In-house lawyers juggle multiple responsibilities and legal matters daily. This is especially true of small departments consisting of 10 or fewer attorneys and even more so in legal departments of one. Taking on the role of being the sole in-house counsel requires a myriad of skills including the willingness to take on additional tasks, constantly learn new skills, and fill the organizational gaps that arise. Over time, one becomes accustomed and even proficient at taking on new work. Participating and contributing in functional areas outside of legal such as business development, procurement, and even accounting can be invigorating.
Our company recently went through a personnel change and as a result of that change, I worked alongside another department to “fill the gap” while we searched for a replacement for the vacant position. In filling the gap, I ended up performing an impromptu “gap analysis”* of this non-legal function in our organization. Approaching the analysis from a legal perspective, I was able to define and address areas of potential risk and implement processes and procedures for better tracking and record-keeping for this department. Learning the operational details of this functional area effectively made me the company expert for it. During this period of transition, it was decided that we would move the function to report to a different department when we hired the replacement. Although not opposed to this change, I knew that it would come with its share of challenges. What I did not anticipate was that I would be one of the challenges.
*“Gap Analysis” — A technique that businesses use to determine what steps need to be taken in order to move from its current state to its desired, future state.
Inherent to operating as the sole in-house counsel is an entrepreneurial mindset. Although all in-house legal departments must constantly work to balance effort, time, and resources, legal departments of one by necessity become adept at resource management. We do not have the luxury of picking up the phone to reach out to another legal colleague in the compliance, export, or human resources department, or even outside counsel. It is often the case that we ourselves are not only the legal department but also compliance, export, human resources, and many more departments. It is not enough to be a generalist. We not only have to be a mile-wide in our legal expertise but also multiple feet deep, so to speak. This necessity of knowledge can create a sense of responsibility and ownership that may be hard to release when a transition occurs.
My preference, as in-house counsel, is to practice preventative law: to institute policies, procedures, and training to protect the company from liability in every possible way. As attorneys, we are trained from day one of law school to ferret out the potential legal issues, the risks, the pitfalls, and the worst-case scenarios. Outside counsel are normally consulted after an issue arises. In-house lawyers have the dubious benefit of constantly scanning the corporate landscape for potential issues that may arise. We are the only department in an organization in which a mistake made by anyone else in the company can land on our desk. This can create a state of eternal vigilance and not a small amount of stress. Sometimes we suffer from the fallacious thought that if we can just keep the other departments properly trained and educated, we can control the risks. However, I learned a long time ago that the idea we can control anything but ourselves is an illusion. Holding on to a responsibility or function does not assume you can control it. Sometimes, we cannot even control ourselves, which brings me back to the challenge encountered during our company transition.
Over my many years of legal practice, it becomes easier and easier to willingly delve into new areas of law and expertise. Having the opportunity to help fill a functional gap in the company gave me an opportunity to work outside of the company’s legal department temporarily and help in fine tuning another function. When we found someone to fill the open position, I was all too happy to help train her. However, I came to realize that my enthusiasm was perceived by another manager as an attempt to subvert that manager’s newly appointed authority over the position. She needed to be able to own that function and cultivate her management skills in training the new employee.
While the willingness to take on new tasks and fill gaps when necessary can be admirable and even desired traits, sometimes knowing when to let go can be just as necessary and admirable. Sometimes you need to let go in order to allow room for other experts to emerge and grow.
