Dan Harper is vice president, corporate counsel and secretary for Océ North America, Inc. He is also President Elect of the Chicago Chapter of the Association of Corporate Counsel. The views expressed herein are the opinions of the author and do not reflect the position or viewpoint of Océ North America Inc., Canon Inc. or any of the Océ or Canon companies.
When I was a law firm attorney, I knew that the clients’ needs always come first. When the client asks for something, I was savvy enough to know that I needed to treat that client as if she was my only client, that her matter was the only matter on my plate and that I better get her an answer yesterday. Frankly, with the good law firms, I don’t think that much has changed in this regard. However, times have changed with respect to at least one important aspect of the job – recognizing the business needs of the client.
Nowadays, the in-house counsel must behave like a businessman because that is exactly what he is. The outside lawyer must recognize this as she delivers her legal services to the business lawyer.
The in-house lawyer is the go to person for the business client. So, the in-house lawyer must behave the same way with respect to their internal clients as the outside lawyer behaves with respect to their clients as far as recognizing priorities etc. But, unlike outside lawyers, we must take into consideration the business impact of the advice we give. It is a tough balancing act – we cannot stand in the way of doing business, yet we can’t let the business proceed in a direction that will get it (or it’s employees) into trouble. The outside lawyer can almost wash her hands after giving the legal advice and default to the fallback “I’ve given you my legal advice, how you proceed is a business decision.”
The in-house lawyer can’t stop there. Of course, we give black letter law advice, risk analysis and potential outcomes, but we must go further and assess the risk against the impact on business. It is very easy to just say “no” when a controversial issue arises, this is easy because we can’t get into too much trouble by taking the ultra conservative approach. However, after so many “nos”, the company will soon go out of business because it wont be able to sell anything.
As in-house counsel, we must always remember that we are here to serve the client, it exists to sell goods or services and to make money. It does not exist to provide gainful employment for attorneys. Hence, we must do what we can to further that mission, balance the risks against the benefits, including the mission of the company – making money and thereby keeping all of us employed.