January 13, 2014 Articles

Making the Transition to In-House Counsel: Pointers for Success

Advice from someone who has made the move.

By Dan Cotter

The goal for many lawyers, new and more seasoned, is to move in-house. There are benefits and the experience can be very rewarding. The goal of this article is to give the aspirant some pointers for success, from someone who has now made the transition from private practice twice in his career, once early on and once recently.

Focused Versus the “Generalist”
Just as there are firms of all sizes, from the mega to the solo, corporate law departments vary in size from one attorney on the payroll to numerous legal departments dedicated to various practices relevant to the business. Most attorneys in private practice who are not solo attorneys have a focused practice. You might be an attorney focused on the Employee Retirement Income Security Act, a trial lawyer, or a real-estate practitioner. Law firms generally are set up by practice area and lawyers focus in a particular area such as litigation, landlord-tenant, etc. (In Illinois as well as many other jurisdictions, you cannot refer to yourself as a specialist.)

In-house practice more than likely will be different from firm practice. Some of the larger corporate general-counsel offices have defined practice areas to some degree; however, most law departments are not as structured. Be prepared to answer a wide variety of questions about a broad range of topics. The business people at the corporation see you as a lawyer and an advisor. They do not consider that you have a particular focus.

This mix of legal questions is both exciting and nerve-wracking when you first make the transition. A question on an employment situation? Yikes, what do you know about employment? Build a network—you will need it (see below).

The variety of issues a general counsel and other in-house lawyers see can be diverse. One day, you might be drafting a Form 8-K for filing with the Securities and Exchange Commission if your employer is publicly traded. Later that day, you could receive information that an employment situation requires immediate attention. And then, the CEO comes in and tells you that a letter of intent needs to get drafted immediately for a pending transaction.

Try from an early point in your career (i.e., from day one) to get as wide a knowledge base as might be possible even if focused on a particular practice area at the firm. Have a mental picture of a quiver on your back. Put as many arrows in that quiver as you can. Learn about as many things as you can. For example, if you are a mergers-and-acquisitions lawyer in private practice, try to understand the various areas that your client is making representations and warranties about—intellectual property, employment, litigation. It will help you when you arrive in-house; more importantly, it may be the deciding factor on whether you are made an offer to transition to a corporate setting. Corporations with small legal teams and limited budgets are looking for the attorney who can cover a wide range of topics.

You Have One Client
In private practice, you will work on a variety of matters for a number of different clients, often on a daily basis. As an in-house lawyer, you have one client: the corporation. While there may be many executives and other business folks who ask you to perform work, keep in mind at all times that the client is the corporate entity and not the c-suite or any particular employee.

The advantage of having one client is that you have a deeper understanding of the drivers behind decisions and are involved in the entire process for a particular issue. In private practice, you “parachute” into a particular issue; the client might not provide you with full information or background, or you might not be asked to attend strategy sessions or other meetings because the client has to pay by the hour. In the in-house setting, you are looked to as a valued business advisor and are more likely to be involved in strategy and have a full appreciation of the factual background and legal needs of the client.

The disadvantage is that your longevity is dependent on the financial success of your employer. If things get tight or the business fails, then you will no longer have a position. Keep in mind that you are not an income generator in-house, but part of the cost structure. If the company goes through a rough patch or suffers business reverses, the finance folks and leadership will be under pressure to cut positions—and preferences in the event of cuts will be given to income-generating employees.

To use an old adage, as an in-house lawyer, you have put all of your eggs in one basket. In addition, with one client, you do not have the luxury or ability to put aside a client for a day or so. When you arrive at the office each day, your client is all around you.

Your Billing Days Are Over
Every day at the firm, you are mindful of the need to keep track of your day in fractions of hours. Even where assignments are billed on a project basis, lawyers often must keep track of their time for their employers. Many firms institute programs where, if you don’t get your timesheets in, you don’t get paid. One of the great parts of transitioning in-house is that you no longer have to keep track of your time in such a fashion. If you are moving from a small or solo shop, you will not need to worry about the administrative parts of running a law firm, such as chasing payments and other such tasks. You still have accountability and have to get things done timely, but most corporations do not require their attorneys to submit timesheets or keep track of their time to the minute.

The flip side is that, if you have a decent book of business, returning to private practice can be difficult if you determine that you prefer that setting. Your clients will move to other lawyers, and regaining their business may be difficult.

The Transition Can Be Rewarding
If you are at a large law firm or are a senior-level private-practice attorney, making the move to a corporate setting may result in a pay cut. However, the offer you receive from the corporation will not be on an “apples to apples” basis. Your compensation package in-house often will include stock options or restricted stock, bonus-plan participation, 401(k) matching at decent levels, and a good benefits package and perks.

At the same time, the typical work you encounter and your “seat at the table” as a decision maker are rewarding. Your fellow employees and the board will look to you for guidance and advice, and input on major decisions.

Networking and Mentoring
If you are networking currently, good for you. If not, you need to take immediate steps to build your network. It is good for you for business development while in private practice. It will also be good for you as you make the educated decision to move to an in-house role. You can ask your network about potential opportunities and ask members of your network who are in-house what things you can be doing to position yourself well. When you arrive in-house, you can tap into that network for questions about a practice area you are not familiar with and obtain some friendly input and advice on that new question you have been asked to address.

In addition to networking, find a mentor. A mentor can help you decide whether in-house is a good move for you, help you identify ways to strengthen your background and experience, and act as a sounding board. Several years ago, when I was adding an attorney to my team, I was referred a young lawyer by his reporting partner and mentor. He was looking to go in-house, I spoke with him, and he was hired. He has now been in-house for more than five years and is enjoying the experience.

Bottom line, you need to get out and meet people and have people to bounce your thoughts off, to learn from, and find out if the in-house path is for you. Network and obtain mentors now, not down the line when you need them for something.

Being an in-house attorney is rewarding if you find the right fit. It’s exciting to sit at the table as business decisions are being made and to help influence decisions. Hopefully, with the thoughts in this article, you will be able to make a more informed decision on whether moving in-house is for you. Good luck in your pursuit.

Dan Cotter is of counsel with Korey Cotter Heather & Richardson, LLC, in Chicago, Illinois.