Understanding Demands on Clients Helps Firms Give Turnkey Advice

In-house and outside counsel share the same education, bar license, and ethical duties, but the way they practice law on a daily basis can look very different.

For many in-house lawyers, the day is often divided into fragments where they come in and out of meetings on a wide variety of topics and make numerous split-second decisions. The ability to navigate a wide breadth of subject matter can be paramount.

Outside counsel, on the other hand, often dive deeply into specific issues. In-house counsel engages them when a matter requires sustained focus, additional bandwidth, or specialized expertise due to the scope or significance of a matter. There is the expectation that no stone will be left unturned and every key angle analyzed.

Keeping these differences top of mind helps in-house and outside legal teams collaborate more effectively because, as in almost any situation, possessing an appreciation for other players’ positions will make you a better teammate.

Given the levels of uncertainty in today’s business environment, clear communication and understanding between in-house and outside counsel is critical. Laws, regulations, practices, and expectations—including some that have been in place for many years—are changing with unprecedented velocity and scale.

When partnering on a project, outside counsel must not only be well-versed in these changes, but must also communicate them in a timely, contextualized, and digestible manner to enable the in-house team to evaluate and adjust as necessary to guide the company’s management team.

At the same time, strategic and operational shifts may already be happening at the client’s organization. Outside counsel must be aware of and understand these changes and develop a sense of how the legal approach and positioning needs to pivot in parallel to achieve new or modified business goals.

A greater recognition of the day-to-day world of the in-house legal team can help outside counsel provide more actionable and turnkey advice. As just a few examples:

• If an in-house lawyer asks for “just a few bullet points” on an issue to share with a senior executive, it likely means that each bullet point should be no more than one or two lines and the sum total should be three to five lines. The executive receiving the advice may be reading it on a phone while traveling with 20-30 seconds at most to devote to reading it before having to move on to other priorities. If outside counsel internalizes this perspective, the draft provided to the client will ideally be ready to send with minimal or no modification.
• In-house lawyers often receive copious amounts of “client alerts” from law firms about new regulations, market practices or other legal developments. When a day is filled with back-to-back meetings, sifting through these communications to determine which updates matter is not realistic. The outside counsel that recognizes this and takes the extra step beyond the email blast to include even just a few words about why the alert is relevant to a particular client is adding actual value, and is more likely to be remembered.
• When negotiating a strategic transaction, an understanding that in-house attorneys are advising their management team on whether the outcome of a deal point is sufficiently favorable and whether it can effectively be carried out post-closing should allow outside counsel to provide a robust assessment of legal implications as well as practical implementation considerations.
• If a regulatory issue presents itself, outside counsel that is a true partner will provide input not only for communications with the regulator but also for internal communications within the company so that employees can be appropriately aware rather than prone to speculation.

We are sharing these perspectives as attorneys who have practiced both in corporate legal departments and at law firms. To briefly introduce ourselves, Adam spent over 11 years at a public DNA sequencing company negotiating complex IP and commercial agreements, and then almost three years at an early stage pharma company where he was responsible for all transactions and had the opportunity to build the contracting infrastructure from the ground up. Joe served as an assistant general counsel for a Fortune 150 company where he focused on M&A, securities, corporate governance, and financing matters.

Upon rejoining private practice, it was immediately apparent to both of us that our time in-house had changed our perspective and augmented our ability to service clients.

As lawyers working on transformative transactions and bet-the-company matters at either a company or at a firm, we all enjoy solving problems, creating opportunities, and delivering high-quality, impactful work. The more we understand each other’s daily realities, objectives and perspectives, the better our chances are to do just that.

This article does not necessarily reflect the opinion of Bloomberg Industry Group, Inc., the publisher of Bloomberg Law, Bloomberg Tax, and Bloomberg Government, or its owners.

Author Information

Joe Michaels is a partner in Sidley Austin’s M&A practice, advising public and private companies, private equity sponsors, and boards on complex domestic and cross-border mergers, acquisitions, and strategic transactions.

Adam Welland is counsel in Sidley’s technology and life sciences transactions practice, where he advises technology, life sciences, and growth-stage companies on complex commercial, licensing, data, and strategic transactions.

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