Adding Value as In-House Counsel

How many times have lawyers heard that:

• Legal slows down business….
• Legal is always saying no…
• Legal is a bottleneck, an obstacle….

In light of this reputation (perhaps deserved on occasion, but mostly a misleading perception in my humble opinion), how can lawyers, particularly in-house lawyers, prove their value in order to become that tried-and-true, go-to trusted business advisor? Over my 30-year career, I have had many “lawyer” roles, working in-house for several companies, in private practice and in the Federal government. While each opportunity was very different, I’ve gleaned from these experiences several universal principles when it comes to demonstrating legal’s true value within an organization.

Although these principles alone do not define the lawyer-client relationship, nor do they represent an exhaustive list of actions that one can take in order to become a trusted business advisor, they can go a long way in helping in-house attorneys demonstrate real business savvy, know-how and the value they can bring to an organization. In this 4-part series, we will discuss the various ways that lawyers can demonstrate their value to clients, starting with the first, and perhaps most important, principle: “know your client’s business.”

Principle 1: Know your Client’s Business
When a lawyer joins an in-house legal team, their first order of business is to learn about the client’s business.

I know this sounds obvious, and it probably is. However, over the course of my career, I have (surprisingly) engaged with many lawyers, both in-house and outside counsel, that did not fully understand the drivers of the business they were representing. A lawyer cannot provide practical, strategic advice to a client without this baseline – it would be like trying to drive a car without understanding its features and capabilities for optimal road performance.

The following 4 areas are a particularly good place to start:  

Understand the product or service being offered
An in-house lawyer MUST fully understand the product/service offering in order to practically advise on the spectrum of risks that may exist in a deal. For example, if the company offers a XaaS (either software as a service, infrastructure as a service, business process as a service, etc.), the attorney should seek to understand the nature of this service and how it is being sold to the customer by asking some basic questions such as:

• is it offered as a stand-alone service?
• is the company reselling a third-party platform, or does the service integrate with or rely on other third party services or platforms?
• is there native intellectual property (IP) that is valuable and may need protection, or is there licensed IP from a third-party included with the offering?
• is the platform offered uniformly to the customer base, or does it require configuration and professional services support?

You get the point here. The key is understanding what the company is selling and its full value proposition.

Understand how the company goes to market, including the pricing model
An in-house lawyer should be familiar with the client’s total addressable market, its target customer, and the go-to-market approach. Find out if the company is a direct to consumer (B2C), business to business (B2B), or business to business to consumer (B2B2C) model, as well as how deals are sourced (for example, through a direct sales model, leveraging channel partners or both). Learn how its product is priced – is it a limited or perpetual licensing model, subscription model, time and materials, one time fixed fee, or some combination of these – and how the company recognizes that revenue. All of these factors will impact the contracting approach and risk mitigation strategies which are critical to efficient deal making.

Understand the company’s organizational structure, functions and key stakeholders
An in-house lawyer should meet regularly with the company’s executive leadership team, extended leadership team, sales organization, product development and engineering, and other key personnel. Nothing can replace the impact of positive personal relationships; plus, there is so much to be learned about the organization from the perspectives of these business professionals and their respective goals. This in and of itself will go a long way toward establishing the trust necessary for effective legal operations.

Learn how the company operates internally
An in-house lawyer can play a valuable role in helping leaders create efficient and effective operational processes and internal controls, especially with respect to contract management. On that front, consider (i) how the contract review process is initiated and managed; (ii) who has access to contracts and can revise them; (iii) who has signature authority; and (iv) how contracts are stored and managed. Understanding these and other internal processes will provide critical insight into how the organization operates, what controls may need to be implemented, and how legal can help facilitate, rather than impede, operations. By tackling these issues proactively, an in-house attorney will not only foster speed and efficiency, but more importantly, provide true risk mitigation.

For more insight on how in-house lawyers can add value to their organization, stay tuned for posts 2-4 coming in January. In the meantime, if you have any questions, please contact Jason Karp at [email protected] or 571-233-3829.

 

Jason Karp is a Member of our New York-area team with more than 30 years of experience in the telecom, technology, media, XaaS, and public safety industries. Jason works with businesses of all sizes, handling a wide range of complex commercial and corporate transactions, as well as business operations and market strategy, corporate governance, compliance program development and implementation, and regulatory and policy advocacy and strategy. He also serves as Chief Legal and Human Capital Officer for Affinaquest.