I remember one of the first days as general counsel at a new company with a new team. At our first group meeting, I told them I wanted to give them some tips about how to best work with me and then laid out several things for them to consider. It was nothing unusual or particularly difficult. It was just my way of helping them get the best out of me (and hopefully me getting the best out of them). Like many things I have done as general counsel, it did not feel like a big deal or anything particularly earthshaking; it just made sense to me. Later on, I came to find that there is a name for this.  It is called “managing up.” Thank you, Harvard Business School! Anyway, this got me thinking about things I had done before I became general counsel, i.e., how I tried to interact with my boss (or their boss). I guess I was managing up then as well. I just didn’t have a fancy name for it. Unfortunately, managing up is one of those phrases that has developed a bad reputation. It can sound manipulative or political, as though it is simply about flattering your boss or telling them what they want to hear. That is not what I’m talking about. It starts with understanding that your manager has a different job than you do. For example, the general counsel is not just supervising legal work or cooking up KPIs to torture you with. They are advising the C-Suite, preparing for board meetings, managing enterprise risk, overseeing outside counsel, developing people, managing budgets, responding to crises, building relationships across the executive team, and trying to keep the legal department running smoothly – all at the same time. The more you understand these competing demands (and find ways to help your general counsel deal with them), the more valuable you become. Not because you are brown-nosing your way to the top[1] but because you are showing that you understand how to make people around you better (and the department as well) – that is managing up.[2]     

Similarly, when I became a general counsel, I realized that my most trusted advisors were not the smartest lawyers, the best writers, or the toughest negotiators (or the brown-nosers). Though all of these qualities matter (except the brown-nosing). Instead, I came to rely most on people who made me more effective in my job, who exercised judgment instead of escalating every decision, and who communicated in ways that saved me time rather than consumed it. In other words, the folks who knew how to manage up. The good news is anyone can do it. And today’s “Ten Things” post shows you how, i.e., the art of managing up (what all general counsel[3] want from their team):

1. Understand what matters to them.  Most of us tend to focus on what is sitting on our own desk. If you are negotiating a difficult contract, that is the most important thing in your world. If you are handling an employment investigation, that is where your attention is. The general counsel, however, is living on another planet – in a different solar system. While you are trying to get a contract signed, the general counsel may be preparing for a board meeting, responding to a government inquiry, managing bet-the-company litigation, helping the CEO navigate a business crisis, reviewing next year’s budget, and trying to fill two open positions on the legal team. All before lunch. None of this means your work is not important; it is, but there is a difference. People who manage up recognize the difference. Years ago, I had a lawyer on my team who always seemed to know where to focus her time. It was not because she had inside information or because I gave her special assignments. She simply paid attention. She noticed what I asked about during staff meetings. She read between the lines when executives discussed company priorities. When something big surfaced, she asked herself, “How can I help move this forward?” Then she found ways to solve problems that made a difference in my ability to get things done. That did not happen because she was the smartest lawyer on the team (though she was really smart). It happened because she understood that her job was not just to manage her own workload. It was also to help the legal department and the business accomplish their broader objectives. That is a mindset all in-house lawyers can (and should) develop.

During your next one-on-one meeting with your manager, ask a simple question: “What are the three biggest things you are focused on over the next few months?” Then listen. Hard. Then look to see how you can align your own work with what matters most to them. If your company is preparing for an acquisition, maybe you can take ownership of routine matters (administrative or legal) that would otherwise consume the general counsel’s time. If the department is under pressure to reduce outside counsel spend, think about work that can be handled internally or processes that could become more efficient. Managing up starts with understanding the boss’ priorities. The in-house lawyers who transcend the job are not just good at being lawyers; they are excellent at understanding what success looks like for their boss and then finding ways (large and small) to help them succeed.

2. No surprises.  Like most general counsel, I could deal with pretty much any problem that came my way (or at least pretend that I could). What I had trouble dealing with were surprises. General counsel do not expect perfection. We know deals fall apart. We know litigation takes weird turns. We know business leaders occasionally make bad decisions that we have to clean up. That is the job. What makes these situations significantly worse is discovering them only after someone outside the legal department has called me about it. There is a big difference between hearing, “I wanted you to know we have run into a problem, here is what we’re doing about it,” and getting a call from the CFO asking, “Did you know this was happening?” One builds confidence. The other erodes it. One of the biggest mistakes in-house lawyers make is waiting too long to communicate because they think they should have the problem 100% solved before involving their manager.[4] I understand the instinct. Nobody wants to bring bad news. Nobody wants to look like they cannot handle an issue. But unnecessarily delaying the conversation often has the opposite effect. The best lawyers almost always err on the side of fast transparency. They do not flood the boss with unnecessary updates, but they have excellent instincts about what deserves visibility and when. They understand that their job is not just to solve problems. It is also to ensure that leaders have the information they need to make decisions and lead effectively. If you find yourself debating whether the general counsel should know about something, stop and ask one question: “Would the general counsel wish I had told them about this if they learned about it from someone else?“ If the answer is yes – even if you are only 63 or 74 percent sure – pick up the phone, send the email, or stop by their office. Most of the time, they will appreciate the heads-up.[5] Very few general counsel have ever said, “Damn. I wish my team had kept me in the dark a little longer on this.” Managing up is not about shielding the boss from bad news. It is about doing all you can to make sure bad news (or good news for that matter) never becomes a surprise.

3. Bring solutions (not just problems). One easy way to manage up is to be someone who solves problems instead of just identifying them. This may sound a bit obvious, but you would be surprised how often it does not happen. Every general counsel’s day is filled to the brim with people bringing them problems. Lots of problems. A business leader has a contract issue. Human Resources has an employee relations concern. The CFO has a question about disclosures. Now imagine that members of the legal department do the same thing, i.e., “We have a problem with this contract.” “X Corp rejected our language.” “The regulator wants more documents!” These statements may all be true, but they do not move anything forward. They just transfer the burden of solving the problem to someone else. Who? That is right, the general counsel. In-house lawyers who stand out identify the problem and then look to help provide the answer. So, for example, instead of saying, “Big Co. rejected our indemnification language, what should we do?” they say:

“Big Co. rejected our indemnification language. We have three realistic options. We can hold our position, which is legally the strongest but will almost certainly delay closing. We can narrow the provision in a way that still protects us on the highest-risk issues. Or we can accept their language, although I do not recommend that approach. My recommendation is the second option because it preserves most of our protections while keeping the deal on schedule.  I wanted to get your input on this given the size of the deal.”

The issue did not disappear, but now the discussion is about choosing among alternatives rather than the boss having to start from scratch. Most days, that is a gift. Someone who has analyzed the situation before asking for my involvement is much more valuable to me than someone just asking me to give them the answer.[6]

4. Learn how they want you to communicate with them. The best people I have worked with did not just understand what I needed to know; they understood how I wanted to receive it. Every general counsel has preferences. Some want to dive into the details before making a decision. Others want the recommendation first and the supporting analysis only if they ask for it. Some prefer email because it gives them time to think.[7] Others would rather spend five minutes talking through an issue than reading five pages of analysis.[8] No approach is right or wrong. They are just different. Ironically, too few people think about the best way to communicate with their managers. Instead, they just go with what works best for them. Think again. The goal is not to make communication easier for you. The goal is to make communication easier for the boss. Consider this: When the general counsel asks questions during meetings, what is she asking about?

• Does she immediately ask for the bottom line?
• Does she want to understand the business implications before discussing the legal ones?
• Does she tend to make decisions quickly, or does she like time to reflect?
• Does she want written updates, or does she like to stop by your office/talk on the phone because she prefers conversations?

The answers to these questions are clues to how to communicate more effectively with the boss. Here is another ground-breaking suggestion: ask them. Seriously, just ask them how they like to be kept informed of things. Very few people ask this question, yet the answer can save both of you time and eliminate unnecessary frustration. On the flip side, know when not to communicate. Not every email requires an immediate response. Not every issue needs a meeting. Not every update deserves an interruption. In-house lawyers who know the difference between information that is just interesting and information that requires action have the makings of the next general counsel. Managing up is often an exercise in reducing friction. The easier you make it for the general counsel to receive information, make decisions, and understand what you need from them, the more effective they (and you) will be.

5. Know when to escalate (and when to just make the call). One of the hardest transitions every lawyer makes during their in-house career is moving from being a good legal technician to exercising good judgment. Technical knowledge gets you hired. Judgment gets you noticed and promoted. One place judgment shows itself is knowing when to make a decision yourself and when to involve the boss. Some lawyers escalate everything. Others escalate almost nothing. Neither extreme works out over the long term. The lawyer who escalates every issue creates a bottleneck, forcing the general counsel to spend time answering questions that should have been resolved earlier. The lawyer who never escalates creates a different problem. They sometimes make decisions that have broader business implications, establish precedent, or expose the company to material risk without giving leadership an opportunity to weigh in. The best in-house lawyers recognize that some decisions belong with the general counsel because of the business implications, not because of the legal analysis. That is an important difference. Lawyers often assume that every difficult legal issue should automatically be escalated. That is not necessarily true either. The legal issue may be straightforward. What makes the decision difficult is its potential impact on the business. Conversely, some really challenging legal questions can be handled perfectly well by experienced counsel without involving the general counsel at all.  Before escalating an issue, ask yourself these questions:

• Is this creating a new precedent for the company?
• Does it involve a significant amount of money?
• Is an executive officer involved?
• Could this become a board issue?
• Would I be uncomfortable if the general counsel learned about this later rather than now?

If the answer to several of these questions is yes, the issue is probably worth escalating. If the answer is no, ask yourself this: “Am I looking for guidance because this truly requires general counsel involvement, or because I am uncomfortable making the decision?” That is a hard question to answer honestly. Every lawyer experiences moments of doubt (I still do). That is part of the job that never goes away. But there is a big difference between seeking advice and avoiding responsibility. The lawyers who properly manage up become comfortable making more decisions on their own. Not because they are reckless but because they have developed judgment through experience.[9] This means you will occasionally screw up. And that is okay. Perfection is not possible. The real test is whether you analyzed the issue carefully, acted in the best interests of the company, and had a sound rationale for your decision. Do that, and I will have your back all day long.  What concerned me was someone who refused to make decisions at all. Simply put, every issue you resolve on your own, every routine decision you make thoughtfully, is one less thing the boss has to spend time on. That is managing up.

6. Protect their time. Every general counsel wishes they had more time. No matter how organized they are, how good their team is, or how disciplined they are with their calendar, there are never enough hours in the day. Most general counsel do not have the luxury of deeply focusing on one issue at a time. They move from issue to issue to issue, all while answering dozens of emails, taking calls from business leaders, and responding to problems that were not even on the schedule when the day began. The people who manage up well recognize that one of the most valuable things they can do is help give the general counsel more time. One of the easiest ways to waste their time is to walk into the boss’ office unprepared. It usually starts like this:

               “I haven’t really thought this through, but I wanted to get your thoughts on something.”

What follows (assuming you have not been thrown out of their office) is thirty minutes of brainstorming that could have been ten minutes if you had spent a little time organizing your thoughts first. Compare that grand entrance to this one:

“I would like fifteen minutes of your time. Here’s the issue [insert issue here]. I have spoken with the business team, reviewed the relevant documents, and discussed it with Compliance. I think we have two realistic options: Option A and Option B. My recommendation is Option A for these three reasons. I would like to talk it through with you before moving forward.”

This is a very different conversation. It is focused, efficient, and it is respectful of everyone’s time. The same thing applies to email. My least favorite email says this: “See below.” See below for f*&^ing what? Am I supposed to approve something? Respond to someone? Simply be aware of the issue? Do not make the general counsel have to figure this out. Tell them what you need.  Specifically, tell them these three things:

• What happened.
• Why it matters.
• What, if anything, you need from them.

Sometimes the third bullet is, “Nothing to do. I just wanted to keep you informed.” This three-bullet approach allows the reader to immediately understand why they received the message (and what they need to do next). The same thing applies to meetings. Before putting time on the general counsel’s calendar, ask yourself whether the meeting is actually necessary. Can the issue be resolved with a quick phone call? Would a short email accomplish the same objective? Meetings are often our default solution because they are easy to schedule. They are not always the most efficient solution. Managing up means managing your time and their time.

7. Make decisions easier. Effective in-house lawyers make it as easy as possible for the general counsel to make a good decision. It starts with providing context (but not every fact or nuance you have gathered up). The general counsel usually needs the following to make a decision:

• The issue.
• The key facts.
• The business impact/trade-offs.
• The material (and realistic) legal and business risks.
• The available options.
• Timing constraints/deadlines.
• Your recommendation.

They do not need a download of every conversation, document, or legal nuance you explored – unless it can materially change the outcome. Here’s an example:

“The business wants to sign the customer agreement by Friday. The main issue is an uncapped data-breach indemnity. We can accept it, negotiate a cap, or delay signing. I recommend proposing a cap equal to two years of fees and recommending the business proceed if the customer agrees and to revisit the issue if the customer says no.”

This gives the general counsel the issue, the risk, the options, and a clear recommendation without forcing them to reconstruct your analysis. If uncertainty is present, identify it and explain whether it matters enough to affect the decision. Importantly, this is not about oversimplifying complex legal issues. It is about you exercising good judgment about what matters, clearing out the crap, and presenting information in a way that allows the general counsel to act quickly and confidently. Managing up means consistently reducing the burden (and friction) of decision-making.

8. Ask for feedback. Asking for and adapting to feedback is one of the clearest ways to show that you know how to manage up. The general counsel wants to see that their input impacts how you work – whether that means sharpening your risk analysis, getting to the recommendation faster, or improving how you communicate with the business. Just as important, you should make it easy for your boss to give you that feedback in the first place. Do not wait for a formal review or for a problem to arise. Invite feedback by simply making it easy for the boss to give you feedback, e.g., “Was that the right level of detail?” or “Would it have been more helpful if I had escalated this sooner?” Targeted questions are easier to answer than a broad request for feedback (and signal that you are genuinely open to improving). This does not mean blindly adopting every preference or overcorrecting after one comment. It means listening carefully, understanding the underlying concern, and using sound judgment to adjust your approach. When you consistently invite feedback, respond without defensiveness, and demonstrate that you have acted on it, you build confidence that you are ready for more.

9. Be reliable.  For me, the single characteristic that separated the very best members of my legal departments from everyone else was not intelligence or legal knowledge. It was not business judgment. It was reliability. By that I mean I knew I could count on them to meet deadlines, to show up every day ready to go and excited to be part of the department, and – most importantly – do what they said they would do when they said they would do it. I could rely on them day in and day out. If a general counsel has to spend time managing your work, reminding you about deadlines, checking on your progress, or wondering whether something will get done, you have created more work for them. That is the opposite of managing up. Reliability is not glamorous. It is actually kind of boring. But reliability is incredibly powerful. When I was a young associate, one of the best pieces of advice I ever received was this: “I need to depend on you, Sterling. Know where everything is and when everything is due and you will go far.”  Amen.

Reliability is not about perfection. Everyone misses a deadline occasionally. Everyone makes mistakes. Everyone has matters that become more complicated than anticipated. But reliable in-house lawyers do not disappear when things go sideways. They communicate. They say: “I told you I would have this to you on Friday. I underestimated how long it would take because of an issue that came up in discovery. Here is where things stand, and you will have it by Tuesday.” This is very different from waiting until Wednesday of the following week and hoping no one noticed that the deadline passed. They noticed. And they noticed your silence. The lawyers who manage up eliminate uncertainty as much as possible by communicating early and often. Just be honest. By ensuring that the boss (and business leaders) never have to wonder what is going on with their matter. Here is a simple way to evaluate yourself:

“If the general counsel assigned me their most important project tomorrow, would she spend the next month wondering how it was going?”

If the answer is yes, ask yourself why. If the answer is no, you are probably doing something right, i.e., giving the boss confidence that you have things under control. In other words, you are not “the problem.” That is managing up.

10. Raise your hand.  Managing up is not only about responding well to the work your manager gives you. It also means taking responsibility for your own growth and making it clear that you are ready to contribute at a higher level. The general counsel is often balancing too many priorities to continually identify the perfect developmental opportunity for every lawyer on the team (no matter how badly they want to). If you want more exposure, more complex matters, or a bigger role in business decisions, be prepared to raise your hand and ask for it. And be specific. Hinting that you want more responsibility is not the same as asking for it. Literally, ask something like, “I would like to take the lead on the next major commercial negotiation,” or “I have capacity to own the legal workstream for the new product launch.” Asking for more may not mean owning the entire project, but just a slice. For example, if the general counsel is leading a cross-functional compliance initiative, you might offer to coordinate the legal work, manage the project timeline, or prepare recommendations for the steering committee. You are not asking for the entire matter, just a defined area of ownership that reduces their workload while giving you the opportunity to demonstrate judgment and leadership (and learn new skills).  Just know that asking for more does not mean you get to drop the work you already have. Raising your hand likely means more work. So, before volunteering, consider your capacity, your track record, and whether you can deliver without allowing other commitments to slip. Raising your hand should make your manager’s job easier, not create more headaches. Finally, recognize that the answer may not always be yes. Timing, workload, internal dynamics, or the sensitivity of the matter may limit what the general counsel can delegate. Treat that response as simply information, not rejection. Ask what experience or results would position you for the next opportunity, and then follow through. In-house lawyers who consistently express interest, demonstrate readiness, and deliver when given the chance are more likely to earn trust, autonomy, and a seat at the table.

*****

When in-house lawyers hear the phrase “managing up,” they usually assume it is just about making the boss happy. It is not. Managing up is about making the legal department (and the company) better. It is about recognizing that the general counsel is trying to accomplish something bigger than reviewing contracts or managing litigation. The more you understand this role, the more valuable you become. That is why managing up is such an important skill. It is not just about helping the general counsel succeed; it is about developing the habits that will help you succeed. If you are the general counsel (or a manager), make sure your team knows how best to manage and interact with you.  Do not force them to guess – tell them!  The most successful general counsel are surrounded by people who expand their capacity, strengthen their judgment, and make the entire department more effective.

Sterling Miller

July 30, 2026

Here is a checklist for managing up based on the above.  You know I love a good checklist!

A lot of the lessons discussed above are set out in 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. Both are on sale at the ABA website (including as e-books).

My book, Showing the Value of the Legal Department: More Than Just a Cost Center, is available now (in the ABA bookstore and on Amazon).  You can buy a copy HERE!

My book The Productive In-House Lawyer: Tips, Hacks, and the Art of Getting Things Done, is great companion piece.  You can buy it here: Buy The Book!

My newest book (number seven), More Slow-Cooker Savant, is out!  Join the cool kids and buy a copy right now!

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@outlook.com 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@hilgerslaw.com.

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[1] Brown-nosing is usually a path to the bottom… or at least the mid-tier seats – like the first or second row of the balcony or mezzanine at a Dane Cook show.

[2] And it is an important skill to hone if you are looking to nab the big chair for yourself someday.

[3] For ease of reference, I am going to consistently discuss managing up as it relates to the general counsel or CLO. But everything I am setting out works just as well for any manager – unless you are a department of one and then… you are on your own (pun intended).

[4] Or worse, because they are afraid to report bad news.  If you are a general counsel whose team is afraid to report bad news to you, you need to reevaluate how you are doing things.

[5] While you do not need to have the problem solved, you do need to have thought through what needs to be done next so you can lay out your plan.  Rushing to say, “We have a problem!” without some semblance of a plan to deal with it will probably get a poor reception from the boss – as it should.

[6] Moreover, the discipline of developing recommendations improves your own judgment. When you force yourself to think through the available options, weigh the tradeoffs, and identify the best path forward, you are developing exactly the kind of decision-making skills that future general counsel need.

[7] This is me by the way.

[8] This was also me.  You had to figure out which one would work best with me.  Surprise!

[9] This is where being old is a true blessing.  Other than this, being old is not all that great.