Most businesses realize that intellectual property (IP) is a valuable asset worthy of investment and protection; yet many limit the potential of their portfolio by thinking too narrowly about the full range of IP that is owned and how best to leverage it. Having a clear IP strategy focused upon revenue enhancement can help avoid such limitations, and in-house counsel can play a key leadership role in this work by helping to develop and implement a plan that identifies, protects and monetizes their clients’ IP to the greatest advantage.

The title “general counsel” is meant to convey legal leadership and the ability to handle a wide variety of matters; however, the title itself is a misnomer. Far from the “jack of all trades” that is often associated with in-house lawyers, general counsel must wield a number of specific skills and capabilities to be effective. To best describe the competencies and qualities that a GC must possess, I have grouped them into three areas that I characterize as the “3Qs”: the Intellectual Quotient (“IQ”), Emotional Quotient (“EQ”) and Agility Quotient (“AQ”). Many lawyers only possess one of two of these abilities; a good in-house lawyer must have all three to be effective.

Most commercial contracts include defined terms to improve readability and reduce ambiguity. In some cases, however, those definitions do not receive the same scrutiny as other clauses and their application throughout the rest of the agreement can be overlooked. For example, when a party to a contract is defined “together with its affiliates,” the language may seem innocuous, but this linking of entities significantly impacts the nature of the contract and can result in a host of unanticipated risks and liabilities not only for the contracting entities but for those unnamed entities who may be inadvertently bound to a contract to which they are not even aware they are a party.

The use of legalese - highly specialized terminology in legal documents - can make something straightforward seem incredibly complex and abstruse. Lawyers insert this “jargon” in their legal documents, and some even pepper their advice with Latin phrases or other technical terms, much to the chagrin of their audience. Although it may seem like just another professional pretension (akin to those acronyms bankers love to use), the truth is there are important legal principles embedded in Latin phrases, which is why they have stood the test of time since their origins in ancient Rome’s legal system.

For those of you who are fans of Bill Maher or Dua Lipa, the idea of “New Rules” is a familiar one: identifying issues and committing to a new way doing things to improve outcomes. As we near the end to a challenging year, I have been thinking about my personal “rules” for being an effective General Counsel, and how they’ve evolved over time to reflect an ever-changing professional landscape. These “GC rules” have helped me whether working full-time or part-time, internal or external, as a newbie or a lifer. And because the whole purpose of developing rules to live by is to evolve and grow, I hope this list encourages you to reflect on your own rules (and maybe even share them with us!). So here goes, my current Top 10 GC Rules:

Online agreements, often referred to as “Terms of Use” or “Terms of Service,” have increasingly become standard practice for most companies doing business through a website. Although these agreements are designed to insulate companies from liability with respect to customers and users, not all online agreements are created equal. In fact, even the most detailed agreements can fail to protect companies from liability if the provisions are found to be unenforceable. A recently published white paper on the enforceability of online agreements actually found a direct correlation between form and enforceability[1].