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November 2017

In-house counsel survival guide

“If Paris and zombies need survival guides, then taking a job as an in-house counsel sure the heck does,” writes William E. Kruse in the introduction to “The Corporate Counsel Survival Guide.” In his breezy style, Kruse shares what’s he’s learned about transitioning from firm to in-house, corporate culture and working with outside counsel, among other things. Kruse, vice president, law and counsel, for Gallup, Inc. in Washington, D.C., also serves as the firm’s regulatory compliance officer. Prior to joining Gallup, he worked for a litigation firm in St. Louis. He received his bachelor’s degree from the University of Missouri–St. Louis, and his J.D. from Florida International University.

YourABA asked him for some of his helpful hints.

You write that the corporate counsel should have a passion for what the company does. Why is that? Couldn’t you be just vaguely interested in what they do?

This is a really important point and one that is often missed in the job search. It is crazy just how much different your life is if you have a passion to do your job. Mornings don’t suck so much if you don’t dread the daily grind at the office. Trust me, if you couldn’t care about solid waste disposal, and you are in-house cleaning up messes, literally and figuratively every day, you’ll have a serious case of the Mondays on your hands. Yes – that’s from Office Space.

Don’t be Peter from Office Space. Love what you do, or better yet what your new company does. It will make the contracts interesting. They’ll be about something you are passionate about. You’ll care about the customer issues, the supply chain issues, the factory issues and even the dreaded regulatory issues. The underlying topic will be something that moves you. Don’t just take any in-house job because you want to work in-house. You will be a very important part of an organization doing something – make sure it is something that drives you.

You have a chapter on “avoiding the land mines.” What are the land mines when you’re a corporate counsel?

A lot of them have to do with our own natural human impulses. There is the desire to crush opponents, dealing with difficult internal people who drive the bottom line, the issues of corporate risk that you might not have even contemplated and the overall human issues that give a company a living breathing soul.

If you don’t recognize these in advance and prepare to deal with them, you step on them and cause damage to you and your company.

You write that as a member of the company’s senior leadership, you will be expected to own a sizable amount of the company’s stock. Why is this, and how should it be handled?

Unlike a firm, which practically created this model as a true ownership and management structure, corporations use “buy-in” and stock to motivate employees as owners. You put skin in the game. Hopefully, you make decisions based on what is best for not just you, but the overall health of the company. I put a chapter in the book on this so new in-house aren’t surprised when they are asked as leaders in the organization to throw some cash in the hat and pony up as an owner. Nothing looks worse than blankly staring at your boss as he wonders why you aren’t confident enough in your company’s future to tie your own horse to its wagon.

I include some sample charts to help new in-house counsel gauge how much they might have to kick in and prepare them so they aren’t surprised. When I was first given the opportunity to buy management stock in my company, I was prepared because I have a great boss who prepared me the year before. Not everyone gets that chance. You might just be put on the spot.

You advocate for the inside counsel to “continuously” vet the outside counsel for “competency, results and cost.” If an in-house counsel has a good thing going with the current outside counsel, why keep vetting?

You have to do it. This isn’t optional. The reasons are long and undeniable. In our parents’ generation people used to work for a company their whole life and the company would even take care of them in retirement. Well, those days are over. And they aren’t just over for you and me, they are over for the lawyers we hire, too. Be honest, we don’t hire firms, we hire lawyers in firms. Those lawyers leave, or get laid off, or the firm divests that line of legal work and the whole team gets swallowed by some other firm. It might be a firm that is conflicted and can’t take your business. Just be prepared in advance that you need a backup.

Also, people get stale in relationships. Sometimes, a little jealousy makes them work harder. Your business shouldn’t be taken for granted by your outside counsel. They have to know you’ll walk if they start to take you for granted.

You contend that one downside of being an in-house lawyer is the difficulty in doing pro bono work. Why is that?

The reasons are abundant. State bars act like a protection racket, and don’t make it easy for out-of-state attorneys to help their citizens, even the indigent ones. That’s an issue when in-house attorneys often end up working in a state in which they didn’t originally sit for the exam. You’re allowed to represent your company, but no one else. The ABA has been a driving force to try and change that, but progress is slow, especially in retirement states (think sunshine and beaches), which tend to be the most protectionist.

Legal Aid providers also aren’t as thrilled to work with in-house as they are with the firms. They have a model that just fits firms better. They like knowing they have a whole host of young associates that partners can dish pro-bono cases on. In-house departments are staffed leaner, and I think a lot of bar organizations and legal aid organizations just don’t want to take the risk that an in-house person might not be able to handle the work load without a full firm staff behind them to pick up the slack. I think that’s not a fair assessment, but it seems to be their fear.

I put some blame on companies, too. Firms put a great deal of emphasis on pro bono. Most companies don’t. They like small fundraisers and other things that everyone in the company can work on together. They don’t often see the big picture of how much their own lawyers can help those in the community while sharpening their own skills in the process.

This is a real problem. In-house lawyers want to give back. We see wrongfully convicted people in need of a defense, people hard on their luck facing economic disparity and homeless vets in need of help navigating the VA. Watching these folks go without help stinks. Pure and simple.

One of your final thoughts is that at a law firm, lawyers are in the spotlight, but at a company they are not the star of the show. Why is this important to know when considering an in-house job?

People are drawn to certain jobs because they have certain personality traits. Not always, but there is a strong correlation with ego in this business we call the law. At a firm, the lawyer is the star of the show. In-house, it’s the sales folks. They bring in the bacon, and you just put out the grease fires when they screw up. You’re a cost center and they are a profit center. Fancy end-of-year awards don’t go to the legal team for avoiding loss, they go to tangible revenue number generators. If you have any ego at all, and are used to being the star of the show at a firm, get over it before you walk into your new office and take a seat. It’s over. You are now the supporting cast in someone else’s show.

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