One of the hardest skills to develop as an in-house lawyer is knowing how to prioritize your work.  It certainly was for me.  In the in-house world, everything is urgent, and everything is important, and everyone needs their project done yesterday.  We have all heard this “the sky is falling” plea from the business yet deep down we all know it’s bullshit.  Not everything is urgent nor important and people need things done in a hurry usually because they screwed around and waited until the last minute to dump it on you – so now it’s your problem and not theirs (and you are the bad guy if it’s not finished on time).  This has been true since lawyers first crawled out of the primordial ooze to go in-house.  And it will be true long after everyone reading this has left the stage.  Which means you have two options: bitch about it or try to fix it.  While bitching about it feels good for a few minutes, it does not advance the ball much, i.e., you are still left with too much to do and not enough time to do it.  So, my plan (after a little bit of bitching) was to figure out how to solve this ancient conundrum.  And as usual, I failed a lot but over time I figured out that the key was learning how to prioritize properly.  If I could learn to do that, I could spend most (but not all) of my time working on the right things at the right time.  For me the “a-ha” moment was realizing that setting priorities in a vacuum is problematic.  For in-house lawyers, prioritization requires a holistic approach with input from lots of sources other than your own inner monologue.  Sounds hard, right?  It is.  But that should not discourage you from trying to crack the nut.  If you have 15 minutes or so, you are in luck!  This edition of “Ten Things” takes on the challenge of discussing how to prioritize your work:

1.  What is prioritization?  Let’s start with the fundamentals, i.e., what do we mean when talking about prioritization?  It is not about responsiveness (a common misconception) or doing things as they arrive in your inbox.  For in-house lawyers, it is about doing the right work at the right time to deliver the most benefit to the company.  Looking at it another way, it is risk allocation under resource constraint.[1]  As we’ll see below, this means (i) understanding all the pieces on the board, (ii) their impact on the business (good or bad), and (iii) the likelihood of it happening.  Then, considering your available resources (usually for an in-house lawyer, it’s “time”) and figuring out what is most deserving of that limited resource.  My first boss in-house summed it up far more succinctly: “Sterling, do the shit that matters the most first.”  He was (and is still) a wise man!

2.  Use a system.  The in-house lawyers who are best at prioritizing their work use a system to help them make the right calls.  The calls aren’t always perfect (usually for reasons beyond the lawyer’s control), but that doesn’t matter over the long term so long as you are constantly evaluating what needs to get done and trying to place it in the right bucket.  If you do this, then – over time – you will spend most of your time working on the right things.  And that’s what matters most.  When it comes to picking a system, you have a lot to choose from!  My favorite is the Eisenhower Matrix (2×2) and I have been using it for years.  Here’s what it looks like in case you have been living on Mars and have not ever seen one:

It doesn’t require any fancy technology, just a piece of paper and a pencil (with an eraser – you’ll need it) and spending time figuring out where to place things (and being willing to adjust on the fly and move things around, i.e., what was urgent and important yesterday may have been replaced by something even more important and more urgent and you must be flexible enough to move to the more important priority).  Here’s how it works. 

• Urgent and Important (do first): These are tasks that require immediate attention, such as crises, deadlines, or materially pressing problems/matters.
• Important but Not Urgent (schedule to do later): These are tasks that are important but do not require immediate action.
• Urgent but Not Important (ripe for delegation): There are tasks that are urgent but not necessarily important and which can often be (and should be) delegated.
• Not Urgent and Not Important (ignore for now or eliminate): These are tasks that neither advance business goals nor require immediate attention.  They are often distractions or time wasters and should get the lowest level of attention if any (these can also go on your “Not To-Do” list).

As I said, there are other systems out there but I don’t have the space to include them in detail here (e.g., the Pareto Principle, Eat the Frog, MoSCoW, etc.).  But I didn’t leave you hanging – there is a detailed discussion of the best systems in my book, The Productive In-House Lawyers: Tips, Tricks, and the Art of Getting Things Done (available at all good book stores, grocers, and crematoriums).[2]  Find a system that works for you and stick with it.  

3.  Executive buy-in.   In the introduction, I mention that to get prioritization right you cannot do it in a vacuum, i.e., it is a team sport.  You will see other pieces of this below but for now we can discuss the importance of executive buy-in to your (or the department’s) plans to prioritize.  By this I mean whatever system you come up with, make sure you discuss it with the C-Suite, the heads of different business units and staff functions, and any of the power users of the legal department, e.g., the sales team or human resources.  In short, you want to tell the decision makers in the company how you/the department will approach prioritization using a system to help you best allocate the limited resources of the legal team to the most urgent and impactful matters facing the company.  Next, you walk each of them through how the process will work (more on that below) and ask for their input, i.e., how would you change this or hone it (or, even better, “What does your team do to help prioritize projects and tasks?”).  Then you need to make sure that they understand that prioritization means things will not get done and everyone has to accept that the legal team is focusing on the most important and time-sensitive matters first. And that they accept that they or people on their team may not be happy at times with how this falls out.  Lastly, if they or someone on their team has an issue with how things are prioritized, just call you to discuss it.  It may be that you do not understand the full importance of the project you have put to the side or maybe that group is willing to trade something that is on the priority list with a different project.  Everything is flexible and the only thing written in stone is that there are only so many lawyers available and only so much money for outside counsel spend.  The bottom line is that you want to get as many of the business executives as possible to buy into the prioritization process.  If you can get that accomplished (and, to be honest, it’s not easy), you will have a much easier time focusing on the right things.

4.  What’s important to the business?  The second part of ensuring that the legal team is working on the right things comes from an often underutilized resource… the business!  If you want to get better at prioritization, start with asking the business what it thinks is important for the success of the company, i.e., “What do you think we should be focusing on?”   Ideally, you want the priorities of the legal team to match those of the business.  It’s not always a perfect overlap but the more you can align with your colleagues in the business the less grief you will get about things being “stuck in legal.”  There are numerous ways to do this.  First, you should know the company’s goals and strategic plan by heart and prioritize work that advances those goals or the plan.  Second, set up a regular discussion with leaders in the business to make sure you know what they think is important.  It can even be as simple as going to the head of sales every Monday and asking, “What are your top three contracts at the moment?  I want to be sure we are focused on the right ones this week.”  Trust me, if you ask them they will tell you.  Asking also gives you the ability to say, “Well, we are currently focused on X, Y, and Z.  One of those will need to go to the back burner for us to make this new agreement a priority.  Which one would you choose?”  You have now put the onus on the business to help choose what gets done first and what gets left to the side for now.  That is when legal and the business are in harmony.  Lastly, send the business a weekly update on what legal has been focusing on and what it will be focusing on next.  Set out that if anyone has a question about a priority, to just give you a call and you can hash it out.  Setting and moving priorities (up and down) in real time is such a better experience than working on something for three weeks only to find the business doesn’t really care about that project and, instead, is asking you why this other project wasn’t a priority.  It all starts with talking to business – a lot!

5.  Factors to consider.  As you start to develop and enhance your communication with the business and the executive team about what’s important you need an additional filter.  This filter is based on the different factors you should consider as you are trying to place projects in the right order.   Here is my list in no particular order (though you may have others you want to add to yours):

• Financial exposure – what is the amount of money at stake?  The bigger the number the more important the project (unless you work somewhere where they are focusing efforts on generating less revenue, in which case run like hell for the doors because you are working for morons).  I always looked at it from this simple math formula – is this creating value or destroying value and by how much?
• Regulatory or litigation consequences – how significant are the regulatory or litigation consequences of the project?  Is this something regulators do not care about or could cause a major investigation?  If its litigation related, is this a run-of-the-mill legal dispute or is this a bet-the-company fight?  You should consider the following as part of your analysis: (i) fines, sanctions, loss of license; (ii) damages exposure or ability to get damages; (iii) personal liability for executives or directors (including jail time), and (iv) time diverted from the business to deal with the investigation or litigation.  The bigger the consequences, the more important the project.
• Reputational consequences – If you get it wrong (or right) what happens to the company’s brand or stock price?   What will the audit committee say?  How will employees feel about what the company is doing (or not doing)?  All of these things matter as a problem with high reputational consequences will get more attention all other things being equal.  
• Strategic importance – How important is this to the company’s objectives and strategy?  Here you need to consider things like strategic initiatives (e.g., M&A, JVs, product launches, new markets, etc.).  Similarly, is this a board of directors’ initiative, C-Suite, or head of a line of business?  Does it involve major customers?  The more the project involves a strategic imperative of the company, the more important it becomes.
• Likelihood of happening – you don’t want to spend a huge amount of your time on something that is highly unlikely to occur.  This means you must try to determine if the likelihood is remote, plausible, or probable.  Something that is probable (when combined with all the other above factors) will likely rise to the top of the pile vs. something that is remote.

You can also “weight” these factors, i.e., give more emphasis to something that is a strategic goal vs. reputational risk. There is a lot of flexibility here to help you focus on the things that matter most to the business (and you should discuss these factors when getting executive buy-in to make sure they agree). Regardless, one thing to keep in mind is not to get caught up in false precision. These factors are directional and guidelines, not calculus or something Albert Einstein dreamed up on the crapper.[3]  There is an additional factor – timing – that I discuss more fully below.

6.  No mercy!  When it comes to setting priorities and picking what you will spend your time working on, you must be relentless and without mercy.  Like a Roman legion hacking and chopping its way through a barbarian horde.  Remember, you are a limited resource.  There are only so many hours in the day that you can give to work, so what you spend your time on matters – a lot.  There will certainly be lots of things that you could spend your time on, but the key to prioritizing is focusing on the things you should spend your time on.  To do this correctly, you must make hard choices every day.  And not everyone will be happy about the choices you make but that’s too bad.  You cannot make everyone happy.  I mean, literally, in the history of the world there has not been a single time when everyone was happy so just realize you are not going to change that.  This is why it is so important to get executive buy-in on how the legal team will prioritize work.  If they are bought in, they will (usually) back your decisions or they will reach out to discuss reordering things based on new priorities – exactly the type of productive conversations you should have with the business.[4]   

7.  Pick your top three.  If you have read this blog for a while or any of my books (and please tell me you have), you already know this one but I will set it out here because it is critical to prioritizing work.  Like everyone, I have ninety gazillion billion things to do on any given day.  There is absolutely zero chance of getting through that list today, tomorrow, next month or whenever.  That means I have to choose what is most important to spend (roughly) 80% of my day trying to make progress on what I have prioritized.  I say 80% because I was in-house for a long time and I know that there are very few days where your plans are not blown to hell within the first hour.  What you need to do then is, using your factors, your 2×2, and by showing no mercy, pick your top three things to focus on for today.  A to-do list of three things is manageable and forces you to pick the things you should be doing – versus things that simply allow you to cross items off your to-do list (which I know feels good but is really false productivity).  Spend most of your day on those three things.  If you finish something, add another real priority to the list and keep going.  You can carry tasks over to the next day or – if priorities change – swap something out.  Bottom line is that a to-do list of three will keep you focused on the right things at the right time.[5]

8.  Don’t make priorities in a vacuum.  I have touched on this point above, but I want to emphasize how critical it is not to make priority decisions solely on your own.  I do not mean you have to speak with someone every minute of the day about what you are working on, but you should be getting input from others on a regular basis so you are deciding in real time what to focus on first. When I was general counsel, we used huddle meetings to ensure the department as a whole was focusing on the right things that week. I could listen to what everyone was focusing on that day or week and give feedback immediately if I thought a priority was misplaced or if we needed clarity from the business on what should be done first.  For more on this, see my “Ten Things” post on Legal Departments and the Value of Huddle Meetings.  Second, I spent a lot of time understanding what was truly important to the business.  How did I do this?  I asked them!  I was constantly in contact with senior leaders in the business making sure they knew what the legal team was focused on and making sure our priorities were matching their priorities.  And if there was a misconnect, we could discuss it and figure out what should go first.  I’ll be honest, it wasn’t always easy or fun, but over time it worked great once the business side figured out I wasn’t trying to get out of doing the work, I was just trying to make sure the right work got done first.  In short, you should constantly get (and seek) feedback on what the priorities are at the moment and use that information to best ensure you (and your team) are focusing on the right things.

9.  Is the flexibility on the deadline?  As noted above, here is one additional factor to consider when prioritizing: what is the true deadline?  Obviously, projects with real short deadlines will come before something that has a deadline several weeks out.  This means you need to master the art of negotiating deadlines with the business.  Why?  To start, they will claim everything is urgent and needed yesterday.  We all know that is not true.  Second, aligning on the right deadlines will make prioritizing significantly easier.  The first thing to remember is to NEVER offer a deadline yourself.  If you do this, you are locked in and screwed – thanks to your own eagerness to please.  Always let the business propose the deadline (you will likely find that they will propose something days beyond what you had in your head).  Second, when they propose a deadline, ask them why is that the deadline?  If it is just a “nice-to-have-it-by” deadline, then go deeper and try to figure out the true deadline and use that.  Here are some questions/discussion points to use with the business to help figure this out:

•  “What happens if this is not done by [X] date?”
• “What is the business, financial, or reputational risk if we miss this date?”
• “Who is the ultimate decision maker waiting on this project?”
• “Understand that rushing deadlines usually means more downside to the deal.”
• “Who else is involved in this and how are they aligned around deadlines?”

These questions/discussion points (and others) will help you get to the real deadline.  For more on this – and even more discussion points (and I highly encourage you to read it) see The True Cost of Unrealistic Legal Deadlines.

10. Can they fire me?  Okay, you knew it wasn’t going to be this easy, right?  There is one more factor to consider – and it’s the most important.  When I prioritized work in-house, I always asked myself this question about the person asking for help: Can they fire me?  And if the answer was “yes,” I tended to move their stuff to the top of the pile.  It’s a good rule of thumb, especially if you are interested in keeping your job (which was, to be honest, a pretty important goal for me).  That said, I rarely just dropped everything without asking a few questions.  I would start by just asking them when they needed it.  A lot of senior executives do not understand that simply by their title, they drive urgent priorities when – in their mind – what they are asking for can wait or isn’t urgent.  Many times, the person who could fire me would say, “in a few days,” or “next week,” or something other than “right now!”  Second, if it was urgent, I would tell them that I got it and it was moving up the pile.  Then I would say something like, this is going to push the [X] project lower and I want to make sure you are okay with that.  In other words, I would let them know that their priorities affected other priorities of the business and to take a second or two to think about whether that other project was more important than theirs at the moment.  Sometimes they would tell me to put the other project ahead of theirs.  It’s having the conversation that matters because, at the end of the day, I was generally agnostic about what got done first.  Legal doesn’t run the business, so – within reason – the business gets to decide the priorities and the tradeoffs (so long as the right people are making the call).  And if the request was truly urgent, then I would reach out to anyone impacted by the reordering of priorities and tell them that so-and-so has an urgent project that is pushing theirs down the list.  I wanted them to understand that it wasn’t me deciding the new order, it was someone higher on the food chain.  And then they could decide if they wanted to have a bigger conversation about priorities with that person (vs. me). 

*****

So there you have it, my guide to how to prioritize work as an in-house lawyer.  It isn’t perfect but I can tell you that I got it right way more than I got it wrong.  Which meant that my team and I were usually focusing on the right things at the right time and the business knew that we were thoughtful and collaborative when it came to prioritizing and getting the most important things done first.  I think of all of the things above, the most important is to not make decisions about priorities in a vacuum.  Get others’ input before deciding.  If you do just that, your life will be easier, and you will have a much better relationship with the business side of the house.

Sterling Miller

February 27, 2026

My newest book (number seven), More Slow-Cooker Savant, is out now!  Critics are calling it a much-needed addition to the rich literary tapestry devoted to the slow cooking arts… or some crap like that.  Basically, just buy a book (or two), will you?

The Productive In-House Lawyer: Tips, Hacks, and the Art of Getting Things Done, is available for sale.  You can buy it here: Buy The Book!

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 also on sale 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, pet sitting, bartending, 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] See McKinsey Center for Government, Risk Allocation Under Resource Constraint.

[2] As for that last one – apparently, my books burn very hot.

[3] Damn.  Now I cannot unsee that image…

[4] And if someone does want to complain, encourage them to do so.  No, I am not crazy (or at least the voices in my head tell me I am not).  If someone wants to complain, tell them that you would love it if they would go to the CEO or CFO or whomever and say, “Legal needs more resources because we are leaving money on the table by not getting things done in time.”  You never know – you might get more resources!

[5] One exciting development is the potential to use artificial intelligence to help you prioritize your tasks.  You will need to train the AI tool, but over time, it will get better and better at figuring out what you should do first (just like you will on your own, even without using AI).  For more, see How AI Improves Task Prioritization: Step-by-Step and 5 Best AI Tools for Legal Request Prioritization in 2025.  While I would not rely 100% on what AI spits out, it can be a real time saver.