Eight “Rules” for a Better Relationship with Corporate Counsel, 0321 SCBJ, SC Lawyer, March 2021, #42
| Author | By Evan Slavitt |
| Position | Vol. 32 Issue 5 Pg. 42 |
By Evan Slavitt
Introduction
There are different working relationships that outside counsel have with inside corporate counsel.[1] They can act as simple contractors completing assignments. They can act as diligent minions[2] extending the reach of inside lawyers. Or, if they choose, they can build meaningful professional relationships with inside lawyers that will benefit both sides.
The following “rules” are not intended to be comprehensive or exclusive. Nonetheless, they are time-tested and based on experience.
1. Build trust
The cornerstone of every good relationship between outside and inside counsel is trust. While this goes both ways, it is imperative for outside lawyers to build trust with their client lawyers. There are many layers to this continuing, long-term effort.
First, every law from must establish a relationship partner who has overall responsibility for the client. The last thing busy in-house counsel wants is guessing who to call. Instead, what is needed is one lawyer to be the pivot. This lawyer is responsible for the quality of the work, the fairness of the billing, assignment of the right lawyer at the right level, and managing problems—and there will be problems—that crop up in any long-term relationship.
One of the less enjoyable, but most important, tasks of the relationship partner is turning away work. There are times when the law from does not have the right expertise or bandwidth, there is an unforeseen conflict, or the job is otherwise inappropriate. When that occurs, the relationship partner’s job is (respectfully) to turn away work. Even better, the partner should recommend another lawyer or law form who can do the job as well, perhaps better. This requires overcoming the impulse to “cross-sell” or to maximize short-term profits. But nothing demonstrates a real trust relationship more than putting the client’s needs first over self-interest.
Second, outside counsel must ensure that the work is solid. One of the reasons that inside counsel reaches outside the law department is to get special expertise. Inside counsel is betting his/her/their reputation on the quality and accuracy of the work provided; there is often no meaningful opportunity for in-house lawyers to double-check the work of outside counsel.
Third, bills must be fair. Regardless of what the specific retention agreement says, the law from must deal fairly with the company. There must also be a reasonable and rational relationship between the charge for the work and the value delivered to the client. This is easy advice to give but not always to take. In practice, some outside counsel find it difficult to mark down a bill when the time was put in and the work was done, but, even so, the product does not justify the charge. In terms of building trust, it is far more effective to adjust a bill before sending it rather than to wait for the client to ask questions. When work will incur larger expenditures than anticipated, conversations with corporate counsel on the potential issue should take place before submitting the bill. Even better, alternative ways to both accomplish the assignment and also reduce the charges should be discussed as well.
Finally, outside counsel must act not just as a lawyer but as a counselor. Not surprisingly, in-house counsel are often under a great deal of pressure and must deal with multiple, conflicting demands on their time. Sometimes the best thing outside lawyers can do is just listen, act as a sounding board, and offer a metaphorical cup of tea. There may even be times when the inside lawyer must be gently pulled down from the ceiling by someone who can provide an understanding, but dispassionate, voice of reason.
In short, trust is the foundation for all good relationships. There are as many ways to build trust as there are to destroy it.
2. Know the business
Corporate counsel have the right to assume that outside lawyers will take the (non-billable) time to learn basic facts about the company. Given the multiple sources of information available online, there is no excuse for any lawyer to come to a first interview or first consultation without a solid understanding of the organization to be represented. Not only is it a waste of time for inside counsel to review the basic facts with outside counsel, it suggests a lack of interest in the representation.
Outside counsel should look at the company’s...
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