Letter From The President Of The WMACCA Corporate Counsel Association

2008-09-01 01:00

To The Readers Of The Metropolitan Corporate Counsel:

What It Means To Be A Corporate Counsel

The practice of law for in-house counsel differs from that of other attorneys. The skills necessary to succeed, the concerns that pervade our practice, the support we require and utilize, and our daily routines, are all unique to our section of the legal bar. Our WMACCA leadership knows that an understanding of this paradigm and the underpinning of in-house practice are necessary to effectively focus and manage our chapter resources.

Skills

The skills that enable in-house counsel to succeed are more expansive than those required for success in other parts of the legal bar. Moreover, many non-legal skills are utilized in our daily practice. A primary skill that enables us to effectively represent our companies and associations is a keen understanding of our organization's business. Frequently, we move back and forth between the realm of business and law. A thorough and forward-looking understanding of our markets or industries, a skill-set we are not trained for in law school or law firms, provides a unique vantage point to tailor our legal advice and help shape the policies and procedures for our companies and associations.

Our in-house positions also require heightened interpersonal and communication skills. The collaborative nature of corporations and associations and emphasis on large, complicated, long-term team projects, create an environment where our ability to work with others, whether as leaders or co-workers, becomes an increasingly important skill. In addition, the fact that we work alongside other non-attorney colleagues means our ability to communicate in-person and express ourselves in a concise and constructive manner are also important. Our responsibilities, and the requirements of a corporation or association that is trying to grow, call for problem-solving skills and the ability to bring other people into the fold to work with us and understand the merits of our advice in order to ensure they help implement it.

Financial acumen is another important skill for in-house counsel. Whether we are working on transactions, pursuing litigation or creating corporate compliance procedures, an understanding of the effects our actions will have on the company's finances is crucial to representing our clients. In addition, we are called upon to budget and forecast our legal expenses, requiring an understanding of the economics of our practice area and legal needs.

Concerns

As corporate counsel we also focus on our own universe of issues and concerns. For example, we frequently devise the operating procedures or risk management processes for our companies. Understanding how decisions are made and by whom, as well as what steps our business units take before acting, is important. We may also attempt to benchmark these procedures, as well as our corporate policies, against other similarly situated enterprises. In this respect, we frequently are concerned about industry standards, best practices and legal and operational trends.

As in-house counsel we must also be aware of, and take into account, both micro and macro trends. New developments in business, law, politics and societal trends, may require us to calibrate the manner in which our company or association conducts business, enters new markets, structures contracts or otherwise conducts itself. Developments in financial markets, leading to new manners of doing business, consumer spending trends or other societal cultural shifts also may result in a new operating focus, policies, contract structures or regulatory and litigation positions and postures.

Another significant concern for in-house counsel is the scope of the attorney client privilege as it pertains to our relationship and communication with our internal clients. Precisely because of our need to understand the business operations around us, operating results, and financial and regulatory risks, information about our companies and associations is crucial to informing and performing our work. Our position in being embedded in our client's operations and process flow, which permits us to provide tailored and proactive advice and counsel, will be significantly impaired without the free-flow of information and our inclusion in meetings and decisions.

Needs

Our needs as in-house counsel are far greater than merely accessing on-line legal information and resources. As discussed above, we operate at the confluence of business, law, politics and societal trends. We need varied, timely and accurate news and information about each of these areas in order to provide informed advice and to conduct ourselves in a proactive manner. Our focus is on both micro market news and information, and an understanding of broader macro developments and trends.

Our practice also requires access to benchmarking data and best practices policies, procedures and form agreements from other companies. We operate in an environment where third-party regulators or enforcement agencies judge our conduct on a comparative basis to other entities in our industry segments or in the broader business markets. It is risky to not keep pace with new methods of doing business or preventive policies and procedures. In order to keep pace with varied and frequent developments, we need access to documents, policies and procedures from other members of the in-house bar.

Daily Routine

When we enter our offices each morning, there is frequently nowhere to hide - we have to walk by, if not make eye-contact with, our clients - quite a different experience than our law-firm colleagues! In addition to the increased accountability of working with our clients, we also have to deal with the long-term effects of our actions, whether a closed transaction or a new policy or procedure. An acquisition, for example, does not merely result in a closing binder as a trophy for our wall or a new deal cube; rather, it means having to grapple with integrating the new business or company and solving the long-term issues that may arise after the closing.

The result of this situational structure and long-term integration and operational involvement, is that we are generally more forward looking than outside counsel. We are not only solving problems for today's juxtaposition of facts and issues, but also creating dynamic structures that will facilitate a working relationship or risk management solution that succeeds over time as well. We engage in heightened strategic thinking and planning to help avoid the collateral or future issues as well as solving today's issues.

The WMACCA Solution

Identifying what is different about the in-house practice of law is the first step in designing and operating an effective chapter for our association. WMACCA's goal is to serve the interests of its members, and we must first understand the skills, concerns, needs and daily routine of our members in order to bring our resources to bear in a manner that addresses these items. While WMACCA is led by a Board that consists of members who share many of these same issues and demands, we need you to let our leadership team - and our national ACC office - know what your concerns and needs are, whether there are skills you would like to improve and if our programs and operational modes are complementary to your daily routines.

Specific actions that ACC and WMACCA have taken that are geared toward this unique practice of law include: information packs with best practices policies and procedures, as well as form documents, forum list-serves to facilitate communication among similarly situated practitioners, leadership development opportunities, distance learning and time-shifting programming, and programs geared toward niche subjects as well as macro trends and developments. Moreover, our programming includes legal, political, social and business topics. For example, on September 18, 2008, we will hold a mini-executive MBA program to highlight the finance and business issues that in-house counsel need to understand.

WMACCA is designed and operated by and for our members, and is intended to reflect the unique issues and requirements of corporate counsel - a day in the life of a corporate counsel, and a day in the life of WMACCA, are distinct from other parts of the legal bar.

Sincerely,

Kevin Lapidus