In my last column for this publication ("In House and It Feels So Good
," December 2012), I waxed poetic about how glad I was to leave the law firm world behind for an in-house job. But in my euphoria, I failed to address one key question that so many aspiring GCs have asked me over the years: Just what exactly does a law firm lawyer need to know to successfully make the transition? First of all, when you go in house you'll hear a lot more numbers thrown around than you did before. At a law firm, all you really have to focus on is your billable hours. Sure, from time to time accounting may harass you about collections (and sometimes the managing partner might call), but that's about it. In the corporate world, by contrast, people obsess about revenues, profits, losses, EPS, margins, EBITDA, sales commissions, distributor percentages, quarterly goals, stock option strike prices, and, of course, share price. Here's what I've learned, though: Despite whatever snide comments you might hear from sales that you're from the "Revenue Prevention" department, you will have absolutely no impact on any of these stats. In fact, for a GC, only two numbers really matter: the CEO's office phone number, and the CEO's mobile phone number. The rest you can safely ignore.
You can also take comfort knowing that as an inside attorney you will be privy to all the information and secrets that businesspeople are otherwise loathe to share with their lawyers. You are, after all, now part of the team. Nothing will be hidden from you. So don't give it another thought when conversations abruptly stop when you enter the room. You are just being paranoid.
You can also be assured that everything you need to know to effectively do your job will be shared with you - in advance. People will actively seek you out to keep you informed. There will be no surprises.
With one exception. You will be pleasantly surprised to find that your business colleagues love to learn new things about the law, whether it's about the SEC, Sarbanes-Oxley, the Justice Department, the FTC, the FCPA, the Serious Fraud Office, the U.K. Bribery Act, export compliance, antitrust law, antidiscrimination laws, intellectual property law, privacy and data protection law, how different states and countries have different rules, or the latest hot topics you learned at your last CLE class. These discussions will keep your colleagues mercifully distracted from such mundane tasks as meeting forecasts and staying within budget. Your colleagues also will show their gratitude to you by quickly soaking up this new knowledge. So be prepared for a flood of requests for additional information.
You will also learn the true joy of corporate meetings. As everyone knows, they always start and finish on time. No one meanders. Well, almost no one. I once witnessed a 20-minute debate over whether the word meander
came from a river by the same name in Turkey. (Most in the room agreed that it did.)
Conference calls are almost as enjoyable. Even though the participants sit at their own desks, you can be sure that no one will give in to the temptation to surf the Internet. All participants always stay focused.
But perhaps the very greatest pleasure for a lawyer in the corporate world is email. The clever "cc" option means that many, if not most, of the missives sent your way will never even be addressed to you. But people will take comfort in knowing that you read them (or at least take comfort in being able to say that they assume you read them).
As an experienced lawyer, you will be especially impressed by how many of these emails take definitive positions on complex legal issues, saving you a tremendous amount of time and effort. And, of course, by the time the emails get to you, they will already have been circulated to dozens of your corporate colleagues, meaning that you will not have to worry about sending them around yourself.
Oh, and one last point: Forget about reading the Wall Street Journal
or the Financial Times
. Just remember to read "Dilbert" every day.
Rich Gray is the Silicon Valley-based vice president and group general counsel of Spirent Communications.