in-house legal department

Ten Things: Dealing with Business Executives (Where the Wild Things Are)

If it seems like it has been a while since I wrote a “Ten Things” post,[1] that’s because it has been!  I have been out on the road for most of October and November speaking at conferences, off-sites, street corners, church pulpits, casinos, bus stations, or wherever they will have me.  One thing I enjoy about doing this (other than the glamor of flying)[2] is getting to meet so many in-house lawyers and talking about what is on their minds. And that is where the inspiration for today’s post comes from. While on the road, I heard from many people that one of the hardest parts of their job is “dealing” with business executives, from front-line managers all the way up to the C-Suite.  In particular, people asked me why it is such a chore to get executives to focus on legal issues or take legal issues as important problems to solve vs. something that the lawyers are “dealing with” down in the basement but somehow requires them to spend part of their limited time helping with: “Why can’t you just make it go away and stop bothering me?”  I get it.  I had similar problems when I was starting out as an in-house lawyer and when I was general counsel, i.e., it never changed. I just got better at dealing with it.  How?  Because I spent a lot of time thinking about the best way to make an impact with my business colleagues.  And, over time, I figured out a number of things I could do to solve what is, apparently, still a very common problem even here in 2025. 

It will come as no surprise that it starts with understanding that working with business executives as an in-house lawyer is different than working with them as outside counsel. And, for those who arrive at the in-house world from a law firm, understanding that you are not the center of the universe.  If you are lucky, you may be the demi-planet Pluto or a large asteroid.  For many, this is a shock to the system, and some never recover or adapt.  We call those people former in-house lawyers (or really bad ones).  Second, and even more importantly, being successful at it requires a change in tactics and expectations.  I have compared the process to visiting the island of the “Wild Things.”[3]  And like Max, you must prepare yourself for a wild rumpus!  So brace yourself as this edition of “Ten Things” discusses how to best deal with the Wild Things… uh, I mean business executives:      

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Ten Things: Essential Issues for In-House Counsel (2025 Edition)

Hello again everyone!  As I have done for the past several years, I want to share a list of issues I believe in-house lawyers should pay attention to over the coming 12 months.  I started doing this when I first became a general counsel way back when Julius Caesar took 23 stabs to the body (he should have read my blog about the Ides of March).  Even though I am no longer practicing in-house, the process of trying to spot key issues is something I do every year, including in my role as CEO here at Hilgers Graben.  Simply put, then as now, I like to spend time thinking about developments, trends, and issues that may have a material impact on legal departments/businesses over the course of the new year.  I realize this is not something they teach you in law school (or anywhere really), so I will start by setting out the steps I followed to create my list as general counsel (and you are welcome to laugh at it, use it “as is,” or modify it to suit your own purposes):

  • I started by just gathering information.  I would catch up with other in-house lawyers and outside counsel, read newspapers, blogs, industry reports, attend conferences, sit in on business meetings, ask business leaders at the company, ask my team what they were seeing, and just generally pay attention to what was going on around me.  Information is gold and, like Scrooge McDuck, I was (and am) pretty greedy about it.
  • Once I spotted an issue that intrigued me, I looked at it from multiple angles and asked this question: How might this affect the company and the legal department?  Answering this meant I had to understand the company’s goals and strategy so I could spot and manage risks and I had to think strategically (not just legally).
  • From there, I made a list of the most important issues I spotted and worked them into the goals and activities of the legal department for the upcoming year.  To assist me, I created multiple checklists to help quickly analyze the potential risks and strategic implications of the items on my list.  Here is a shortened version of one checklist.  It’s a helpful filter when you look at things coming across your desk day in and day out:
    • Is this something that can create or destroy value for the company?
    • How does this fit into my company’s strategic goals?
    • What is the quantitative/qualitative impact of this?
    • Could this be a game-changer and how so?
    • Is this something a regulator might care about or lead to litigation?
    • Who is impacted by this – company, competitors, vendors, customers – and how so?
    • What happens if I apply game theory to this?
    • Who needs to know about this in the department/company?
    • How can we create a competitive advantage from this?
    • Have others had problems or success with this before and what are the lessons already learned?

The answers to these questions tell you a lot about the issue you are analyzing and whether it “matters” or not.  You do not need a checklist, but it’s a useful tool that can help you quickly sort through a lot of information.  You can also use an Eisenhower Matrix (2×2) to plot issues.  Here is one option for such a matrix (though what you put on the X-axis and Y-axis is wide open): 

It’s a little clunky for sure, but it just depends on what you find most useful.  Regardless of what you use to help you think through the issues, it’s really all about finding a consistent framework and repeatable process.  Okay, enough of the background story – let’s get going!  This edition of “Ten Things” sets out my list of critical issues in-house lawyers should pay attention to and plan against for 2025:

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Ten Things: Best Blogs (and Other Media) for In-House Lawyers (2024 Edition)

Hello everyone and season’s greetings from Dallas, Texas!  I would like to wish you all a terrific holiday season and all the best for 2025.  If you are looking for some fun in January (22-24), please join me and a host of others who will be presenting at Laura Frederick’s (of How to Contract fame) ContractsCon 2025!  I will be there discussing data privacy clauses, but the agenda is stuffed with lots of great speakers and topics. I hope to see you in person in Las Vegas in January (and please find me and say “hi”).

So, here we are in year 11 of the “Ten Things” blog.[1]  Like always, my last post of the year features all the other people you should be reading (or listening to) as part of your day-to-day in-house life. The hard part is choosing just ten to highlight for you.  And I have made it even harder on myself because, unlike past years, I have decided to weave in a few previous winners because they have consistently held up year after year and I want to make sure anyone reading this post is aware of them.  But, if you are interested in all of the past winners, you can start by reading last year’s edition of “Best Blogs (and Other Media) for In-House Lawyers.” I do, however, generally try to feature mostly new voices for you to check out and this year is no exception.  In case you were wondering, there is no particular order to my list (number ten is just as good as number one – I am just typing this up in whatever order I have jotted things down in my notebook or various scraps of paper lying around the “Ten Things” world headquarters).

I know you are excited to find out who made this year’s list so let’s get on with the 2024 edition of Best Blogs and Other Media for In-House Counsel!

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Ten Things: Solving Problems (It’s Different In-House)

One of the reasons I wanted to become a lawyer was to solve problems.  The added bonus was the expectation that someone would pay me (a lot) to read and write stuff to help solve those problems.  How cool is that?[1]  Law school and then working at a law firm for a number of years post-graduation were both fantastic training for how to solve problems.  Well, how to solve legal problems.  When I finally got my chance to go in-house, I learned pretty quickly that all my “legal-problem-solving-skills” were useful but many of the problems I was called upon to help with involved only a small amount of legal-ness and a lot of “other stuff” – I’ll just call that other stuff “business issues” to save time (but if you work in-house, you know exactly what I am talking about).  Unfortunately, this meant that a lot of what I thought I brought to the table was useful only part of the time, i.e., solving problems as an in-house lawyer is very different from solving them as an outside lawyer.  Skip forward a few centuries, and I can proudly say that I have been a lawyer for a long time with most of that time spent in-house – I survived the crucible of fire and walked away with my sanity (and all of my toes).  Some don’t.[2]  Why?  Because, even now, one thing I consistently see from many in-house lawyers is an inability to grasp the very real difference between what the company needs from them when it comes to solving problems vs. what it needs from outside lawyers.  Many lawyers (in-house or law firm) tend to fall back on the mind-numbingly rigid dogma[3] of treating every problem like a law school exam.  More troubling, even when they know it’s not a legal problem they are trying to solve, they simply don’t know the way forward and fall back into the same pit of despair and anguish.  Fortunately, I screwed this up enough times over the decades (and am still coated heavily in despair and anguish) that I can share a little knowledge with you here today.  That’s right.  This edition of “Ten Things” discusses something I bet no one has raised with you before — how to solve problems as an in-house lawyer:

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Ten Things: How to Create a Strategic Plan for the Legal Department

Running an in-house legal department is not an easy job, regardless of whether you are a legal department of one or a legal department of 200.  To start, there is never enough money, people, or time to get everything done.  Second, priorities change frequently so prioritizing where to focus your scant resources is a challenge. Third, the business often considers (wrongly) that the legal department is simply another cost center and/or necessary evil, meaning the legal team is ignored or marginalized – treated like outsiders vs. an integral part of the business.  And fourth, the legal department often lacks strategic direction, reacting to problems vs. planning for them.  I have dealt with (including failing at) all of these issues – and more – as an in-house lawyer, especially as general counsel for multiple companies over the course of a long in-house legal career.  I wish I could tell you that solving these problems is easy, but it is not.  The biggest hurdle is that it’s hard to plan in advance when most of your day is spent frantically trying to dig out from under the incredible amount of work dumped on your desk or when cleaning up the latest catastrophe brought on by the knuckleheads in [insert business group name here].  Still, in order to be successful as an in-house lawyer and create a legal function that fits snugly within the cloak of the company’s strategic goals and plans you must make time for planning.  It’s that simple.  Sure, you can mutter curses at me under your breath or chuck imaginary (or real)[1] rocks at your screen as you read this, but I am just telling you what you need to hear – not what you want to hear.  The good news is that creating a strategic plan for the legal department is difficult but pretty straightforward and something you can accomplish if you set your mind to it (and let others help).  So, hold the rocks and creative profanity for a few minutes as this edition of “Ten Things” discusses how you go about creating a strategic plan for the legal department:

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Ten Things: Creating Standard Operating Procedures for the Legal Department (Just a Fancy Way of Saying “Checklists”)

If you have been a long-time reader of the blog or my books, you know that I am a huge fan of checklists.  There is perhaps no tool as humble and simple as a good old-fashioned checklist.  There is also nothing more powerful than a checklist, especially when it comes to productivity for in-house lawyers.  Early in my in-house career, I had a friend and mentor who told me we needed to create some new standard operating procedures for the legal department.  I got very excited as this sounded like a cool, exotic assignment.  And it was about time my talents were utilized for just such a task.  Then he pulled out a one-page document with a list of tasks and tick-boxes next to each one.  I was kind of puzzled and said, “This is just a f*&%$# checklist.”  He paused for a moment and then smacked me upside the head, “Say that with respect newbie.  A good checklist can save your ass someday!”  Okay, that’s not all 100% accurate.  He did not call me “newbie” – it was something much, much worse.  But, seeking to avoid further disorienting blows to the cranium, I became a fast convert to the power and beauty of a good checklist … ummm, standard operating procedures.  Over the years, I created hundreds of checklists for myself, for my team, and for others.  I still use them literally every day.[1]  Like many things with the practice of law in-house, no one teaches you why a checklist matters or, more importantly, how to create one.  You’re just expected to know how.  I realized that while I write about them a lot, I have been remiss in not explaining the “why” and the “how” of checklist magic.  This edition of “Ten Things” corrects this state of affairs and we will get elbow-deep into the slimy, bloody guts of creating a good one:

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Ten Things: Creating a “SWOT” Analysis of the Legal Department

I remember back in law school making fun of our fellow students who had business degrees.  We called it the “study of the obvious” and mocked them relentlessly.  Of course, I had to run away and hide when they pushed back and asked what my major was – it’s hard to stand tall and claim “political science” as a worthier endeavor.  Still, as always, it’s better to be the mocker than the mock-ee!  Once I went in-house, however, I began to have a much greater and sincere appreciation for all those business majors.  They were paying the bills!  They also had a very analytical and numbers-oriented way of looking at things.  Something that fit nicely with my approach as a lawyer.  Regardless, the first time I heard someone in the business say, “we need to do a SWOT analysis on that,” I thought they were talking about S.W.A.T., a kick-ass police drama from the mid-1970s.[1]  Why we needed to do a special weapons and tactics review of a new product launch escaped me, but I was excited to see how they would pull it off.  Sadly, no hippies or domestic terrorists needed a beating that warm and muggy afternoon in Texas.  Instead, someone started creating a “SWOT” two-by-two box on the whiteboard.  Damn (queue-up glorious choir music).  I quickly saw the beauty in what they were doing.  It was (and is) an elegantly simple way to look at a problem and think through the Strengths, Weaknesses, Opportunities, and Threats – SWOT.  I knew immediately that I had to steal this SWOT box thing for the legal department as it could easily apply to many things we were doing there.  While some of you likely have experience with SWOT analysis, I am betting that a lot of you have not.  It’s a great tool that I used frequently as general counsel, mostly as a way to strategically look at the legal department as a whole and how best to plan to add value to the business.  This edition of “Ten Things” takes you through how to use a SWOT analysis to analyze the legal department:

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Ten Things: Electronic Signatures (What In-House Counsel Need to Know)
[Since the last “Ten Things” post there are now over 4,000 followers of this blog.  Thank you!!]

Welcome to day 987 of “Shelter-in-Place.”  Brought to you by our good friends at COVID-19 – courtesy of unprepared governments everywhere!  Okay, that’s a little snarky and it’s really only day 17 or so for me (but it sure feels like 987 days).  Like most of you reading this, I have been working from home, practicing social distancing, binging television shows, and reading a lot.  On that last one, more like devouring books and whatever other reading materials I can get my hands on.  In fact, I just finished an amazing two-part series by Dan Jones on English kings: “The Plantagenets” and “The Wars of the Roses.”  I highly recommend both to the history buffs out there.  One thing that stuck in my mind as I was reading these books was the use of seals by kings to “sign” documents (well, parchments actually).  For some reason, that got me thinking about how we sign documents today, especially contracts – the lifeblood of any company and the top priority of the in-house legal department.  That, in turn, got me thinking about all the different ways I have managed contract signings over the course of my in-house career, including the use of electronic signatures (yes, that is how my mind works).  Which made me start to wonder “how in the hell is an electronic signature valid… and have I been screwing this up for years?”  Intuitively, I know they are valid but I have to say I never spent a lot of time thinking about “how” or “why.”  The current pandemic crisis with its discouraged human interaction are the perfect launching pad for thinking about “signing” documents remotely and e-signatures are the perfect solution for that.  This edition of “Ten Things” walks you through what you need to know about electronic signatures:

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Ten Things: Cool Tech for In-House Counsel (2019 Edition)

Well, it’s that time of year again.  Every August for the last several years I have devoted a “Ten Things” blog post to talking about super useful technology for in-house lawyers.  Fortunately, there is always more cool tech to talk about and this year is no different.  That said, if you want to go back and revisit some of the past cool tech blogs click here (2016, 2017, 2018).  The ground rules are the same as always: (1) I receive no compensation for these recommendations, they’re just things I think in-house lawyers (any lawyers really) will find useful and helpful; (2) I try to focus mostly on free or low-cost technology – no breaking the bank for the most part; and (3) generally, everything I discuss should work for in-house lawyers anywhere in the world, not just the USA (if there is an exception, I’ll note it).[1]

With that in mind, this edition of “Ten Things” discusses some of the coolest technology out there for in-house lawyers, things that will make your life a little easier and, hopefully, more productive:

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Ten Things: Making Legal the Department of Yes

This will be my last post of 2017.  The year has certainly flown by!  Thank you all once again for continuing to read the blog (going on four years now!), for sharing it with your friends and colleagues, and for your great notes and suggestions.  I wanted to end the year with a discussion about an issue I think is of critical importance to any in-house Legal Department: getting rid of the perception of Legal as the place where deals go to die.  Almost all in-house lawyers have heard this joke (thanks, mom) and almost all agree that it is generally an unfair label.  That said, I have been doing this a long time and I have had many conversations with folks on the business side of the house and sometimes the concerns that they raise about Legal “blocking” deals are valid.  Let’s face it, there are times when the Legal Department stumbles on this front.  Sometimes we even fall on our faces.  I have stumbled, fallen, and crashed to earth too many times to count.  And, no matter how hard I try, I will stumble again.  But, I always try to learn something from each lesson.  Most importantly, I try to remind myself that I and the Legal Department are here to serve the business.  As in-house lawyers, we have two goals: value creation (“Yes”) and limiting value destruction (“No”).  The hard part is balancing these two goals, especially when it comes to things the business really wants to do or contracts they want to sign.  A good friend of mine once told me that the hardest negotiation you will have as an in-house lawyer is usually internal.  Over time, however, I have developed some guidelines that help me get to “Yes” far more than I get to “No.”  This edition of “Ten Things” will share my list of things you can do to make Legal the Department of Yes.

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