A few years ago, I asked a client about what he looked for in an in-house counsel and his answer changed how I thought about my job. He told me that he wanted more from his in-house counsel than just legal analysis. To my surprise, he wanted his in-house to provide him with a recommendation as to how the organization should proceed. When I heard this, it dawned on me that if I ever wanted to serve as an in-house counsel, I would have to change the mindset I had developed while serving as an outside counsel. I would need to transition from a role as a legal advisor and become a strategic business partner.
What is the difference between being a legal advisor and a strategic business partner?
A legal advisor oversees the day-to-day operations of the in-house legal department. The in-house legal department is generally responsible for spotting issues, for providing objective legal advice, for drafting and reviewing agreements, and for providing possible solutions to issues important to the organization.
A general counsel, however, must be far more than that. The general counsel must also serve as a strategic business partner committed to the advancement of the organization’s business. What does “strategic” mean and how do you achieve it?
What does it mean to be a “strategic” business partner?
According to Korn Ferry, a global organizational consulting firm, in-house counsel must become more than “just a lawyer” for the organizations they serve. In-house counsel “must develop other attributes, such as greater knowledge of the business. The more attorneys know or learn about an industry, the better they perform as legal and business advisors; they can advise a company in the context of the business issue and are not merely dispensing pure legal advice.” The General Counsel as senior leader: more than “just a lawyer.”
A business partner is someone who works with the other business partners to achieve a common purpose. A strategic business partner, however, is included in executive level conversations about an organization’s future, its mission, goals, and overall strategy goals. The organizational leadership expects a strategic partner to offer recommendations and to help make decisions that will allow the organization to achieve its goals.
How do you become a “strategic” business partner? You must understand the organization and its operations.
You must understand the mission and how to advance that mission.
You must be a good communicator. It helps to understand industry jargon, but you should refrain from using “legalese.”
You should actively work to build relationships with organization leaders. The only way to understand the concerns and priorities of the organization’s senior leaders is to get out there and talk to them. You need to recognize that you cannot render advice in a vacuum. You need to understand the legal issues in the context of the business. Leaders of your organization will want to know what options they have and what risks exist with respect to each of those options. Once they decide what option to choose, they will want your advice as to how to manage the risk associated with the option they selected.
You need to educate leaders throughout the organization about potential legal risk, help those leaders learn to anticipate risk, and to stay alert for possible problems.
Most importantly, you have to understand that business people often do not appreciate lawyers partly because business people sometimes view lawyers as serving a policing function, and not in a collaborating role. If a proposal is not legally permissible or, equally important, ethically desirable, a general counsel must know enough about the organization’s priorities to provide an alternate plan for achieving the desired result.
What are the ethical considerations?
It is your job to, not only help facilitate desired outcomes, but it is also your job to make sure that the organization achieves its objectives in a legal and ethical manner. You have to make sure you are balancing the need to find solutions with the need to provide ethical advice. You are not truly serving the interests of the organization if you are not doing what you can to ensure that the organization is operating legally and in an ethical manner.
You cannot be afraid to tell people what they do not want to hear. Do not overreact and keep things in perspective. Deal with the problem without emotion and do not over-lawyer.
At the end of the day, it is your job as the in-house counsel is to model ethical behavior and to ensure that the ethical considerations are part of any decision.
Today I serve as an in-house counsel. I have served in the in-house counsel role for several years now. Do I still believe that a General Counsel should strive to be more like a strategic business partner than just a legal advisor? Absolutely. Do all General Counsels share my view? Probably not.
In my experience, however, if you want to move in-house, you will do as I did and change your mindset from legal advisor to strategic business partner.
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