As an in-house lawyer with more than 12 years of experience, and having worked with many people across diverse cultures and geographies, the one thing that I have come to believe is that it's all about people.
People management is an invaluable skill for in-house counsel, especially when it comes to closing deals.
Closing a large deal is like solving a jigsaw puzzle. The puzzle pieces are the involved stakeholders who bring their thoughts, experiences, talents, and culture to the table. Our job is to handle each of these pieces carefully, understanding where they come from, what their nuances are, and where they fit best in the puzzle.
We must do this while also balancing the pressure of deadline from the sales team, order of business viability and best commercial value from the commercial team, and responsibility to safeguard the deal from legal risks.
If we are bad with people, then the deal is sure to be a mess.
Here are a few people tips for lawyers who are new-to-in-house and looking to successfully close large deals.
1. Be solution-oriented
It’s easy to fight repeatedly on the same moot point of law in an agreement. Do you want to do this and drag the deal for everyone? No, you don’t.
Instead of going by the books, go by experience and risk analysis. Be solution-oriented rather than just wanting to win the argument. Everyone wants the deal done, and it’s never about winning a single argument.
Try having a one-on-one with the opposing counsel. Sometimes, the best solutions come over a cup of coffee or outside the board room.
2. Get sales on board with you
The sales department sometimes perceives in-house lawyers as obstacles or unapproachable. Break this perception by interacting with sales more often, and try to get to know them on an individual level.
Understanding people helps you communicate better with them. To get sales on board with your approach, explain key risks on main terms in plain language rather than legal jargon. Focusing on the most risk related clauses and being ready to budge on smaller terms, will help progress the deal faster and get sales will be on your side.
Getting them on board will result in two wins. One, you don’t have to fight multiple battles, one with them and one with external lawyers. Second, if they are on board, they will understand if you negotiate for timelines.
“Everyone is always a bit scared…but we are less scared together.”
- The Boy, the Mole, the Fox and the Horse by Charlie Mackesy
3. Spend some extra time with the deal advisor and the delivery team
In-house lawyers work differently than law firm lawyers. As in-house lawyers, you must wear different hats. You must be business-friendly and at the same time protect the legal interest of company.
You cannot do this until you have understood the business and commercial piece of the puzzle. To understand this, spend a little more than usual time with the commercial deal advisor and understand the solution/proposal from a standpoint of the delivery team of the deal. Once you have this understanding of how the commercial is impacted when other pieces are moved differently, you can understand the risks, and this will enable you to win the deal.
4. Be a diligent lawyer
It goes without saying, as in-house counsel, our priority is to maintain our integrity as good lawyers who understand the legal risks and are transparent about this with the business teams.
Closing a deal with a large pay out but enormous legal gaps will never lead to a good result. Always lead with a firm, yet gentle stance when it comes to legal risks. Identify and call out the risks clearly to the business team and brainstorm and collaborate with other teams on how best to avoid or handle these risks.
No deal is devoid of any risks. It's all about getting the right people involved to determine mitigation steps and take action.
As in-house counsel, we shoulder the responsibility of maintaining the balance of the “house,” aka the company. We are supposed to protect the company’s interests in all legal matters and are its trusted advisors.
But how do we build the company’s trust in us? By winning the trust and confidence of its people.
“People working together in a strong community with a shared goal and common purpose can make the impossible possible.”
- Tom Vilsack, United States Secretary of Agriculture
Disclaimer: The information in any resource in this website should not be construed as legal advice or as a legal opinion on specific facts, and should not be considered representing the views of its authors, its sponsors, and/or ACC. These resources are not intended as a definitive statement on the subject addressed. Rather, they are intended to serve as a tool providing practical guidance and references for the busy in-house practitioner and other readers.
