The ABCs of Work: Obey

Banner artwork by Kitch Bain / Shuterstock.com

Today’s topic is all about when to Obey others’ instructions rather than your own inclinations.

Last time we talked about ways to seek out Novelty even when doing routine work. Today we explore why it’s important to know when to obey and, equally important, when not to.

“Obey” sounds out of place in the workplace

I agree with you on that. I used a strong word partly to get your attention. Now let me convince you why it’s not wrong.

First, to your (and my) concern with the word. The workplace is not the military, with strict command hierarchies and an absolute expectation that individuals will follow their superiors’ orders. We treasure in-house lawyers in particular because they exercise independent judgment. A good lawyer must be willing to speak their mind when others may fear challenging management.

Because lawyers hone their independent judgment, however, they risk forgetting who their ultimate client is. In the corporate setting, our responsibilities are to the corporation. Our fiduciary duty is to protect the company’s interests and drive long-term shareholder benefits.

Our role, though, is rarely to serve as the final arbiter. Other management colleagues, like the CEO, chief financial officer, and other senior executives, are charged with making both policy and operational decisions in their respective bailiwicks. And the board of directors oversees company affairs most broadly.

The best lawyers bring their excellent judgment to every situation, not just legal questions. And therein lies today’s problem. We are used to others listening to us and deferring to our judgment, at least in our own specialty. So what happens when there is a conflict between what we think the company should do and what management or the board thinks?

How to properly exercise judgment

Here’s how to resolve the dilemma. I suggest you follow this four-step process.

1. Start by exercising your independent judgment and then forcefully argue for what you believe is best. You can and must be a zealous advocate for your positions. This is your core value proposition as an in-house lawyer.
2. Alongside ensuring your colleagues understand your points, you must take care to understand the business considerations. You should not be trying to win the argument necessarily so much as contribute to a fulsome discussion. Take particular care to distinguish in your mind which decisions relate to legal topics versus business topics.
3. Once points 1 and 2 are satisfied, stay alert to when the responsible businessperson is prepared to make a decision. This is when danger to you is greatest because you will want to continue to argue your side. If the decisionmaker has relevant information and is ready to decide, you switch to listening mode.

4. Finally, but vitally, and especially if you disagree with the decision or would have decided differently yourself, you must help implement the decision with the same fervor that you just argued against it.

We do pretty well with the first point. I’ve seen lawyers mess up with two, three, and four, with increasingly severe consequences. Being inattentive to others’ arguments is harmful to our effectiveness, but not always fatal to good decision-making.

Being overzealous in arguing our case makes management annoyed with us. Because our independent voice is valuable, though, good colleagues usually give feedback to help us avoid going too far.

It is the last point that ends in-house lawyers’ careers. After the decision is made, you must put aside personal feelings and wholeheartedly go along. Don’t fall in love with your own arguments. Logic and analysis are only partly why businesses take decisions. Emotions, risk appetite, and strategy all play important roles. All these mean management may decide to do things differently than we would. And their role is also to exercise independent judgment.

Are there times when we must refuse to obey?

Yes. If your colleagues should propose illegal conduct, then the decision is not one in their competence to make. That’s your ultimate responsibility, and there can be no compromise. When you cannot resolve such a situation through your persuasiveness, you must escalate within the company.

And if you’ve escalated to no avail, in the United States, in-house counsel are required to make a “noisy withdrawal.” This means to openly resign, stating the reasons why, in effect becoming a whistleblower. But don’t be too concerned. I’ve never seen it in a corporate setting, and I hope you’ll never be confronted with it.

Again, the difficulty comes when we mistake business decisions for legal ones. You might feel a need to keep arguing or even disobey. I counsel against it. Have a follow-up private meeting with the decisionmaker to express your concerns. Let him or her demonstrate they understand the legal risks and show they’re making a business decision.

Honorable mention

Leveraging a single tip to drive work success is a heavy lift, even a tip as important as when to obey. Our formula will necessarily be incomplete. But the formula has impact, and all the more so because we’ve kept things simple. Here, to finish, are some honorable mentions to serve as food for thought:

• Opportunities — The lawyers I’ve seen progress the most in their careers took advantage of opportunities that came their way. Opportunities are often unpredictable, both in substance and in timing. Being willing to try something out, even if it wasn’t what you were hoping for, opens many doors that remain locked for others.
• Optimistic — By now you’ve come to expect me to exhort you to see the positive. I repeat the point because it’s a valid and good one. If you see the bright side, you are a happier person. People like to work with you. Your thoughts mold your mind. Knowing this, why not shape yours in a direction that makes you genuinely satisfied with your life?

Be well. I hope you’ve found some helpful insights today. Let me know at James@klugne.com if you have additional ideas or suggestions for our success formula. I can’t wait to hear your story.