As you know, I love to get emails and LinkedIn messages from “Ten Things” readers.  In particular, when they have ideas for blog topics! Not too long ago, I received a request from someone who was about to take her first general counsel position.  She asked me for a list of things she should read when she started her new job (she was moving from a law firm and had never been an in-house lawyer before).   Of course, I was happy to oblige.  I sent her my list of reading materials along with some other suggestions, but it got me thinking.  I have written blogs on things in-house lawyers should read every day and on my list of “non-legal” books all in-house lawyers should read, but I have not tackled the list of things in-house lawyers should read when starting a new job.  I did a little digging and I see that there are some great materials on what new general counsel should read, there is nothing out there for the non-general counsel (or at least I couldn’t find it).  Still, whether you a brand new to the in-house life, new to a particular in-house job, or a crusty in-house old-timer like me, I think you’ll find something good on the list below, maybe even something you had not thought about as being important.  This edition of “Ten Things” sets out my new to the job in-house counsel reading list:

1.  Company strategic plans and goals.   Perhaps number one with a bullet is to get your hands on the company’s strategic plans, i.e., any current and long-term (three to five years) plans.  You will learn an incredible amount about where the company is going – and how the legal department can best help – by understanding and thinking about the strategic direction of the company.  You will also impress the crap out of the business by knowing the company’s strategy and (bonus points) being able to tie individual or department goals to parts of the company’s strategy.  Which is, of course, the perfect reminder to get (and read) a copy of the company’s yearly goals as well, as they typically tie into the strategic plans (only more immediately).

2.  Public reports.  If you happen to work for a publicly traded company then there is a bonanza of information to be found in its public filings, e.g., annual, quarterly, and 8-Ks.  Of particular interest to new in-house lawyers should be the risk factors section (risks the company faces), legal proceedings (material legal matters), and the financial summaries (cash flow, balance sheet, and income statement).[1]  Public filings also provide excellent summaries of the company’s various lines of business and overall business model.  If your company is not publicly traded, ask your boss (or someone in finance) for a copy of the core financial documents even if they are just pro-forma financials.  Understanding the “numbers” is key to being an effective in-house lawyer.

3.  Organizational charts.  Knowing “who is who” and “what is what” is critical for anyone starting in the legal department.  Get your hands on three charts: a) the company’s overall organization chart (from the CEO on down).  As you meet new people or get assignments/emails, look to see where that person/sender falls on the organizational chart, paying particular attention to the line of business they fall under and their ultimate boss – the person who reports to the CEO for that organization; b) a corporate organizational chart, i.e., the company and all subsidiaries, parents, and affiliated companies.  Understand the full landscape because it will matter, especially when preparing contracts or dealing with litigation; and c) the legal department organizational chart. While this last one is likely small, knowing who your colleagues are and where they sit in the department’s hierarchy is incredibly helpful.  And while you are at it, look up everyone in the department on LinkedIn and read their profile (and connect with them).  You will find out a lot about your new colleagues just from what they have posted on LinkedIn.

4.  The “Everything Bagel.”  When I stepped into the general counsel chair in 2004, this is one of the first things I read: 206 Ten Things You Should Know Your First Year as General Counsel.  Bob Robinson and D.C. Toedt produced this massive checklist for the ACC back in 2001 and it is jam-packed with goodness – just like an uber-delicious everything bagel!  While aimed at general counsel, every in-house lawyer should read it.

5.  Contract templates.  Businesses run on the contracts prepared by the legal department.  Smart legal departments (and businesses) have template contracts for their key products and services.  You will learn a lot about those products and services, the company’s business model, and – importantly – the company’s risk profile by reading through any standard template contracts.  This includes any terms of use on the company’s website.  You may even spot ways to improve the contracts – bringing value to the table right away!  There is an art to reading contracts and you can find out more by checking out my post on How to Read a Contract.

6.  Customer “catalogs.”  One of the first things I would do when I started a new in-house position was ask for any materials the company used to market its products or services to customers.  In the good old days, these were paper catalogs or similar materials.  Now, almost everything is online.  Regardless, if you want to understand the business you are working for you need to become versed in the products and services it offers in the marketplace.  Finding and reading materials (hard copy or online) about the company’s products and services should be a priority.  If you are having trouble locating them, ask someone in marketing or in product development to help you.  And, while you’re at it, ask them if you can get a demo of the company’s products and services – nothing will help you understand what the company “does” better than seeing it in person.

7.  All company policies.  Whenever you join a new employer, you are given a lot of policies and procedures to read.  Most of us just pretend like we have done so and tick the box that we have “read and understand.”  That is okay in the short term, but in-house lawyers should actually read all of the companies policies and procedures.  These are usually located in one place online (e.g., the HR intranet site).  Here are some of the key policies you should find (and read):

• Employee handbook.
• Business ethics policy.
• Anti-bribery policy.
• Sexual harassment policy.
• Antitrust policy.
• Document retention policy.
• Data security policy.
• Health and safety policy.
• Invention disclosure/ownership policy.
• Confidentiality policy.
• Bring Your Own device policy.
• Travel policy.
• Social media policy.
• Email policy.
• Data privacy policy (inward facing and outward facing – probably on the company’s website).

There are likely more, but it is on you to seek out what matters for your situation.  As the watchdogs of the company, in-house lawyers cannot do their job properly if they are not up-to-speed on the rules governing the behavior of the company’s employees.

8.  Legal department policies.  Guess what?  We’re not done with policies!  You must also read all of the legal department’s policies and procedures, including:

• Mission statement (if there is one).[2]
• Outside counsel guidelines.
• Legal department strategic plan.
• Legal department yearly goals and KPIs.
• Any intra-company service level agreements.[3]
• The department budget (as much as can be shared with you).
• List of outside counsel (including any policies governing when you can engage outside counsel and how).
• Litigation management policy.
• Client survey results (if any exist).[4]

Here’s one more you may not expect: the applicable Rules of Professional Responsibility.  Don’t laugh – it may have been a while since you read them but they are as important for in-house lawyers as they are for outside counsel.  In-house lawyers face unique ethics issues, vastly different than those faced by outside counsel.  See my post on Common Ethics Issues for In-House Lawyers.  Be sure you do understand the local licensing requirements for in-house lawyers in the state where you will be based.  Some are pretty loose, some are incredibly rigid.  But, getting crosswise with the state bar association for the unauthorized practice of law is not a good way to spend your time.  Keep a copy of the rules handy or bookmarked on your browser.

9.  Trade publications.  Whatever business(es) your company is involved in, there are likely multiple trade publications that focus on the industry, the competitors, developments, government policy, etc.  Seek this out and subscribe.  By doing so, you will be reading the same information the business is reading about the business.  If you are not sure how to go about it and your manager cannot help, ask the folks in marketing or industry affairs (or, ask the business colleagues you start interacting with as you get assignments).  Over time, you will have a handful of key resources.  It is also important to keep up with developments in the law, especially publications that focus on in-house lawyers.  Here are a few to check out:

• Presnell on Privileges.
• Adams on Contract Drafting.
• How to Contract.
• Above the Law.
• Inhouse Blog.
• Lexology.com.
• InhouseOps.

You should also look for blogs/publications dealing with your particular specialty, be it litigation, contracts, taxes, employment law, etc.  See my yearly post on best blogs for in-house counsel for some ideas (e.g., here’s the 2020 Edition).  Bottom line is to gather up a handful of sources you find useful and read them regularly.

10.  Ask.  Yes, something so simple and basic should be on your list.  When you start your new job and while talking with your manager, legal department colleagues, business colleagues, CLE presenters, LinkedIn connections, or whoever, ask them if they have any recommendations on things you should be reading to be a more effective in-house lawyer for the company.  Odds are good they will have more than a few suggestions for you.  And, of course, as you settle into the new job there will be things that become obvious adds to your reading list.

*****

I know this is a lot of material.  And, obviously, not something you can be expected to read in a week or so (unless you go to the Washington University School of Law like I did…).  But, since it generally takes a new in-house lawyer about 12-months to truly get up to speed on the company’s business, that should be your goal, i.e., spread it out over the course of your first year.  If you can get through it sooner, great.  But, don’t turn it into a death march!  One trick is to schedule an hour or two every week on your calendar just for “reading.”  If you set it up early and stick to it, it will become a habit.  A good habit.  If you have any suggestions to share, please do so in the comments or in a reply on LinkedIn. That’s all for today.  My next post will be my annual “Cool Tech” blog, always one of my favorites!

Sterling Miller

July 29, 2021

On August 11 and 12, I will be in San Antonio, TX presenting at the annual Texas State Bar’s In-House 101 and Advanced In-House Counsel courses.  If you are attending, please stop me and say hello!

My fifth book (on showing the value of the legal department) is with the ABA’s publishing arm.  It should be out later this year. I will keep you posted.  Two of my books, Ten Things You Need to Know as In-House Counsel – Practical Advice and Successful Strategies and Ten (More) Things You Need to Know as In-House Counsel – Practical Advice and Successful Strategies Volume 2, are on sale at the ABA website (including as e-books).  As the ABA says, “Please buy these books.  We need the money!” Give the ABA a break and buy the damn books!

I have published two other books: The Evolution of Professional Football, and The Slow-Cooker Savant.  I am also available for speaking engagements, coaching, training, and consulting.

Connect with me on Twitter @10ThingsLegal and on LinkedIn where I post articles and stories of interest to in-house counsel frequently.  

“Ten Things” is not legal advice nor legal opinion and represents my views only.  It is intended to provide practical tips and references to the busy in-house practitioner and other readers.  If you have questions or comments, ideas for a post, please contact me at sterling.miller@sbcglobal.net or, if you would like a CLE for your team on this or any topic in the blog, contact me at the firm, smiller@hilgersgraben.com.

[1] If you need some help with the financial part, check out my post on Basic Finance for In-House Lawyers.

[2] My mission statement was “Get Shit Done.”  Simple, but highly effective.

[3] Something I will be writing on in a future “Ten Things” post.

[4] See, e.g., my post on Creating a Client Satisfaction Survey.