In House and It Feels So Good
California Lawyer

In House and It Feels So Good

by Rich Gray

December 2012

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Back in 1999 I made two major career decisions. First, I decided to stop doing complex business litigation and switch to corporate law. And second, I determined that I wanted to leave the law firm world and go in-house as a general counsel. Within months I had stopped litigating, and within a year I had my first in-house job, as the Silicon Valley-based GC for a NASDAQ-traded Irish company.

Twelve years have passed, I am GC for my third company, and I still feel very glad I made the switch. I enjoyed being a litigator (most of the time), and I loved the camaraderie of the lawyers I practiced with (ditto). But switching to in-house was one of the best moves I have ever made.

After all these years as general counsel I still marvel at how much more I know about my client - that is, my employer - than I ever did or could as outside counsel. Just knowing the people who work there better, and the impact of their job function on their perspective, is both extremely valuable and immensely satisfying.

In addition, I get to think ahead, to plan, and to be proactive (though I usually hate that word). Of course I still have to react to day-to-day developments, be they potential problems or potential deals. But unlike most outside counsel, I don't have to wait until an issue is brought to me. I can identify issues that have yet to come up, applying the old rule that an ounce of prevention is worth a pound of cure.

When I joined my present tech company almost five years ago, I was a little concerned about what I might find. (After all, the first day at my previous GC post included getting up to speed on a multijurisdictional litigation matter, reviewing an S-1 on file for an IPO, and being personally served with a new lawsuit a few hours after I walked through the door.) Over half of Spirent Communications' business was in the United States, but its prior GC was a London-based lawyer who had departed a few months prior, leaving the company with no in-house lawyer at all. The pleasant surprise was that nothing was on fire.

And so, with no imminent crises, I was able to focus both on making routine things better and on building a compliance culture at Spirent that fit the U.S. approach (valuable even though we are publicly traded in London). Simple things like consolidating work done by a half dozen patent prosecution law firms with one firm I knew and trusted immediately improved the decision-making process about how best to use the company's patent budget.

Other projects included creating anti-bribery training programs that, for a relatively small company, are quite strong. Ensuring the executive team's involvement, rolling out online training in English and two Chinese dialects, meeting with overseas sales executives multiple times for live training - all these are the fruits of the long-term planning and execution that can come with being in-house.

One of the things I have not missed about private practice - even for a second - is the joy of accounting for every productive minute of every working day on that torture device known as a time sheet. Sometimes the fun was making sure I did not shortchange myself for hours legitimately worked. Other times I had to worry that the time a project actually took was much longer than could be billed. The worst was when I could bill a company for only half of a ten- or eleven-hour day.

Time passes quite differently for me now. And it's not because I've stopped working late or on weekends; I haven't. Rather, it's because I no longer have to worry what my time looks like on a time sheet - either when something takes longer than I would have liked, or when I'm confronted with the inevitable "dead time" that's so often built into projects.

Compared to the busy litigators I know, my stress level is close to zero. Part of that has to do with the type of deadlines I have now. True, projects always have deadlines, but that is different from preparing for a trial date or getting a summary judgment motion filed on time. (Yes, the end of the quarter can have its own kind of stress, especially at public companies. But I still remember when the CEO at my first company was kind enough to come by my office to share how impressed everyone was with my calm demeanor during my first end-of-quarter experience. I thought, but did not say, that if this is what passes for stress in the corporate world, I'd been a fool to delay my career change so long.)

To be sure, spending your days surrounded by business people rather than lawyers does have its disadvantages. It would be difficult, for example, to get my present colleagues excited about the commerce clause implications of the recent Supreme Court decision on Obamacare.

Is that enough to even slightly tempt me to return to private practice? To any of my former colleagues who would ask, I say: Not on your life. But I am free for lunch.

Rich Gray is the Silicon Valley-based vice president and group general counsel of Spirent Communications.

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