After 18 years as the only in-house counsel at the conservation company Ducks Unlimited Canada, Gary Goodwin knows what it takes to fly solo.
So does Susan Nicholson, who has 17 years’ experience as general counsel at Ingersoll, Ont.,-based CAMI Automotive Inc.
Running a one-person law department involves juggling a huge array of challenges and demands, according to Rees Morrison, vice president, law department consulting, at Hildebrandt International, which advises organizations large and small.
Ducks Unlimited, for example, where Goodwin is corporate counsel and director of corporate services, has a staff of more than 400 and 20 offices across Canada.
“With multiple issues and jurisdictions, the legal and regulatory demands can be quite complex,” Goodwin says.
What the solo in-house counsel needs most, Morrison quips, is “a crackerjack administrative assistant” and “a good therapist.”
So what are the key skills, strategies, and best practices involved in running a successful one-person legal department? Here are the top 10 tips suggested by Goodwin, Nicholson, and Morrison.
1. Clarify your role
When Goodwin started at Ducks Unlimited in 1989, his predecessor had left due to ill health some months earlier, so there was no one to provide him with any direction. “I was left to my own devices,” he says.
Morrison says this is a typical situation for people to find themselves in when they are hired as solo in-house counsel. Often they will be the first lawyer the organization has hired and, he says, “There will be tough teething problems.”
The first thing you need to do, according to Morrison, is clarify your role: “Are you a part of the executive team, or just someone drawing up contracts? You need that to be spelled out in writing.”
2. Understand the business you’re in
Even today, after 17 years at CAMI, Nicholson says it sometimes surprises her to realize that her business is manufacturing, almost as much as it is law.
But she says it is crucial for a solo in-house counsel to integrate herself with the business as much as possible, so she knows what issues are likely to emerge.
Furthermore, this business knowledge helps make her a respected member of the corporate team. And, as Goodwin points out, “The legal function should be seen as enabling the business.”
You can’t be a specialist in everything and you won’t have time to give your full attention to every legal issue that immediately presents itself. So you need to figure out how you can best spend your time, what needs your personal attention, what you should hand off to outside counsel, and what should go on the back burner.
In making these decisions, you should draw on your knowledge of the business, your understanding of what is most important to your organization, as well as your insight into your own strengths and weaknesses.
In some cases, Nicholson suggests, you may choose to hand off an important matter to outside counsel, even though you could handle it yourself, simply because outside counsel will ensure that it keeps moving forward in a timely manner, while you may be distracted by other matters that come up.
Morrison may have been joking about the need for a therapist, but not about the importance of having a good executive assistant. If you are the only lawyer in an organization, you need to be super-organized.
Goodwin, for example, derives great benefit from his extensive filing system. “I retained copies of every single precedent that came my way and crossed referenced the precedent to subject and client,” he says.
“Of major help was retaining general subject matter files. I have several hundred subject files containing research, opinions, and other contracts. This material is located on the main server at the office and is searchable under Microsoft Word by date or subject.”
Goodwin says one of the first moves he made when he joined Ducks Unlimited was to give field offices the authority to hire local counsel to deal with land transactions, thus removing the need for people in the field offices to drive long distances to consult with counsel over relatively simple transactions.
Delegating responsibilities obviously frees up some precious time for the one-person legal department. Nicholson says you soon learn what can be passed on to non-legal staff and what their capabilities are. “People can surprise you,” she says.
6. Network with other lawyers
Nicholson admits that there are times when she wishes there was a lawyer in the next office with whom she could quickly discuss some matter that comes up. But she compensates for this by cultivating a network of contacts, outside counsel, and friends in the legal profession who are just a phone call away.
Networking is almost a necessity for a solo in-house lawyer, says Morrison, who suggests that younger lawyers especially may benefit from having a relationship with “someone with grey hair” who plays the role of adviser or mentor.
7. Network within your organization
Good relationships with people within your organization will not only contribute to your understanding of the business, but will also enhance people’s understanding of a lawyer’s role in the business, says Goodwin.
8. Get to the table early
A key benefit of good networking within your organization is that people are more likely to bring matters to your attention sooner rather than later.
As Goodwin puts it: “A little advice right at the beginning can prevent the entire transaction from going down the wrong path and requiring complete reworking. Once the executive realizes that you can provide effective and efficient legal advice to help get the business objective accomplished, you have a better chance of forming part of the go-to group.”
9. Keep educating yourself
As a generalist, notes Goodwin, you have to be familiar with most areas of law so that you know when a legal issue has to be dealt with either internally or externally. This means devoting considerable time to professional development, taking advantage of professional organizations, and by attending boot camps and seminars.
Morrison suggests plugging gaps in your knowledge by forcing yourself to attend seminars on subjects that don’t really interest you personally.
Conversely, Nicholson says she doesn’t necessarily hire outside counsel to deal with areas of law that she is not completely familiar with.
“I don’t want to limit my skills by not dealing with something. You want to always make sure that you are keeping up with the latest and greatest, so sometimes you have to delve into things and do the research and figure out what’s involved.”
10. Educate others
Once other people in your organization understand the legal issues that impact their business, they are more likely to anticipate potential problems and consider legal implications in their decision-making.
This could save you a lot of trouble and make your job much easier. Educating colleagues is a particularly important task for a one-person legal department, although it can be time consuming.
One strategy that Goodwin recommends is to provide explanations to field staff whenever he gives them legal advice, so they will “develop a better understanding as to why one approach is better than another approach.”