‘In-House Lowdown’ is a series of blog posts designed to help lawyers navigate the in-house world. Its observations are based on my 20+ years as a General Counsel, spent managing legal teams and herding assorted breeds of corporate cats.
I miss Dan Quayle.
His loopy pronouncements meant anyone could write good stand-up comedy. Better yet, a Quayle quote could so perfectly nail a work frustration of mine that I simply had to step back, laugh and gain some needed perspective.
A case in point: One of the most difficult political aspects of being an in-house lawyer, I’ve found, is figuring out how to get credit from your business people for legal fiascos that didn’t happen on your watch.
Your preventative efforts as a lawyer –- i.e., your thinking ahead and putting the proper controls, training programs and contract clauses in place — may be the only thing that has kept your company from stumbling into a catastrophic violation of the law. And yet — because disaster hasn’t struck — the ‘business guys’ have no appreciation of how you’ve kept the company out of the scandal headlines (and them out of prison).
It’s tough to prove a negative.
So, back to our 44th Vice President: D.Q. made me focus on this dilemma, by saying, ‘I deserve respect for the things I didn’t do.’ (Yes, the analogy is convoluted, but then so was he….)
Something seems twisted when you consider that –- in every company I served as General Counsel — my best performance review came in a year when the company faced a major crisis, brought on by purported disregard for the law. (Fortunately, the ‘deeds’ hadn’t happened on my watch.) Yes, by navigating deep and murky legal waters in those years, it was easy to show I had ‘the right stuff’ for my job.
But shouldn’t a year of legal tranquility merit an equally praiseworthy review for an in-house lawyer –- if not an even better one? Calm waters should be a positive sign.
Yet, during these tranquil periods, it’s tempting for business people to assume that your job is a relatively easy one. No ‘above and beyond’ commendation required….
So, what to do? How to convince your business people (as well as your boss, if she’s a non-lawyer) that a calm year should mean you’re doing a splendid job at your job?
Granted, it’s not easy. But here are two suggestions that can help change your image from unsung hero to ‘she’s-got-our-backs’ business partner:
Explain the ‘Why’ of It
When you roll out that compliance policy or training course — or insist on that contract clause — let your business people know why you’re doing it. Explain what bad consequences you’re trying to help the company avert -– not in an unrealistic, parade-of-horrors way (you’ll quickly lose credibility, if you do that), but in a real-life, ‘this-very-well-could-happen-to-us’ way.
Make the business people appreciate that you’re on their side -– i.e., that you’ve got their best interests in mind (and ‘here’s why…’). Unless you explain the context for your preventative actions, your business client won’t notice how you’re helping to save his neck (or other anatomical part). Worse (especially when compliance is involved), he’ll assume you’re forcing him to hoop-jump because, like all lawyers, you’re a sadist who delights in ‘make-work.’
Now this part’s especially important: Don’t explain the ‘why’ behind your actions in legalese. Speak ‘human.’ If your elderly, cookie-baking grandmother wouldn’t be able to understand your explanation, you need a ‘do-over.’
Share ‘There-but-for-the-Grace-of-Me’ Examples
If you start reading these two newspapers regularly, at least once a week you’ll find a story of some company in dire straits for committing a stupid, illegal act. Often, it’s an act that your own company could just as easily have committed — except you’ve had the foresight to help prevent it.
Use these news articles to your advantage: Share them with your business people, along with a ‘plain-English’ explanation of what the other company did wrong. Note how the other company’s fate might have been spared, if it had taken the preventative steps you’ve put in place at your own company.
Don’t chest-pound or moralize about this. Sticking to the facts of the other company’s situation vs. your own will do the trick.
And so I’ll close with my second-favorite Dan Quayle quote (this one summarizing the political image in-house lawyers should strive to cultivate): ‘We are ready for any unforeseen event that may or may not occur.’