Reflections

Have you ever caught sight of yourself when you weren’t expecting it? Maybe you saw your reflection in a store window. Or you showed up in a photo you hadn’t seen before. If so, were you surprised at what you saw? Maybe a little disappointed?

That experience—surprise at seeing how others see me—comes to mind when I reflect on my transition some years ago from partner in a law firm to in-house general counsel. The transition allowed—in fact, forced—me to view lawyers from the perspective of the client. I was, in effect, sitting on the opposite side of the desk I had long occupied at my old firm.

A little background: I graduated from law school in 1971 and joined a law firm that was considered major by the standards of that time and place. In those days, lawyers didn’t move from firm to firm the way they do now. Lawyers at major firms typically remained there for their entire career, assuming they made partner.

That contributed to a kind of professional myopia. Virtually all a lawyer knew about law and law practice came from within the four walls of that one firm. Add to that the smugness that so often characterizes big law firms, and the result was an inflated sense of importance on the part of the lawyers, as well as their firms.

It is embarrassing, but I think accurate, to recount that in those days, when we lawyers attended a meeting with a client—a negotiation, planning session, or closing, for example—we felt, uncritically, that we were the most important (not to mention smartest) people in the room.

It’s with that attitude that, at age 52, I reported to my new position as senior vice president and general counsel of a large company. Just as my unexpected reflection in a store window disappointed me (hairline retreating, stomach advancing), so did my increasing insight into a client’s perception of the lawyer’s role—and value.

Let’s start with how the legal department and general counsel are viewed from within the company itself. Many executives in a company oversee profit centers. Not the general counsel. Everything in the general counsel’s domain is a cost center, and, of course, cost is bad—the opposite of profit.

To put it starkly, the general counsel and the legal department are overhead—merely overhead, as my company’s chief financial officer liked to put it.

Maybe that’s one reason why the general counsel is typically regarded as second-tier among C-suite dwellers, usually a senior rather than executive vice president, at least a notch or two below the chief executive officer, chief financial officer, chief operating officer, and perhaps others.

As general counsel, I was expected to see that all legal concerns—lawsuits, transactions, whatever—were addressed correctly and successfully. It was assumed that I would do so, in much the same way it was assumed that the lawn would be kept mowed and weed-free.

I was expected to accomplish this within the budget. Only once, at the beginning of my tenure, did I whine about the impossibility of predicting how often I would need outside counsel. Amid the roomful of eye-rolls, the CEO quietly observed that all the executives had a similar problem.

My attitude toward outside counsel came to mirror the attitude of the board and other executives toward me and my department. When I hired a firm, I expected it to perform successfully and cost-effectively. I assumed that would be the case and, therefore, wasn’t particularly impressed when it was.

I came to see that while I had been correct in regarding outside counsel as important, I had been wrong in failing to recognize that the same could be said of a great many other professionals and, for that matter, nonprofessionals. We lawyers, I belatedly realized, are cogs in the corporate machinery, important but no more so than countless other cogs and less so than many of them.

Now, when I consider the role of lawyers in the corporate world, the metaphor that comes to mind is the construction industry: We lawyers serve an important role in a project, but as subcontractors, not as the general contractor. Our role is important but not primary.

Does this revised view of the lawyer’s role depress me? Not really. I liken it to learning that I’ve been mispronouncing a word: My regret over getting it wrong in the past is outweighed by my gratitude for the enlightenment.