67 The Alabama Lawyer 340 (2006). The Care and Feeding of In-House Counsel.

• Author: BY ALBERT L. VREELAND, II AND JENNIFER L. HOWARD

The Alabama Lawyer

2006.

67 The Alabama Lawyer 340 (2006).

The Care and Feeding of In-House Counsel

The Care and Feeding of In-House CounselBY ALBERT L. VREELAND, II AND JENNIFER L. HOWARD They are much loved for their ability to dole out legal work, much feared for their ability to understand (and assess) the work we do, and much misunderstood for their divided allegiance to both business and the law. We speak, of course, of the in-house counsel-that Centaur-like half lawyer, half businessperson. They embody an uneasy combination of conflicting traits: a cautious eye toward risk analysis and an aggressive, roll-the-dice attitude toward business decisions. And for this reason, they remain an utter mystery to the private practitioner.

The results, unfortunately for us, show it. The Association of Corporate Counsel's 2005 survey released in October indicates that more than half of in-house counsel terminated relationships with at least some of their outside counsel in the previous year. (2005 ACC / Serengeti Managing Outside Counsel Survey Report, Assessing Key Elements of the In-house Counsel / Outside Counsel Relationship.) Another recent survey of corporate counsel indicates that client satisfaction is dropping-less than a third of clients would recommend their primary law firm. (BTI Consulting Group, Inc., How Clients Hire, Fire, and Spend: Landing the World's Best Clients 2006.)

Many moons ago, you kept clients by doing good work. If you won the case, the client called you the next time they were sued. Those idyllic, seersucker days of the practice are gone; you can lose a client without ever knowing what happened (sometimes without knowing that it has happened). What can you do to preserve and strengthen your relationship with your favorite in-house counsel? The answer begins with a better understanding of their world.

Understanding the In-House Counsel

It has been said that where one stands depends on where one sits. To work more effectively with any client, it is necessary to understand their perspective. Most in-house counsel have multiple perspectives because they wear multiple hats: legal advisor, risk manager, compliance monitor, manager of lawyers (and legal expenses), and, usually, business advisor.

As private practitioners, we are trained to see legal issues, often to the exclusion of everything else. When we look at a child's toy, we see design elements that need protection against piracy and parts that can be swallowed and cause personal injury. The in-house counsel sees this too, but also sees the bigger picture of how the many legal issues impact the toy's manufacture, distribution and marketing.

When the folks in the executive suite ask the in-house counsel for advice, they expect more than the standard lawyerly risk analysis which concludes that every possible course of action has its own legal risk. Most lawyers are great handicappers who never actually pick a pony but just explain why each pony may lose. The in-house counsel has to pick a pony to win and explain why-without legal disclaimers, qualifications and financial statement footnotes. Corporate-level executives want advice on what makes business sense in light of the various risks, and they want it in a user-friendly form.

Helping the In-House Counsel

Wearing as many hats as Carmen Miranda, the in-house counsel needs your help to get the job done, but that assistance has to be delivered at the right time, to the right address and in the right package (and often at the right price). Most in-house counsel have multiple perspectives because they wear multiple hats: legal advisor, risk manager, compliance monitor, manager of lawyers (and legal expenses), and, usually, business advisor.

Give Them What They Need When They Need It

Many in-house counsel struggle under ever-increasing workloads. Their time is at a premium, and one of the primary reasons in-house counsel terminate their relationships with outside counsel is the outside attorney's lack of responsiveness.

You can't over-estimate the importance of promptly responding to your client. Clients want the comfort of knowing that they have access to their lawyers when they need them. Keep in mind that what is "prompt" in the business world is a different thing than what often passes for "prompt" in the legal world. Same-day service is the standard for most in-house counsel. If you do not receive their inquiry in time to respond the same business day, you certainly should not wait longer than 24 hours.

True, you are not a fast food restaurant, and putting together a brief or a legal opinion letter is not like serving the daily special. If you need more time to complete the work requested, communicate with the in-house counsel about your availability and a reasonable timetable for how long the work will take; a quick e-mail or phone call may be all it takes to make the client feel that you are not ignoring them. Then beat the time table. If you are out of the office, don't leave your client wondering if you received their inquiry-have someone else return the call or e-mail and handle the issue if it's time sensitive.

In-house counsel have different management styles in terms of how involved they want to be. Some may be overseeing so many cases or transactions that they simply do not have time to be integrally involved with them all. Others may want to be intimately involved with every decision. Find out your in-house counsel's preference in this regard to help her most efficiently manage her workload. Be particularly mindful of the following:

1. Policies and procedures for outside counsel

   Most larger companies have standard guidelines for outside counsel with procedures for everything from how to bill to what forms to use in reporting your actions. In general, these guidelines have been designed to automate certain functions and thereby help in-house counsel manage their burgeoning workloads. If your client has guidelines, review them carefully and make sure to adhere to them. If you ignore them, you create more work for your in-house contact-who doesn't want more work and will likely hire somebody who follows the guidelines next time.

2. Keeping your client informed

   With every client, you have an ethical duty to keep them informed about the status of their matter and the progress of your work. Because they...