Author: Sterling Miller

Almost 25 years of in-house legal experience as General Counsel, Corporate Secretary, and Chief Compliance officer of Marketo, Inc., Sabre Corporation (NASDAQ: SABR) & Travelocity.com. Prior to going in-house, I was an associate at a large St. Louis-based law firm. I serve on several advisory boards and board of directors, have written six books, and consult with corporations and law firms. I am currently CEO and Senior Counsel for Hilgers Graben PLLC (Dallas office). I am available to in-house lawyers and corporate legal departments for CLEs, coaching, consulting, and speaking engagements.

Ten Things: Increasing Efficiency in the Legal Department Through Technology

One goal set out in my sample legal department goals for 2015 was to increase efficiency (and reduce costs) in the legal department.  One of the easiest ways to do this is through the use of technology.  This can mean anything from apps for your smartphone to sophisticated software programs running on servers at your company.  For some, using technology can be daunting and frustrating.  For others, it is as easy as falling off of a log.  But, to be a successful in-house lawyer or general counsel you need to embrace technology and make sure your team does as well.  So, if you are afraid of technology, you need to get past that.

One issue with using technology is that the choices are almost endless and it can be difficult to distill things down into a useful list.  This edition of “Ten Things” takes on the task of listing some key technology that can help you increase your own efficiency as well as the efficiency of your team or the department overall.  I am going to assume you know how to use Microsoft Office products (free and pay) and Google products (free), so those tools — certainly very useful — are not included.  That said, if someone asked me to list my ten key technology tools for an in-house lawyer, here they are:

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Ten Things: Running an Effective Staff Meeting

Whether you run a small team of seven or you are in charge of a sprawling international-based 200+ legal department, you will need to have regular staff meetings.  Unfortunately, staff meetings have an inherent tension.  On one hand, people in the legal department want to know what’s going on in the department, the company and the industry you operate in.   On the other hand, people want another meeting about as much as they want a root canal.  The tricky part is balancing these opposing views and running a staff meeting that is both informative and interesting (i.e., one that people actually look forward to attending).

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Ten Things: Effectively Managing Outside Counsel Spend

Continuing with the theme of goal setting for the in-house legal department and my sample goals (see January 8 post), this week I will focus on this goal: “Meet Budget Target for 2015.”  No in-house department is immune to cost pressure. After taking care of your team, nothing is more important than being able to successfully manage your outside counsel spend.  As I have said before, the legal department is a cost center and the business is always looking to cut costs.  That’s why it is important for you to be on top of what you spend with outside counsel (or vendors).  Being able to demonstrate that you are paying close attention to costs and that you are thoughtful in what you are spending and why, will make conversations with Finance (and the CEO) go much easier.  In-house lawyers who run their matters, teams, or department like a business have more credibility at budget time –- and during those really tough times when the business is looking for more difficult cost-cutting measures.

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Ten Things: Simple Ways to Reward and Retain Your People

As I mentioned in my last post (January 8), over the next few weeks I will dive deeper into some of the sample department “goals” I set out in that article.  Today I will focus on this goal: “Build and retain extraordinary team with exceptional people.”  I always put my “people goal” first because I truly believe that nothing gets done in legal unless you have top talent that is motivated and happy in their jobs.  How do you keep and reward people so they stick around?  The obvious answer is to pay them well, have a good performance bonus program in place, and let them share in equity plans.  The problem is, for many reasons, it usually is not fully in your control to make any of these three things happen.  For purposes of this article, I am going to assume that you are doing what you can for your team around salary, bonuses and equity and, instead, focus on some low-cost ways you can reward/recognize employees.

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Ten Things: Setting Goals for the Legal Department

The beginning of any calendar year is always busy with key administrative tasks for an in-house legal department.  My next several posts will deal with such items.  One of the more daunting tasks (whether you are general counsel or not) is setting useful goals for the upcoming year.  Legal departments do not always lend themselves to neatly setting goals like the business units, i.e., it can be difficult to measure “success” in legal vs. measuring profits and sales or setting key performance indicators (“KPI’s”).  That said, setting goals for the department or yourself is important and a fresh opportunity to take stock of many things.  I always approached yearly goal setting as, among other things, an opportunity to market the department (i.e., all the great stuff we were doing), get a deeper understanding of what was important to the business, and gather feedback on how the department could improve in the upcoming year.  Meaning, don’t shirk the opportunity and think of goal setting as some type of pain-in-the-neck HR exercise you have to muddle through.  Embrace the process as the more thought and effort you put into goal setting, the bigger the payoff.  And, there will be a payoff for you and your team if done properly and with some enthusiasm.

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Ten Things: Help Your Client Get Their Contract Through Legal Quickly

A common complaint you will hear as in-house counsel is “Why does it take so long for you guys to review my contract?” (Second only to “Why are our contracts so long?”)  The answer, as you know, is complicated.  Legal is a limited resource, typically a small team that reviews hundreds and possibly thousands of contracts in any given year.  While a lot of contracts are fairly routine, many involve complicated provisions or transactions with millions of dollars on the line.  Sometimes you have to create a contract from scratch, meaning you do not have a form or something to easily model from.  Frequently, things like litigation or large M&A deals take up substantial amounts of lawyer time — time that cannot be spent on contracts.  Finally, legal will generally prioritize contracts based on the strategic objectives of the business.  Deals that better support the strategy/objectives get more attention more quickly.

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Ten Things: Your Company Has Just Been Sued. Now What?

It’s hard to recall a more disconcerting feeling than getting a copy of a lawsuit filed against your company.  If you have no experience with litigation, this can be a panic-inducing moment.  And no matter how experienced you are handling litigation, your stomach will start to flutter as you read through the allegations.

I was a litigator in private practice and I definitely saw my share of litigation, big and small as in-house counsel.  Over the course of that time, I developed a standard list of “things to do” when a lawsuit came across my desk.  I did this because it’s easy to forget some basic things you need to do up-front to put yourself in the best position to defend the claim. Below are ten things to do when your company gets sued (I have added links to additional resources in key spots).

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Ten Things: Time For a Conversation About Drafting Documents and Emails

As in-house counsel, you already know that poorly drafted documents, especially emails, can hurt your company, e.g., M&A deals can get derailed or litigation extended. You can find examples every day of “bad” emails being read in court. Labels like “confidential,” “company private,” “restricted,” and “proprietary” will not protect documents from being obtained through proper legal process.

Document requests in litigation or government investigations are broad, typically calling for correspondence, hand-written notes, agreements, drafts, email (email back-up tapes), sent files, deleted emails, calendars, spreadsheets, documents on tablets and smartphones, graphs, expense reports, voice mail, meeting agenda, calendar entries, copies of media articles, etc. Consequently, it’s important that your business colleagues understand the importance of properly prepared documents and emails (and the potential harm from not doing so).

Below are ten things you can use in your daily dealings and conversations with the business to help limit problems that can arise from poorly prepared documents. I have included some links to other resources as well.  A lot is focused on emails, but the rules apply to pretty much any written communication (including instant messages and recorded voicemails).  Feel free to cut and paste these into your own check-list or email (or however you best can get the word out at your company).

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Ten Things:  All I Want for Christmas is a FCPA/Anti-Bribery Health Check

As we head into the holiday season, this is the perfect time to give your anti-bribery program a health check.  For those in the U.S., we tend to focus on the Foreign Corrupt Practices Act when thinking about anti-bribery laws.  However, if you work for a company that operates globally, you know that many countries have anti-bribery laws and you need to be aware of those requirements as well.  Enforcement of the FCPA/anti-bribery laws is not going away.  In fact, in my opinion, it will get even more intense over the next few years.  Given the level of fines and the reputational risk at stake, it’s important to ensure you are taking the right steps to give your employees the tools they need to stay on the right side of the line.  At my prior company, we typically used the advent of the holiday season as the time to take a number of steps relating to FCPA/anti-bribery compliance.  Below are ten things you can do now to help ensure compliance with anti-bribery laws.  In key spots, I have included links to articles or websites with additional information you might find helpful.

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Ten Things: How to be a Successful In-House Counsel

Whether you are new to the in-house department or a long-term veteran, the General Counsel or just a basic contract lawyer, there are a number of things that can help make you more successful in your career.  I have distilled a lot of hard-learned lessons into ten key tips.  These are not exhaustive and there are always more, but these are the ten things I consistently taught to my teams over the years.

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