Working as an “Only Legal Officer” can be terrifying, but the rewards are great
I am often asked to describe a typical day in the career life of a General Counsel. This is a difficult question to answer because there really is no single day just like the other. In fact, this is one of the attributes of the GC role that I find to be so exciting and, at times, frankly terrifying.
Of course, not all in-house counsel or GC roles are this way. My own GC career has taken place in smaller legal departments, ranging between leading a legal team of five to being an OLO: Only Legal Officer. On a typical day I may start by dealing with an HR matter, then jump to working with the finance team to prepare for an upcoming board meeting, followed by assisting on a prep for collective bargaining negotiations, reviewing a few contracts, and end it by working on an asset acquisition or sale.
The ability to shift between various matters is one of the most important skills possessed by a GC. In an OLO role or a small in-house team environment, you are expected and required to take on these numerous issues and matters and to continuously and persistently do more with less.
This does not apply as much to in-house counsel in larger in-house legal departments, where the GC role is more akin to that of an external counsel (with a strong specialization in one or a few practice areas) with the addition of managerial/supervisory responsibilities. These GCs also generally have more resources available to engage external counsel and to leverage legal research tools with greater access to tools like legal precedents to get the job done.
Depending on your own interests and career objectives, some will be attracted to the larger legal departments while others would prefer to lead a smaller department or practice as an OLO. If you find yourself thinking about or taking on the latter role, how can one prepare to take on such a broad and ever-changing role? I have found the keys are to develop the ability to identify red flags in the various matters you are working on, and to be comfortable enough to accept your limitations regarding what you are able to do on your own versus when to ask for help.
In dealing with question or issues that one has little to no experience with, I have found the following to be useful:
- Do not be shy to speak with your business folks and ask them to give you a good understanding of the business and more specifically, understand what they are looking to achieve and to provide you with a bit of history with regard to the agreements you will be working with and the past practices.
- If you are not the first GC, look for precedents and for any documents dealing with the same or a similar subject matter so that you are not starting from nothing.
- On a “no-names” basis, ask other GCs or lawyers that you have a good relationship with for templates or tips on items to look out for, and how to deal with specific issues. This is where having a strong network will pay very valuable dividends. You may also contact external counsel that have assisted your company or your predecessor with these matters in the past. They will appreciate the connection, and you may gain some valuable insights from meeting and communicating with them. You are not necessarily on the clock for every call.
- Look for a related template and/or take a shot drafting the necessary language or agreement. Again, I cannot stress strongly enough how much it would help to have a template.
- If time permits, do some homework on the area or on the subject matter you are working on through reviewing secondary resources, even if at a high level. Law firms also have very valuable resources that they make readily available through their websites, through bulletins and through industry and practice specific firm presentations and webinars. Register for these and become familiar with legal issues that may affect your business. Best of all, many of these are free. Always remember, you are running a marathon not a 100 meter dash.
- Until you gain confidence and experience, you may want to enter into an arrangement with a law firm wherein they will, for a reduced or capped fee, review your drafts and provide suggested changes or suggest template language. This will be a great asset as you move forward and for them to build the relationship.
- Finally, if by this point you are still not comfortable with the materials, it may be time to engage an external counsel to assist. This is not a defeat, there is only so much one can be expected to know or understand. Even the best doctor sometimes has to refer their clients to specialists. By doing so, you will also gain greater exposure and experience in the area. Ask questions, ask them to explain key concepts and start developing the foundation you will need to be able to address these issues on your own in the near future.
The easiest path is not always the most rewarding. Working in a smaller in-house legal department or as an OLO is in many ways more challenging, more stressful, and you will have less resources available to you. That said, once you are able to get beyond the steep learning curve you will find that the diverse work and unique opportunities that come from this type of a role is extremely rewarding and keeps every day interesting.
It is commonly said that variety is the spice of life, and at the end of the day the role of a GC is, for the most part, very, very spicy!