This is a mistake.  You should cast a wide net and make sure to include as many business people as you can.  This would include former executives and board members who you may have worked with, even if your exposure to them was brief.  Outside counsel is also a very effective networking group.  They work closely with a number of companies at once and are well-integrated in the corporate community.  They also have the most direct financial incentive to help you.  Don’t forget venture capitalists, community leaders, and even purely personal acquaintances.  You never know which call may lead to pay dirt.

Joining organizations is also imperative.  The problem won’t be in finding them; it will be in choosing among them.  Try to branch out beyond the purely legal forums to other organizations that will have more business people in attendance.  Schmoozing at these events is something of an art form—too little makes it a waste, too much turns people off.  It is always best to attend with someone else so that it’s easier to break into conversations and help each other with introductions.

Conclusion

Making it to the top of one’s profession is not easy.  But investing in qualities and skills such as competency, good business judgment, political savvy, personal branding and networking will help you create your own luck to reach your career goals. 

Jon Esher and Julie Brush are the Co-Founders of Solutus Legal Search (www.solutuslegal.com), the premiere legal search firm in California specializing in the placement of lawyers in corporations and law firms.  They can be reached at jon@solutuslegal.com and julieq@solutuslegal.com.

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