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Getting to in-house

|Written By Helen Burnett-Nichols
Getting to in-house
Photo: Sandra Strangemore

When Osgoode Hall Law School graduate Eileen Tan accepted an articling position with food retailer Loblaw Companies Ltd. last year, she knew she was in limited company. With an undergraduate degree in business, Tan says she originally got the idea to apply to law school after coming across an interesting description of a corporate counsel position in a newspaper article. Her first choice was to article in the corporate world in spite of the fact she knew only one classmate doing the same. “I wanted to try working, having a job, or an articling position where you’re thinking about a lot of business issues. It’s more up front as opposed to in private practice,” she says.

Although she is now working on contract for a Loblaw subsidiary, Tan concedes that articling in-house or getting a permanent corporate counsel position after articling is still a non-traditional job route for new lawyers. She is keeping her options open in terms of joining a law firm in the future. “Even if you article in-house, I think it’s pretty rare to stay on. Maybe not necessarily, but you know, to break in straight from law school is pretty difficult,” she says.

In its graduate placement statistics for 2009, Osgoode reports that four graduates ended up in-house, compared to 86 who went to multi-practice private offices. While he doesn’t have any concrete numbers, Michael Deturbide, associate dean, academic at Dalhousie University’s Schulich School of Law, estimates at most, one or two graduates per year pursue in-house positions straight out of law school. “The move from law school right into sort of in-house counsel is not something that we’re seeing a lot of,” he says. “Most companies will look for somebody who has some legal experience under their belt.”

Similarly, there are only a handful of articling positions that come up with corporations every year, due to the fact that in-house legal departments are often small, explains Emily Orchard, director of career services at the University of Toronto Faculty of Law. Some companies also feel they’re not able to offer articling students the well-rounded exposure they should have early in their legal careers. “We say to [students] it’s not likely the case that you’re going to graduate law school and head off to an in-house position. It’s something that you’ll have to kind of set as a goal and build towards,” she says.

One of the main reasons in-house is still seen as a non-traditional route for young lawyers is that many new lawyers get their on-the-job training at the law firm level, says Sanjeev Dhawan, president of the Ontario chapter of the Association of Corporate Counsel and senior legal counsel for Hydro One Networks Inc. As a result, the usual path for those who end up in-house is to spend a few years in a law firm learning the ins and outs of the practice of law. “The traditional method of law firm practice, I think, is probably more conducive to that learning-on-the-job experience for young lawyers.”

According to the Canadian Corporate Counsel Association’s 2011 In-House Counsel Barometer Survey, 87 per cent of in-house counsel have had some experience working in private practice, with 44 per cent having worked in private practice for less than five years. Law firms, says Dhawan, provide young lawyers with the chance to practise law 100 per cent of the time, with formal training in areas like research memorandums and how to manage clients. In-house is different, he says, in that the company’s business units are the clients and the work includes law interspersed with other matters.

Charles Perez, who moved into the in-house counsel role at Ocean Nutrition Canada Ltd. in Dartmouth, N.S., two years ago after working in a law firm for eight years, says one significant reason companies are not likely to hire people straight out of law school is that small legal departments within corporations do not have the space, time, or energy to train a new lawyer. “Quite frankly, there’s no mechanism, there’s no mechanics inside a company to train somebody, and companies really aren’t interested and it’s not their function. They want lawyers who, when the phone rings, can pick up, can answer it, give an answer, answer the question quickly and definitively, and move on,” he says.

But while corporations may generally be looking for people with a little bit more experience, John Ohnjec, division director for recruiter Robert Half Legal in Ottawa, says economically, there are some signs the tide may be turning, especially for companies that already have in-house legal departments. “Those without existing in-house departments may lean more towards getting some-body with experience, but those with existing departments and who, perhaps, are a bit wary of bringing somebody in very senior who would command a larger salary and would need enough work to keep them busy, bringing somebody a little bit more junior on board might make more economical sense,” he says. “If a corporation has an existing in-house department, it can be a little bit easier to get your foot in the door.”

This could be good news for the many students who are interested in corporate counsel roles, drawn to them by the variety of work available and a perceived better work-life balance. Deturbide says he frequently comes across law students who know they want to pursue careers in-house, notably students in joint MBA/JD programs who want to have growth capacity with a company and the chance to get into a management role, he says. Ohnjec agrees, saying in-house roles are an option many students are considering. “I think as in previous years, and probably as is always the case, individuals leaving law school are always interested in all sorts of opportunities, and one of them being in-house,” he says.

After completing her articles at a Bay Street law firm two years ago, Queen’s University Faculty of Law grad Jennifer Graham moved straight into her current job as legal counsel at ING DIRECT in Toronto. In comparing her two experiences, Graham says her in-house work is broader and she has ended up with a lot more client contact than while at a firm. There are people to go to for advice and guidance, but she also has a lot of her own files.

Tan also noted a similar experience while articling at Loblaw. “They’re not holding your hand necessarily, so you pretty much have to figure out how to do things on your own and you ask questions as you go, but there’s no one there to just sit down and explain how to do something from start to finish,” she says. “It’s one of the biggest companies in Canada so you get a really wide variety of work, so they have a labour practice, they have corporate-commercial, M&A, marketing, IT, IP, they pretty much have everything, so I’ve been told from the lawyers that work there it’s kind of like being in a mid-size firm.”

But while some students might be interested in this type of work, Tan says many do not have a sense that they can do in-house right out of the gate. “There really isn’t anything available for students in terms of getting more information on how to make the jump in-house or courses they could take,” she says. From their perspective, law schools provide a number of courses that broadly prepare students for everything from private practice to corporate counsel life, but don’t generally provide courses specifically designed for in-house counsel.

David Duff, associate dean for academic affairs at the University of British Columbia Faculty of Law, says the school is always open to thinking about what courses they can do differently. As a general principle though, he and others say the purpose of law school is to provide students with a broader background in law rather than encouraging them to get too narrowly focused too early. Schulich’s Deturbide says, “Law school teaches you a new language, it teaches you a new way of thinking, it teaches you the basic substrate of the law, and you build on that, and I think those tools, those skills, are useful in private practice, they’re useful in working [as] in-house counsel, they’re useful in working in any aspect of the law, really.  

“I don’t necessarily think that law schools need to provide a course focused on in-house counsel work. I think what law schools need to be aware of though is that students are increasingly interested in these types of careers and being able to advise them if people, in the future, want to do this kind of work.”

At U of T, for example, Orchard suggests students think about what this type of role might look like for them and what about it is appealing. Generally, she says, students can use their experience at the summer level as an opportunity to get good training and help shape the career trajectory they see for themselves. Indeed, those already working in-house say there is a lot that students wishing to pursue a corporate counsel career can do within the law school context to prepare.

An MBA or even a bachelor’s degree in business is not necessary to work in-house, says Tan, but it definitely helps. Having a genuine interest in the company or industry you’re looking to work in, as well as in business itself, is also an asset. “Definitely, if you can take core business courses so you have business associations, commercial law, bankruptcy, corporate finance, and if you can take some sort of business workshop where you’re practising law, any clinics, those are definitely must-takes,” she says.

The law school courses that best prepared Tan for in-house work were corporate finance, governance, and M&A workshops, where students had the opportunity to practise negotiations and drafting on how a business could proceed with an M&A transaction, she says. Graham says commercial law courses can provide the relevant background, as can general business and employment law courses, but it depends what kind of company you join. For example, if you’re working with a publicly traded firm, securities law would also be useful, as you might be responsible for filing annual reports and disclosures.

Essentially, having as wide a perspective as possible is essential to preparing for an in-house role, says Dhawan. “There’s nothing formalized in order to prepare you for in-house, but anyone wanting to go in-house, I would definitely suggest that having a good commercial understanding is helpful, and don’t think that any of the advocacy-type courses will not be useful if you’re in-house,” he says.

Students who article with a firm could also consider the option of doing a secondment at one of the firm’s clients to get a sense of what in-house is like, suggests Graham. Doing your research and getting a sense of the responsibilities, duties, and backgrounds of the lawyers already working for companies you are interested in is also useful, she says.

While Dhawan doesn’t see an impending shift in the trend of lawyers getting their training in law firms before moving in-house, he says a practical element in law school that would serve both in-house and private practice would go a long way. This could involve in-house practitioners as guest lecturers in the upper years, for example. “I think the law schools should recognize that in-house is an area that it is very likely that one of their students will go to. The in-house bar is getting bigger and bigger,” he says.


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