Inside Perspective: the in-house counsel’s ‘circle of life’

Anita Wilson is VP & Chief Employment Counsel at TreeHouse Foods Inc. in Westchester, Ill., where she handles all labor, employment, benefits, ethics and compliance issues.

One of my favorite childhood books is Richard Scarry’s “What Do People Do All Day?”  The book is a beautifully illustrated depiction of the animals in “Busytown” and what they do for work all day.  I bet some law firm lawyers wonder what in-house counsel do all day.  When I worked at a law firm, I could never get in-house counsel on the phone.  A partner would tell me on his way out the door: “Get so-and-so on the phone and find out what they think about the draft motion for summary judgment we sent them.”  I would call and call and call and leave message after message after message to no avail. One night, the office’s night cleaning crew caught me hiding under my desk whispering pleadingly into the phone “Please please call me back. The partner is going to skewer me if I don’t get a response from you.”

What DO in-house counsel do all day and why are we so hard to find?  After much contemplation, I’ve come to the conclusion that there is what I will call a “circle of life” to the in-house counsel’s time that is just so very different than the circle of life for the law firm lawyer.

When I was at a law firm, there was really only one key period of time: the fiscal year-end. Those billable hours better be completed, in, and accounted for (with minimal write-offs, mind you) by year-end.  Associates across the world start sweating like pigs at a slaughterhouse if year-end approaches and those hours aren’t finished.

After that, the next key moment in a law firm lawyer’s circle of life is collection time.  Lawyers put away their deals and briefs, kiss the children good-bye and for a two- to three-week period of time focus on CALLING CLIENTS TO COLLECT.  That’s it. The rest of the year is pretty much a free-for-all.

Contrast that to the circle of life for an inhouse lawyer — make that an in-house lawyer at a publicly-traded company.  That in-house counsel’s circle of life is dependent on the omnipresent SEC and its various Q and K filing requirements and deadlines, shareholders who wish to be informed from time to time about certain matters and board members who kind of need to be involved at some level.  Then there are the meetings.  There are meetings in which we share information, meetings in which we plan what to do now that we’ve reviewed the information, meetings in which we decide what to do as a result of what we planned in the last meeting, meetings to plan meetings …   After all that I’ve got about four minutes left to talk to you — the law firm lawyer.  Don’t get me wrong; I need to talk to you but, unfortunately, you kind of have to talk fast.

Recently, a law firm partner friend of mine, Victor, contacted me for recommendations for an in-house lawyer to serve on the board of an organization.  I connected him to a friend of mine who serves as chief compliance officer of a global, publicly-traded organization. Victor e-mailed my friend Friday morning.  By Friday afternoon when she had not yet responded, Victor sent me a frantic email asking “Where is she? She hasn’t responded yet!!”  I sent Victor’s e-mail to my friend and chuckled when she wrote back: “We are filing our quarterly earnings today.  I have a conference call with a board member and I’m leaving in an hour to fly out of the country.  I’ll e-mail you from the airline lounge.”  Victor will tell you that I’m exaggerating.  Well, maybe I’m exaggerating a little but that’s fundamentally a true story.  I’m not saying that in-house counsel are the only lawyers who are busy and that law firm lawyers don’t have anything to do.  But come on. Let’s just agree that we have very different circles of life.  I’m sending Victor a copy of this article as well as Richard Scarry’s book.


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