So you’ve taken a role as in-house counsel – what next?
Last week, Halebury’s Linda Kabi shared her top tips to consider in a new role as sole in-house counsel within an organization. This week sees the second part to her blog and a further handful of useful tips and insight:
Introduce yourself and meet your clients
Send out an e mail to everyone to introduce yourself and set out your stall. It could cover: this is who I am, what I have done, how experienced I am, this is what I am going to be doing, this is how we are going to work together, adding that all legal work is to come through me and please don’t instruct external lawyers without consulting me! The employees won’t necessarily be sure what your role is, even though it seems obvious to you.
On day one, get hold of an organisation chart from HR and fix to meet everyone who looks like they might be an internal client. Certainly all the Heads of Department should be on the list, HR, most of the procurement people and the sales staff too.
An agenda for these meetings might be:
- who are the third parties your department deals with?
- what contracts do we have with them?
- please can I get hold of the original signed contracts (or at least a copy)?
- do we have standard terms and conditions that we use? If so, please give me copies for review.
- what negotiations with third parties are you in at the moment?
- are there any problems with third parties?
- any disputes?
- what are the most pressing legal issues that you are experiencing?
- are there any employee problems?
- are there compliance or regulatory issues?
- what’s gone wrong in the past that I can fix now or prevent happening in the future?
- anything else that is concerning you about your work or the business?
- which, if any, law firms are you using?
The information you receive at these meetings will enable you to start to plan your objectives for your first year in the role.
Find the agreements
An organisation that hasn’t had an in-house lawyer before is unlikely to have a central repository of signed agreements. Naturally you’ll put out an e mail asking for signed agreements to be sent to you but don’t expect to be avalanched with them. I know one new in-houser who wandered around every floor of the offices of her company, asking each person “do you have any signed agreements in your desk drawer?” and this yielded great results.
Once you the signed agreements, you’ll need to go through them. Prepare an Excel spreadsheet listing the parties, the subject matter, the Term, renewal dates and so forth. Check for problems as you go through. It’s not unusual to find an empty schedule where, for example, the service description should be, nor to find that the expiry date and come and gone and no one has thought to extend the agreement, nor to find that only an unsigned draft can be located. Make a “To Do” list to sort out the problems.
External law firms
High on your “To Do” list will be to review the external law firms that the business has been using. Get hold of the invoices from these law firms from the past year as a starting point. What have they been doing for the business? What have they charged? On what basis? Arrange to meet the client relationship partner of each of the firms. Do you rate those firms? Are there personal friendships between members of the firm with senior decision makers in the business? If so, are the relationships too entrenched for you to make changes easily and quickly should you decide to do so? Will you need to bide your time?
Your field of expertise will dictate which area of work currently outsourced to law firms you will pick up and eliminate or reduce substantially that legal spend. Are the other areas of work well served by the firms the business uses? Are they good value for money? At the very least you ought to be able to negotiate better hourly rates, fixed price deals or capped deals with these existing firms.
If you are free to go elsewhere, then I expect you can find better deals with firms you know and like. Alternatively you could do an informal legal procurement exercise, approaching firms with a questionnaire on experience and fees, meeting a shortlist based on their answers, choosing a firm and negotiating rates with two or three of them.
From my experience, sole legal counsel may or may not be given their own departmental budget to manage. A business new to employing in-house lawyers might not, again, have thought of this. You do need, ideally, to draw up and agree a proper annual budget for your fledgling legal department. Start with an interim budget but make it clear to the CFO that you need a few weeks to come up with a definitive budget. Allow yourself time to get to know the business, decide if you need to recruit, how many and at what level so that you can estimate spend, and determine how and by how much you can reduce external legal spend.
Your budget for external lawyers won’t cover new projects that come up or if litigation hits the business unexpectedly. The department promoting the project or affected by the litigation needs to agree to pick up the budget on the relevant external legal spend.
Legal Risk Register
After you’ve been in the business for three months or so, you should have a clear view of the strengths and weaknesses of the organisation. Then it is useful to draw up a legal risk register. Identify all the legal risks you have uncovered, rate their level of seriousness and threat to the business, specify an action plan to eliminate or manage the risk, estimate the cost in so doing, and assign responsibilities to relevant people in the business to work with you on that action plan. This will assist you in agreeing your objectives with your line manager for your first year, something that ought to be done at your three month review meeting. Refer back to the legal risk register at least once a month and update it.
It can be a roller coaster ride but one that’s very stimulating and interesting. You will enhance your experience massively and should become a great deal more than a “pure” lawyer in the process. After a year or so, you’ll expect to be a trusted business adviser. After two years, review your career options. If the business is growing rapidly your role (and department) should be expanding too so stay put. If the business is stable, maybe growing slowly or stagnating, start to consider a move to a new challenge at this point. Take charge of your career destiny. Good luck.
Linda Kabi is a highly experienced telecoms, IT and commercial lawyer and consultant with Halebury. She has 30 years’ experience working primarily in the international telecoms industry, having previously acted as GC at Nowtel. Linda has also worked as a senior lawyer in high-profile tech companies including BT, Inmarsat, Hutchison 3G and Vodafone. This blog was first published on LexisNexis Future of Law: http://blogs.lexisnexis.co.uk/futureoflaw/2015/07/so-youve-taken-a-role-as-a-sole-in-house-counsel-what-next/
Follow Linda on Twitter on @lindakabi
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