Hello again everyone! I am very excited to report to you that my next book (number six) is in the hands of the publisher and should be out by this summer.[1]  The working title is The Productive In-House Lawyer: Tips, Hacks, and the Art of Getting Things Done.  I think you are going to really enjoy reading this one, especially if you find yourself pressed for time to do all the things you need to do on your to-do list.  Which basically means anyone reading this.  The book is jammed to the rafters with different ways to squeeze more time out of your day with the goal of getting more done (and more important things done) in the time you have vs. working more.  While I am not going to go into too much more detail here (I do want you to actually buy it when it’s available), there is one section of the book I keep coming back to in my head.  What section is that you ask?  Well, thank you for asking!  It is the section on how to say “no.”  In particular, how to create a “Not-to-Do” list, i.e., a set of principles that guide how you will spend your time by setting out the things you will not spend time on (or spend significant time on).  I certainly cannot take any credit for the idea of a “Not-to-Do” list.  The concept has been around forever, and history is full of people wildly succeeding at not doing things, such as Emperor Nero standing by while Rome burned, my law school roommate, the Kardashian family, Congress… okay, enough of that.  But you get my point, and that is the blindingly obvious fact that one path to getting more done is to reduce the number of things you are doing (Hey, I never said this was rocket science).  One way to do that effectively as an in-house lawyer is to create a list of things you will not do – a “Not-to-Do” list.  Alas, yet another thing law school, law firm, etc. never teaches you how to do (though it is such a fantastic tool).  So, let’s fix that problem.  This edition of Ten Things walks you through how to create a Not-to-Do list (and how to use it):

1.  What is it?   A Not-to-Do list is simply an organized list of things that you have identified as not worth your time doing.  It is the antithesis of the “to-do” list (i.e., a list of things you want to accomplish).  Instead of setting out tasks or goals that you aim to accomplish, you list or outline tasks, activities, habits, or whatever that you are intentionally choosing to stop doing (or avoid). The goal here is to boost your productivity by identifying and eliminating non-essential tasks – and creating a systematic way for you to identify those non-essential tasks in advance and stop doing them!

2.  Stop saying yes!  One thing that dawned on me toward the middle of my in-house career was that I was terrible at saying “no.”  I still suffer from this affliction.  The problem, obviously, is that saying yes to everything is a recipe for not getting anything done or done well. So, when you are starting to think about building your Not-to-Do list you must wrap your brain around the concept of saying “no” to things.  This is somewhat easier when you are higher on the food chain and incredibly hard when you are near the bottom.  I have resided in both places (and which one I prefer depends on the day).  Generally, you need to be realistic about what and to whom you can say no.  Anyone who can fire me is usually my test, as in if you can fire me (or get someone to fire me), I am probably going to say “yes.”  You may have a different trigger and that’s great.  The important part here is getting comfortable with the necessity of saying no when needed and yes when you must.

3.  How do I start?   I know you need another project like you need a hole in your head but you are going to have to spend a bit of time thinking about what goes on your Not-to-Do list.  To start, this is different than a to-do list where you are typically setting out specific tasks you want to/need to get done.  Here you are looking at identifying specific non-essential tasks you wish to avoid or stop doing altogether (or at least put limits on how much time you will spend on them).  Moreover, you are looking to eliminate or limit bad habits or bad behaviors that negatively impact your productivity, for example, not getting enough sleep or multitasking.  Start with a piece of paper and draw a line from top to bottom.  At the top of the left side column put “Continue to Do” and at the top of the right side column put “Stop Doing.”  Over the next two weeks, put whatever you are doing in one of the columns (and it is okay to move things back and forth between columns as you sort it all out).  As you start a new task, consider whether it takes a lot of your time and does it contribute to your productivity or is it, essentially, a time waster or something you could delegate, e.g., unnecessary meetings, checking email constantly, working on a low-value contract, and so on.  And because well-being and good health contribute to productivity, list any habits that negatively affect your physical health or mental well-being. This could include skipping meals, poor posture, not taking that 20-minute walk, and so forth.  By the end of the two weeks, everything that landed in the right side column is a candidate for your Not-to-Do list.

4.  Be realistic.  The above is a pretty healthy exercise to go through for many reasons.  As you put together your list be realistic about what you can truly accomplish.  Simply because you don’t like to do something, doesn’t mean it goes on your list.  Likewise, things that you enjoy doing may go on the list because they are low value, or they should be delegated so you can focus on higher-value work.  I am not suggesting that you cannot ever do anything fun again but be cognizant of the highest and best use of your time.  Additionally:

• Don’t overload your Not-to-Do list with too many items at once. Start with a few things you want to stop doing or change and expand your list gradually.  Trying to boil the ocean on day one never gets you very far.
• For tasks you cannot eliminate entirely, set boundaries. For example, limit checking emails to specific times of the day or no more than two low-value contracts per week.
• It’s okay to fail.  You may simply not be able to stick with your Not-to-Do list at times and that’s okay.  This is about the long game more than it is about today.  If you are consistently looking to stop doing low-value or time-wasting tasks, then over time you will be able to focus on higher value and more important work and that’s where the big leaps in productivity happen.

5.  Don’t be an asshole about it.  A Not-to-Do list is a great (if simplistic) tool to help you boost your productivity.  It is not a license for you to be or become “that person” everyone hates dealing with.  Your list is not written in stone tablets by the fiery hand of an all-supreme being and all must obey lest they be cast into a pit of sulfur and bitey demons (though I do think that would be a pretty cool fate for some people whom I will not name).[2]  It’s just you trying to find a way to focus on the more important stuff and not spend so much, if any, time on the less important stuff.  In other words, be reasonable about the entire process.  Sometimes saying no isn’t about simply saying no.  It can be about saying, “Not yet.”  That is, for example, whatever it is you want me to do isn’t ready for me to spend time on and you (other person) have some things to do before it comes to me.  This can be as straightforward as saying, “You need to get finance and IT to sign off on the financial and the tech requirements before I can spend any time on this because if they aren’t on board I would just be wasting your time and my time.”  This is a polite way of telling the other person to do their job first before they fob this off on the in-house legal team.  Still, sometimes it is about saying no and that can be a tough conversation.  If you do have to say no, don’t be a shithead about it.  Be patient and sympathetic but be realistic about why it is not something you can take on right now (and give an estimate of when you might be able to work it in – assuming you can). More on this below.

6.  What am I looking for?    Several years ago, Blaz Cos (great name) wrote a blog that resonated with me and crystallized in my mind what a Not-to-Do list is all about.  It’s about creating rules that guide what you will work on and what you will not work on/do (or will try to limit).  As you start to identify things for your list, here are some of the guiding principles from his list that I think hit the mark for in-house lawyers:[3]

• Everything that you consider a distraction from staying productive.
• All the tasks that you can delete, delegate, or outsource.
• Other people’s responsibilities.
• Tasks that have a low impact on your value production (for example, small projects that are always in the way of the bigger ones).
• Stuff that doesn’t need to be done.
• Things that are out of your control.

7.  Do it as a team.  While everything in this post can help you individually become more productive you will multiply the impact of creating a Not-to-List by working together to set common parameters for the legal team as a whole, i.e., things the legal department as a whole will not do (or will limit).  If you are the leader of a legal department or a group within the legal department, consider a plan to have everyone create their own Not-to-Do list and then spend time together going through the lists to identify common ideas that would make up a general legal department or group list.  Not only are you getting the benefit of everyone’s ideas but standing up a “legal department Not-to-Do list,” sends the clear message to everyone that they should be focusing their efforts on the right tasks and the right behaviors at the expense of the less valuable, less important, or totally stupid mindless time-wasting tasks all legal departments and in-house lawyers struggle with.  This means you may need to point the finger inward and consider eliminating or doing away with less valuable and time-wasting tasks or meetings you have within the legal department, i.e., fight the enemy within.

8.  What does it look like?  Okay, enough with the background and theory.  I know what you really want is to see an actual Not-to-Do list in all its glory.  And that’s exactly what you will get.  Here is my in-house not-to-to list circa 2018-2019:

Sterling’s Not-to-Do List

I will not:

• Let other people set my priorities (other than my boss).
• Accept invites to or attend unproductive meetings (internal or external).
• Spend more than five minutes a day on my to-do list (but I will spend more time on my Top Three list every morning).
• Give up meetings I have set with myself to get things done.
• Multitask.
• Answer the phone when I am concentrating on a project (voice mail is fine).
• Do things that simply take way more time than the value generated.
• Check my emails more than once per hour.
• Offer up deadlines before letting the business suggest them.
• Accept unreasonable deadlines.
• Eat lunch at my desk every day.
• Keep things I can delegate to someone else.
• Use email to communicate something that requires a phone call or meeting.
• Work on contracts where the person sending the contract hasn’t done their part to get the contract ready for legal review.
• Take on new projects when I am out on vacation.
• Agree to turn around a contract draft in one day when the other side took three weeks to redline it. 
• Rewrite people’s work product no matter how crappy it is unless it materially affects the agreement.

This is my list from a few years back.  What actually works today in your in-house world is idiosyncratic to you.  Hopefully, I have given you some ideas to help you get started. Most importantly, that you see that this process isn’t about saying no just to say no; it is about having principled reasons for saying no and staying laser-focused on things that matter most.[4]  It’s a difference that matters, especially if someone in a position of authority asks you “why” you said no.  Being able to articulate sound reasons for why you (or the department) chose to do Project A over Project B is the hallmark of a smart in-house lawyer.

9.  How to say no.  I realize that none of this is very useful unless you start saying “no” to things (which I understand goes against almost every fiber of your being).  As you start out on your journey to the wonderful and exotic Land of Saying No, here are the keys to how to say “no” or “not yet” (which can be equally effective):

• Stick to your list – understand your current workload, priorities, and the strategic objectives of your organization and how they match up with your Not-to-Do list.  This is your North Star.
• Communicate clearly when saying no – be clear (and respectful) when communicating that you cannot take on a project.  Provide a reason and not an excuse.  Start with simply highlighting what’s on your plate and why they are the current priorities and that taking on more at this moment would just result in low-quality work all around.  That said, be professional and empathetic in your response.
• Maybe later – saying no doesn’t mean forever.  Before responding, spend a few minutes thinking about ways you might be able to help, i.e., can someone else help, is outside counsel an option, is “next week” a solution? Offering alternatives can soften the blow and show your commitment to finding solutions to problems.[5]
• Check with the boss – when I was general counsel I told my team that if you are not sure about priorities to come to me and we’ll figure it out.  And if anyone was going to get their ass chewed out it would be me (because as general counsel I was pretty used to that – and it was my job to make the hard calls).  So, if you are not sure about what to do, go to someone senior and ask how they would handle saying no or resetting priorities.  If you are the boss, step up!
• Be consistent – the Not-to-Do list gives you a set of principles that allows you to be consistent in what you will do and what you won’t do.  Stick to it so no one feels you are being arbitrary.  This is also how you start to set boundaries around capacity and reduce (but never eliminate) feeling overwhelmed.
• Follow up in writing – I know this sounds a bit CYA.  That’s because it is.  There will be people who are very unhappy hearing the word no.  Your best friend if the boss calls you and asks why you or the legal department are shirking work is a copy of the short note you sent to the client explaining why you could not help.  It’s polite, respectful, and clear on what the priorities are and any solutions you have offered up.  This works best when the general counsel has had a discussion (and gotten agreement) with the C-Suite about what the priorities are for the legal department and how it will best deploy its limited resources.  If you are a leader, this should be a priority as you work through the Not-to-Do list process.

Regardless of your wonderful plan and list of ways to say “no,” always be prepared to be overruled by a higher power and have your priorities changed on the fly.  It happens.  But it means something else gets pushed down or reassigned.  It cannot be about jamming more onto your plate with the same expectations of timing and quality.

10.  What are the benefits of doing this?  Here are just some of the benefits of creating a Not-to-Do list and setting clear boundaries of when you will or will not engage:

• Allows you to focus on priorities: By identifying what not to spend time on, you automatically streamline your focus toward what truly matters.  By regularly reflecting on what doesn’t drive productivity and adding those items to your Not-to-Do list, you are honing your decision-making skills. Over time, you become good at identifying essential tasks and those that aren’t.  Mastering the ability to pick the important stuff over the unimportant stuff will serve you well.
• Avoid things that waste your time: Your time is incredibly valuable.  Unfortunately, many in-house lawyers have habits or tasks that consume a lot of time but don’t significantly contribute to meaningful productivity (i.e., busy work).  Don’t sell your time cheaply.  Spend it on work that matters.
• Enhanced Productivity: Actively deciding not to engage in certain tasks allows you to spend more time and energy on projects that provide the high value or best return on your investment of time.  The ability to make time or save time allows you to get more done in the same amount of time.
• Learning to Say No: Knowing when and how to say no is incredibly useful for in-house lawyers.  A Not-to-Do list helps you set the boundaries of your work day or work week.  Or between work and home.
• You’re in Control Again: Actively deciding what not to do can give you a greater sense of control over your life. This can be especially valuable during times when things feel chaotic or overwhelming.

*****

Well, that’s all I have for today.  There is more in the new book, so stand by a little longer and I will get that in your hands as soon as possible.  For today’s purposes, consider whether creating a Not-to-Do list is a good idea for you and/or the department/group (or maybe just one person on your team who struggles with saying “yes” too much).  If it is, spend some quality time preparing it (starting small and adding as you get better at it) and learning how to effectively use it to say no.  If you can do it as a team, the impact will be even bigger.  That said, it won’t happen overnight, so don’t charge into the office tomorrow yelling, “Hell no!” to everything (but that could be fun so don’t totally discount it…).  Be smart about the rollout.  Over time, you will get the hang of it and enjoy the many benefits of saying “no” when you can and “yes” when you must.

Sterling Miller

February 29, 2024

My fifth book, Showing the Value of the Legal Department: More Than Just a Cost Center is available now, including as an eBook!  You can buy a copy 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] And is it so nice not to have the ABA publishing goon squad parked outside my house reminding me of deadlines and bringing a general sense of thuggery, menace, and Polo cologne to my personal space.  Seriously, where does the ABA get these guys?  Villains-R-Us?  The Cheescake Factory? Regardless, the danger is over – for now.  I am sure they will show back up once the galleys start coming back.  Terry and Raoul – it will be good to see you again.

[2] Though if you get a few beers in me, I may start blabbing… or crying.  Or both.

[3]  See Blaz Koz, The “Not-to-Do List”: A Personalized List Of Tasks And Habits You Should Never Do.

[4] One of the best ways to help the department as a whole focus on priorities is through a huddle meeting.  See my “Ten Things” blog post Legal Departments and the Value of Huddle Meetings.

[5] One thing I did that was pretty effective in seeing just how important something is was to offer to meet on Sunday morning at 8:00 a.m. to discuss the project.  If it is truly a priority they will say yes if not, then it isn’t a priority.  In 30 years of doing this, I had one person take me up on that offer.