Alan Gutterman, FOUNDER AND PRINCIPAL OF GUTTERMAN LAW & BUSINESS AND THE BLOGGER BEHIND THE BUSINESS COUNSELOR BLOG™
We’ve all heard that law school doesn’t always prepare new attorneys for the challenges of practice in the “real world.” While this truism is often directed at new attorneys walking in the door of a law firm, it’s equally applicable to new attorneys that begin their careers in a corporate legal department.
Companies with large legal departments often have their own orientation programs, and resources such as ACC’s Corporate Counsel University, an annual three-day boot camp for new in-house practitioners, are also available. But you may also be looking for practical steps you can take to hit the ground running in-house. And the tips outlined below can also serve experienced attorneys transitioning from a law firm to an in-house position.
1. Request an executive summary of the company’s business plan and an org. chart.
You may have already done a lot of homework to prepare for the interview process that got you the job in the first place; however, you should be sure that you get a copy of any “official” executive summary of the company’s business plan that succinctly lays out what the company does and what its goals and objective are for the future. You also should ask for a comprehensive organizational chart so that you can begin to understand how the company is set up, who reports to whom, how information flows, and where the legal department fits in.
2. Steep yourself in the company history and culture.
Even before you get too involved with the myriad legal and regulatory details of the company’s activities take time to sit down and learn about the history and development of the company and make an honest effort to understand its corporate culture. So much of what goes on inside a company is not immediately obvious and depends on when and how the company was founded and the values that were established at the beginning and passed on to subsequent waves of managers and employees.
3. Research each of the company’s key industries and markets.
Again, before you start plowing through the company’s contracts and policies, go out and find reliable, timely, and unbiased information on each of the industries and markets in which the company currently operates. While you’re doing this research you should get up to speed on competitive and regulatory conditions in industries and markets that are likely candidates for company expansion over the next few years. You should also identify each of the key legal and regulatory areas that will affect the company because of the decisions made regarding industries and markets. If something comes up that you are not familiar with, you need to figure out where to find the resources to address the company’s interests with respect to issues in that area.
4. Read the company’s 10-K, proxy statement, and annual shareholders’ reports word for word.
Once you’ve researched the company’s key industries and markets (using independent sources) it’s time to take a close look at how the company presents itself in disclosures to shareholders and the investment community. Assuming your company is subject to the reporting requirements of the federal Securities and Exchange Act of 1934, you should read the company’s 10-K, proxy statement and annual shareholders’ reports word for word. If your company is privately held get a copy of the business plan and offering documents used to raise capital from outside investors or to land a credit facility from a bank or other financial institution.
5. Review all the other SEC filings that the company has made over the last two years.
While most of the important information about the company will be included in the major SEC reports and filings referred to above you should still take the time to review everything else that the company has filed with the SEC over the last two years. This includes disclosures made on Form 8-K and in quarterly reports on Form 10-Q. Reviewing this information will provide you with a better idea of the flow of events with respect to the company. For privately held companies, the review should include communications made to shareholders over the last two years.
6. Review all of information regarding products, services, and company activities that the company has released to the public over the last two years.
Tips 4 and 5 focus on information presented to investors; however, you also need to be very familiar with marketing activities to engage customers in the marketplace. The scope of your review of materials relating to company products and services will depend to some degree on your own familiarity with those products and services and the underlying technology. At the outset, a general review will probably suffice since you can get into details later when a specific issue arises; however, this is a good time to introduce yourself with your business partners in marketing, customer service, and operations who are involved with preparing and distributing product and service information.
7. Carefully review the company’s “due diligence binder” and make notes on how to improve and update it.
Reviewing all of the information described in the first six tips above should set you up nicely to review and improve the company’s due diligence binder. The company’s due diligence binder is a collection of all the items that the company would be asked to present when it is involved in a major transaction, such as during an acquisition or private offering. The documents should provide a thorough tour of the legal and operational infrastructure of the company: charter documents, contracts, licenses and permits, policy statements, etc. As you review, take notes about how to improve and update the binder. If there is no binder you will have to gather these documents by working with business partners throughout the company.
8. Review the minutes of meetings of the board of directors and each of the major committees of the board.
Each of the areas of the due diligence binder are important; however, take extra time to review the meeting minutes of the board of directors and each of the major committees of the board. These items are not public information, and they can provide valuable insight into the concerns of the leaders of the organization and the how the directors interact with senior executives.
9. Meet with representatives of the company’s outside auditors and law firms to discuss what you’ve learned so far and to understand their relationship with the company.
Meeting with representatives of the company’s outside auditors and law firms is often one of the first suggestions for new in-house attorneys; these meetings are more useful after you have done your homework on the company’s legal, operational, and marketing activities and the industry’s competitive landscape. The meetings are your opportunity to introduce yourself as a business partner, and to ask questions about issues that you may have already noticed (and accounting and legal issues that you may not be familiar with).
You should also be attuned to clues about the relationship between outside auditors and law firms on the one side and their designated contacts within the company on the other side. Include your supervisors if they want to attend. You should be aware of any long-standing personal or professional relationships between your supervisor and an outside auditor or law firm. Begin thinking about relationship management strategies as you participate in these meetings.
10. Meet with a senior (and hopefully long-serving) manager from each of the company’s key departments or business units to set expectations.
All of the information you’ve gleaned from your work above is only important if it helps you provide value to your internal clients. So, as soon as you can, but only when you feel ready, you should meet senior (and hopefully long-serving) managers from each of the company’s key departments. Introduce yourself and listen to their concerns and expectations regarding in-house legal services. Set these meetings up with prior notice to your supervisors.
This list leans heavily toward steeping yourself in the business and organizational culture of the company before jumping into specific legal matters. While the timing is not necessarily within your control, particularly if there is a crisis brewing on your first day at work, you should try to pace out this legwork over your first 90 days on the job.
When you’ve gone through all of the steps outlined above sit down with your immediate supervisor and go over what you’ve learned. Seek ideas about other issues to explore and use the entire process as a launching point for setting your own personal goals and objectives for a successful first year in your position.
Published on July 30, 2013