Guide For New To In-House

The objective of this guide is to identify the areas of an in-house attorney's work that are of particular importance for a new in-house attorney and to point both new-to-in-house attorneys and the ACC's NTIH Network to the areas where time and effort can be most effective in improving the output of new in-house counsel.

1. Understanding your role in the business

   1. Learn the business purpose and goals of having in-house counsel
   2. What are the priorities for the in-house legal team?
   3. Special considerations if you're the first in-house counsel
   4. Listen to the business folks. Remember, you are responsible for the business even if the business units decide not to call you or loop you in (or wait until the last minute). Take steps to ensure that you're part of the team and someone they want to include, not someone they go to after the fact.
   5. Who you report to may dictate how you function. For example, if you report to the CEO, be prepared to understand the larger, long-ranging, strategic consequences of your work. If you report to the CFO, understand the financial implications of everything you work on. If you report to another lawyer, make sure your legal analysis is solid.

2. Transition from Law Firms

   1. Get ready to move at the speed of your business; they set the pace. Be prepared to provide a quick and brief answer on the spot and then confirm your advice later. It's usually also okay to say "I don't know, but I'll check" without losing standing as long as you then follow up promptly.
   2. Focus on advancing the business goal and the legal answer or risk assessment (the why is added only when asked for). Be short, succinct, and to the point.
   3. Manage risk, don't avoid it. Law firms are about minimizing risks but companies are about maximizing profit. Your job is to try to figure out a way to say "Yes," not to say "No." If it's not illegal, "No" is probably not the right answer. When "No" is the right answer, you are expected to present alternatives that accomplish the business goal.
   4. Lots of client contact: You're (usually) not working with lawyers, so erase legalese from your vocabulary (both spoken and written) and learn the relevant business terminology.
   5. You are a cost center, not a revenue center. You need to check any ego you had from the firm, because the focus is on the core business units, not the lawyers.
   6. You will likely transition to being more of a generalist. Your value-add is likely your understanding of the business and thus being able to mix business and legal advice. Despite this, try to be recognized as the "go-to" person in a subject matter.
   7. Rules of professional conduct and privilege issues when your employer is your only client.
      
      1. Unauthorized Practice of Law (a/k/a Multi-jurisdictional Practice)
      2. Communication with persons represented by counsel. Although you'll be directly dealing with non-lawyers a lot more, even outside your company, remember rules around represented persons.
   8. Always be a pleasure to work with. You want to avoid the stereotype of a legal department that is difficult and uncompromising, build a good relationship with the business people, and encourage your business partners to seek your advice.
   9. Figure out who to go to for approvals, who runs the important company departments, and what they do for the company.
   10. Maintain a resource network. Being in house means fewer (or no) office mates to ask for legal tips. Join a network, keep in touch with contacts, and use these resources liberally. Remember, many other in-house counsel are in the same boat you are!

3. Business Basics

   1. Learn your business' risk tolerance.
   2. Understand how your business makes money (in general, and ask for business plan to see this year's specifics)
   3. Relative importance of different departments to the business, and identify key players in each major department (a business org. chart can be helpful)
   4. Learn the process for change management (i.e., if a current practice/procedure is not compliant, how do you suggest a change)
   5. Get comfortable with numbers (data/metrics and accounting)
   6. Learn and use industry- or company-specific terms and acronyms
   7. When appropriate, get out into the field and visit your business clients where they work. Simply telling your internal clients that you want to see what they do and how you can help them better will go a long way.

4. Legal Basics

   1. Contracts
      1. Understand how your company reviews/approves contracts and in-house counsel's role in that process
      2. Understand what leverage you have generally with different types of contract partners
      3. What is your role in contract compliance?
      4. Do you have templates or standard clauses that you use or avoid (possibly because of bad experiences in the past)?
      5. Beware of boilerplate
   2. Labor & Employment
      1. Benefits
      2. Employment law basics
   3. General Litigation
      1. Checklists
         1. New Litigation
         2. Litigation Management
         3. When served with a complaint
      2. Litigation holds
      3. Budgets
      4. Settlement authority
      5. Reputational and other non-transparent costs (e.g., loss of a supplier relationship)
   4. Internal Investigations
      1. General
      2. Asia, the EU, and the United States
   5. Subpoenas
      1. From US government
      2. From 3d party
   6. Industry-Specific Regulation
   7. Intellectual Property (basics)
   8. Compliance
      1. Whistleblower policies
      2. Codes of conduct
      3. Data retention
      4. Non-legal compliance (industry standards, media scrutiny, etc.)
      5. FCPA, Sarbanes-Oxley, and other public company requirements
   9. Corporate and Securities
      1. Corporate Secretary duties
         1. Review the minutes of meetings of the board of directors and each of the major committees of the board
         2. Understand role of attorney in relation to the board (what services are needed, and what the culture is)
         3. Certifications and official records
      2. Securities (for public companies)
         1. Read the company's latest SEC filings (10-K, proxy, and annual statement, and last 2 years of other significant filings, e.g., 8-Ks)
         2. SEC Enforcement actions
         3. Regular filings (calendar)
   10. Privacy
       1. HIPPA
       2. Quick Tips on Mitigating AI Risks in the Workplace (Saul Ewing)
       3. Gramm-Leach-Bliley
       4. Data security
          1. Data breaches
          2. Data protection

5. Outside Counsel

   1. When/Why
   2. Who
   3. How Much
   4. How to manage and work with outside counsel
   5. Alternatives to outside counsel (online resources, third party vendors, network contacts, etc.)

6. Career Path

   1. Legal career path
   2. Business career path: you may find you want to move to a business role or a mixed business and legal role

7. General Resources

   1. Your First Year In-House
      1. First Year In-House Plan for Success
      2. New to In-House Practice: EU & US
      3. First 5 years in house: Canada