In my newest book, Showing the Value of the Legal Department, I include a section on the evolution of the role of in-house counsel.  I walk through the “dark ages” (lawyers in the basement alone and ignored) all the way to the current phase of “leaders/strategic thinkers” (using our lawyer superpowers to become valued partners to the business).   As I see it, the part of the role that has changed the most over the course of this evolution is the need for in-house lawyers to bring more to the table than just good legal skills.  Those are just your ticket to get into the circus.  To be successful, to be viewed as a partner to the business, and to get your seat at the big kids’ table with the filet mignon, you must also possess a set of key business skills.  How do I know this?  Well, I fumbled and bumbled my way through the process the hard way, i.e., I had to figure it out mostly on my own (but certainly – and thankfully – with the help of some key mentors along the way).  But I did figure it out and had a seat at the table as general counsel three times where I learned that the business had its own language (numbers) and way of doing things (business school) that were foreign to me given my legal background.  After thinking about it a bit, I realized that almost everyone at the table had a background in certain business skills that I did not possess.  Moreover, while everyone was more than happy to explain things if you asked; if you didn’t ask, they just assumed you were playing the same game they were playing, and it was on you to keep up with the class.  And, of course, like most lawyers, I was too proud to just up and announce that I had no clue about half the shit they were talking about.  Fortunately, I was smart enough to know I had to level up or I was soon destined for the little kids’ table and a nice Happy Meal of chicken nuggets.  So, level up I did.  And over the course of eight years of writing this blog, I have mentioned a wide assortment of business skills you need to succeed in the role.  But what I have not done is list all those skills in one post.  This edition of “Ten Things” corrects that oversight and sets out the ten essential business skills you must master to succeed as an in-house counsel.  And thanks to Marco Bijl, Head of Legal at Philips, for the idea:

1.   Finance.  Unfortunately, we must start with math (hey, don’t yell at me, I am only the messenger here).  As I mentioned, the business speaks its own language, and that language is numbers.  You do not need an MBA, or a finance or accounting degree (or how to use those awesome HP calculators the finance guys are always whipping out where you enter the information backward), but you must have a certain comfort level with some critical financial concepts.  To start you need to know how to read a balance sheet, a profit and loss statement, and a cash flow statement.  I learned to do this by watching videos on YouTube and by reading the company’s financial statements whenever available.  And, if I had a question, I made sure I had a friend in Finance whom I could bother to help explain things to me.  Beyond the Big Three financial documents I also made sure I understood ten key formulas:

• EBITDA
• GAGR
• NPV
• Gross Profit
• Gross Margin
• Net Income
• Depreciation/Amortization
• Variable Margin
• Variable Contribution to Margin
• COGs

Are there more?  Unfortunately, yes.  But I figured out that if I knew these ten I could follow along pretty well in most meetings.  How did I learn these?  Yes, YouTube again and a good dictionary of financial formulas and terms that I kept handy when new formulas and terms popped up (which they always did).  If want more, check out my “Ten Things” blog on basic finance for in-house lawyers.

2.  Negotiation.  Of the many things they do not teach you in law school, basic business negotiation is high on the list.[1]  But, for some reason, everyone assumes that lawyers know how to negotiate.  As if we dropped out of the womb with some magical power to get business deals across the finish line.  Well, we didn’t and we don’t.  Negotiation skills must be learned (and honed).  And if you want to be a successful in-house lawyer, it is critical that you know how to negotiate properly.  Not only with the party on the other side, but internally – which is, trust me, is the much harder negotiation.  There is a lot here and I only have so much ink space, so I am going to focus on five things about business negotiation you need to understand:

• Everybody has to get something out of the negotiation.  True negotiation is not “I win, you lose.”  There may be times when that could be the case, but the party on the other side will hate you and will look for ways to screw you over the first chance they get.
• Negotiation is 90% preparation, 10% talking.  If you want to strike the best deal you need to understand everything about the deal, including what the other side wants out of the deal.  The hard work is preparing for the meeting.  But, when you have full command of the facts, the contact, the issues, you have the upper hand because odds are good that you are the only one who committed that level of preparation.
• Have a playbook.  Any substantive negotiation includes a lot of moving parts.  A simple playbook setting out the key issues and the positions of the parties (including how those positions have morphed over the course of the discussions) is a valuable tool.  It can be a pain to prepare, but a good playbook that includes terms you will simply walk away from and terms where you hope to land will keep your side of the table aligned and the key business leaders informed of how the negotiation is going and when – as a business – you will take or walk away from a deal.
• Take reasoned positions. There should be a rational and explainable reason for every position in a negotiation, and you should be able to articulate that rationale to the other side when you are discussing your position and why you want what you want or why you cannot give the other side what they want.  There is little more frustrating than negotiating with someone whose only response to “why do you need that” is “because we want it.”  Don’t be that person.
• Nothing is done until it’s all done.  Negotiations are fluid and most business negotiations leave the really hard issues until the end.  There is nothing wrong with that, but be sure that you are clear that while you may have agreement today on a key point, nothing is final until you see how everything looks at the end of the negotiation.  While the odds are very good that you will keep pretty much everything you have already agreed upon, there is a chance that you may need to re-trade on something you got or gave up earlier in order to make the very last pieces of the deal palatable.  If you are clear that nothing is final until everything is final, you should not have to deal with the other side accusing you of backsliding or trying to “renegotiate” things that were already agreed to.  Just remind them that you said, nothing if final until everything is final.

For more on this, see my “Ten Things” blog on how to negotiate.

3.  Business writing.  One of the first things to do when you move in-house is to forget almost everything they taught you about legal writing in law school and at the law firm.  It just doesn’t work in the business world.  In fact, writing like a lawyer will make you about as popular as a leper at the Miss American pageant.  To start, I am not saying that you need to stop thinking like a lawyer.  Not at all.  But, when you are translating those high-quality legal thoughts to paper (or email) you need to understand a few things.  First, your audience doesn’t really give a crap about legal issues.  So, their tolerance level and attention span for whatever you are writing about is low.  In other words, keep it short, to the point, and put the answer up front.  Second, lose the legal jargon, the Latin words, the footnotes, the Blue Book citations, and your love of multiple alternative theories.  Why?  See the first point – no one gives a crap.  Third, keep things simple.  You may wallow in the legal mud pit all day long, but the business doesn’t.  So, don’t assume they know what you are talking about and bring things down to the level of your audience, i.e., write so they can understand you.  The goal of all writing is clarity.  Aim for that.  Fourth, give them options and your recommendation on what to do.  They may not agree with your recommendation, and that’s okay.  But, failing to give an answer or not telling the business what you think they should do will not sit well.  And it shouldn’t.  Your job is to give the best answer you can and to give your advice and counsel to the business in a way they can understand and that is practical and useful to the business.   If that’s not your goal, then you are missing the point – by a lot.  For more on this see my “Ten Things” blogs on writing skills for in-house lawyers and on how to present legal issues to the business.

4.  Delegation.  Most lawyers are not good at delegation.  This is primarily because either they think no one can do the work but themselves (false) or they view it simply as a way to get work off their desk onto someone else’s desk (bad).  While the latter is a good trick if you can pull it off, it’s not really delegating.  It’s more like fobbing off stuff you don’t want to do for whatever reason and letting the “fobbee” sink or swim on their own merits.  And, if you have ever been the fobbee you know this sucks for you and for whomever is going to rely on your work product because you likely have no clue what you are doing – and it shows in the finished work product.  Smart business people understand the true value of delegation and how to delegate work properly.  To start, delegation is about teaching someone to do work that you have already mastered and there is little value to you or the business in you continuing to do it.  Delegating properly frees you up to do more important things and allows the delegee to learn a new skill and enhance their value to the legal department.  Everybody wins!  But to do it correctly, you must spend the time necessary to do the following:

• Determine what you want to (and can) delegate (it must be work you have likely mastered and are in a position to pass along to someone new).
• Invest the time to train the person (this is not a dump-and-run proposition).
• Give clear instructions on what needs to be done and when it is due.
• Set-up check-in points so you can monitor progress and work quality.
• Review what they give you and give them constructive feedback (this may mean redlining their document vs. just writing “unclear” in the margin, which is about as helpful as a mud fence in a rainstorm).
• Let them do it their way (the objective is the end result, not the process they used to get there.  They may not do it the same way you would and that’s okay.  Learn to let go).

To delegate correctly remember the three “C’s” – Commit, Communicate, and Coach.  That is the only way to develop a long-term delegation solution.  Otherwise, you might get something off your plate, but odds are good that it’s going to land right back on it.  For more on this see my “Ten Things” blog on the basics of delegation.

5.  Comfort with technology.  As uncomfortable as lawyers are with delegating properly, they are even more uncomfortable with technology.  That’s not a good look when it comes to working in-house.  First, all businesses rely on technology to do things more efficiently, faster, and cheaper.  If their in-house legal team is relying on paper and pens you can see the mismatch (and why businesses might wonder if they have the right folks running the legal department).  Second, if headcount is limited (and when is it not?), technology can provide a true path to doing “more with less” – if you have the right technology and are using it properly.  Third, image matters.  If the business believes it has a cutting-edge, on-the-ball legal department, things simply go smoother.  Demonstrating prowess with technology is one way to achieve this.  Moreover, technology generally allows you to track, create, and manipulate data.  A legal department that can wow the business with dashboards, charts, graphs, and data, is a legal department that has instant credibility with the business.  It’s all about speaking the same language as the business and using technology is one effective way to communicate.  But, to do all of this you have to be comfortable with technology and willing to take the time to learn how to use it properly (and not get suckered into buying more than you need, or worse, something that doesn’t really do what you thought it would do).  This means sitting through the demos (ugh), training (double ugh) and then using the technology every day (triple ugh!).  There is simply no other way.  I started out hating technology, but over time have become a big proponent of its value and place in the legal department of today.  It all came together for me when I realized that there was little I could do to break it (thank God) and that the “save” button is the most important piece of whatever I am using!  For more on this see my “Ten Things” blog on buying and implementing legal tech or any of my “cool tech for in-house lawyers” posts.

6.  Project management.  Lawyers are actually pretty good at managing projects.  It’s part of our DNA.  That said, we tend to manage projects like “lawyers” and not like businesspeople.  There’s a difference.  As lawyers, we tend to be worried mostly about the results, and that’s fine.  The results are certainly important.  But, how you get to those results, the process you put in place to help ensure that the project is delivered on time, on budget, and as promised is something lawyers generally need to learn.  Which is why all in-house lawyers can benefit from learning the basics of project management.  This doesn’t mean you have to do it exactly like someone certified by the Project Management Institute would do it.  But, there are some basics that can turn your task into a well-oiled machine that the business will recognize as such and will, in turn, admire the fact that the legal department has bought into and is using project management tools.   Here are the steps you’ll need to adopt/master to get project manage down:

• Kick-off meeting.
• Scoping the project.
• Planning the project steps.
• Executing the project plan.
• Monitoring the project.
• Communicating progress.
• Change management.
• Post-mortem (i.e., what can you do better the next time).

It seems like a lot I know, but when you see it all in action it can be a thing of beauty.  And when the business sees its legal department deploying project management techniques they will be impressed and will recognize the value being driven by its lawyers.  For more on this topic, see my “Ten Things” blog on legal project management for beginners.

7.  Time management/productivity.   Among the many things they should teach in law school but don’t are basic time management skills.  Given the incredibly fast pace of work in-house counsel must deal with, the ability to properly manage their time, prioritize work, and avoid getting stuck in useless meetings and conference calls is of paramount importance.  In fact, my next book (due out in 2023) will be on how in-house lawyers can enhance their productivity.  In the meanwhile, here are several of my “Ten Things” posts that deal specifically with increasing productivity and enhancing time management:

• Increasing the Efficiency of the Legal Department Through Technology.
• How to Be More Productive Every Day.
• Slaying the Email Jabberwocky.
• Creating a Good Contract Playbook.
• Escaping Meeting Hell.
• The Productive Power of Little Things.
• Legal Departments and the Value of Huddle Meetings.
• Ten Things You Can Do in Ten Minutes (a Productivity Hack for In-House Counsel).

Of course, proper delegation (see above) is another way to enhance productivity and better manage your time.  For in-house lawyers, look at some of the senior executives in the company and see (or ask) how they best manage their time.  Likewise, many companies offer courses on time management and it’s worth checking out whatever is offered because even if you find a way to save 15 minutes a day, that is over an hour a week and over 50 hours of additional time per year.  It truly adds up!

8.  Soft skills.  As I mentioned, great legal skills are essential, but those only get you in the door.  To truly be successful in-house you must identify and master the right “soft skills” and bring those to the office with you every day.  Sure, I know that at the law firm there was always the super-successful partner who couldn’t care less about soft skills and, as long as he made it rain, he could be as big of a jerk as he wanted to be.  If you do that in-house, you will not be the super-successful partner in the corner office.  You will be the mega asshole in Legal that everyone hates dealing with.  Don’t be that guy.  But, if mega asshole is your goal, there are plenty of examples out there to emulate.  Otherwise, here are a few critical soft skills to focus on:

• Active listening.
• Approachability.
• Sense of humor.
• Emotional intelligence.
• Decisiveness.
• Curiosity.
• Proactive.
• Communication skills.
• Work well under pressure.

The list can go on and on, but I imagine you see the point.  While the business may not be able to tell how good your legal skills are, they will be able to measure and evaluate your soft skills.  And that is why they are so important to being successful in-house.  For more on this see my “Ten Things” blogs on building your executive presence and on taking advantage of opportunities.  And for a comprehensive list of critical soft skills, check out “Soft Skills: Definitions and Top Examples.”

9.  Strategic thinking.  Technically, this would fall under “soft skills” but I want to carve it out separately given how uber-important it is to being successful in-house.  And, once again, it’s a skill where law schools fall short in preparing their graduates for something so useful and practical in the real world.  Seriously, has anyone running a law school ever worked in the real world?  Sorry.  I’ll stop picking on law schools (I am almost out of space).  Regardless, the demand on in-house lawyers to become strategic partners to the business is only growing.  The problem is no one teaches you how to do it.  So, most in-house lawyers are left to their own devices to figure it out.  At least I was.  But I did figure it out (or at least I think I did).  Here are some things to focus on:

• Learn the business (i.e., truly understand how the business operates, the marketplace, and – most importantly – the company’s strategic goals and objectives for the next several years).
• Sharpen your financial acumen (see paragraph number 1 above).
• Develop relationships within the business (and not just the legal department), especially with members of the finance department.  And while you’re at it, ask them how you can be a more strategic partner to them and the business.  They will tell you).
• Volunteer for strategic projects (in the business and in the legal department).
• Develop an understanding of “game theory” (you’ll need it!).
• Set aside time every day to just think about things, looking at them not with the eye of a lawyer trying to solve a legal problem, but as a business person trying to advance the interests of the business by either creating value or limiting value destruction.

I wrote extensively about this in my “Ten Things” post on how to become a strategic in-house lawyer where, among other things, I provide the checklist I used to help me identify strategic problems and think them through.

10.  Data analytics.   Yes, I saved the hardest one for last.  I didn’t want you to get soft in the interim.  While somewhat related to finance skills, I view data analytics (sometimes called “business intelligence”) as something different, i.e., it’s the ability to a) find and compile data, b) determine the right questions to ask, c) use the data to answer those questions or spot trends, d) act on the data, and e) present the data in a manner that the business can digest (which is very different than how lawyers typically communicate).  Yes, I recognize that this is lot, but if there is one business skill that is embraced by the business, used literally everyday by the business, and is highly valued by the business, it’s the ability to analyze and use data.  Which is why this should be on your list of non-legal skills to develop or enhance and, more importantly, start using to enhance the operations of the legal department, including the development and use of KPIs.  There are many things in-house lawyers can do with data, from records and contract management, to spotting wrongdoing, to running a more efficient legal department.  It is the perfect job for a legal operations person (and one of many reasons you can justify hiring such a person).  I suggest starting small and finding some online resources to learn the basics, such as DataScienceforLawyers.org, an online legal data analytics course, like that provided by Novum Learning, or a CLE on the topic like the series provided by the Continuing Legal Education Society of British Columbia.  You can also check out my “Ten Things” blogs on data analytics, legal operations, and KPIs all legal departments should track.

*****

More and more, it is imperative that in-house lawyers focus on developing business skills in addition to the legal skills they already bring to the table.  The list above is just my list, you (or the business leaders where you work) may have a different list, and that’s fine.  Ultimately, you want to focus on business skills that matter to your company.  I also realize that no one is going to master the list above in a month or even a year.  It’s a process.  But, if you are a manager, these are some development ideas for things your team can focus on in 2023.  Or, if you are a self-starter, you may find one or two of these pretty interesting and will find your own way to start to dig in.  Regardless, it is not a matter of if you will need these skills, it is a matter of when.  The earlier you get started, the better!

Sterling Miller

October 31, 2022

My fifth book, Showing the Value of the Legal Department: More Than Just a Cost Center is available now, including as an eBook!  As the ABA says, “It’s the perfect holiday gift.  Buy several… or else.”  If you don’t want a visit from the ABA goon squad, just buy a few books and hand them out!  You can buy it HERE.

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 now at the ABA website (including as e-books).

I have published two other books: The Evolution of Professional Football, and The Slow-Cooker Savant.  I am also available for speaking engagements, webinars/CLEs, 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, or ideas for a post, please contact me at sterling.miller@sbcglobal.net, or if you would like a CLE for your in-house legal team on this or any topic in the blog, contact me at smiller@hilgersgraben.com

[1] In all honesty, it’s been a while since I went to law school so maybe I am wrong here.  If I am, let me know.  But, my guess is that most beginning lawyers have the negotiating skills of a trout.  That said, I’m willing to negotiate this belief with you.  You go first.