Lawyers, general counsel and in-house

Answer

For some clients, lawyers act in a role comparable to in-house counsel, responding to ad hoc queries on issues as diverse as reviewing proposed contracts, pre-empting employment issues and considering governance matters. For others (and of course, there's a huge range in between), lawyers may only work with them on major transactions that most companies see rarely in their lifetimes. Who a lawyer gets instructions from is similarly varied; from CEOs to the board as a whole or particular individuals tasked with resolving a situation. Sometimes, but particularly when dealing with larger businesses, lawyers are often instructed by a general counsel (GC).

‘General counsel/GC’ (also sometimes referred to as a legal director or head of legal) is the most senior in-house lawyer at a company or group. However, it’s not just corporates that have GCs, many private offices and family offices will also have GCs. By ‘in-house’, we mean that they’re employed by their client and will usually sit within the management team, reporting to the CEO or board. A GC role will often cover a broader range of daily issues than a typical lawyer working in private practice and will be the business's primary legal adviser. A key part of that responsibility is knowing when to call on the expertise of external lawyers. 

In this article we consider what a GC is really looking for in their external lawyers, but much of the below are skills good lawyers will have in their toolkits, and are applicable to numerous other situations.   

GCs are looking for lawyers that’ll work alongside them to ensure a well-rounded and full legal service is provided to the company.

Specialist knowledge

The GC role is typically broad, covering general commercial issues, such as contract reviews, governance and compliance issues. There’s of course huge variety in this, and certainly there are more specialist GCs that concentrate on property, litigation, IP and employment matters, for example. This will depend on business need. However, ‘broad’ is certainly characteristic of the ‘general’ counsel role. Most, if not all companies, will have occasions when matters arise falling outside of the GC's areas of expertise, remit or capability and, at such times, will seek the advice of external lawyers in the relevant area or sector, such as real estate, private wealth and data protection. 

It's essential, obviously, for lawyers to ensure that their knowledge in their area is accurate, and up to date and that they’re aware of any and all approaching key dates, deadlines or proposed changes that may be relevant. This can include changes to legislation, decisions on important cases and changes to best practice or guidance. When working with GCs, it’s helpful to ensure that updates relatively far in the future are flagged so that the GC can implement the necessary changes in due course.

It's also important that external lawyers understand the scope of their advice to ensure that they neither waste time in providing information that the GC is well versed in nor allow issues to fall between the gaps.

A GC will, generally, be looking for lawyers with specialist knowledge that complements, supplements and harmonises with their own expertise and practice. 

Excellent commercial understanding

GCs will know their company and the sector they operate in inside out. They’ll be looking for external lawyers that can grasp the key aspects of that quickly and understand that their legal advice isn’t given in a vacuum. Other drivers may include taxation, managing supplier/customer relationships and views of other stakeholders. If external lawyers don’t appreciate these, sometimes conflicting, interests, their advice risks being irrelevant and unhelpful.

For example, a contact that’s legally deficient may still be signed to preserve a key customer relationship (and the legal advice given will still be valuable as the information on deficiencies and potential consequences is needed to assess the risk).

GCs are looking for lawyers that understand these commercial realities and can tailor their advice accordingly.

Providing added value

There are a number of ways lawyers can add value, from providing networking opportunities, to thought leader forums, knowledge sessions or relevant legal updates. 

Ensuring that such updates and seminars are well tailored to the client and its sector, and particularly to GCs is key to this being really valuable when time is precious. However, such events can provide essential information and useful networking opportunities.

GCs are looking for lawyers that illustrate their knowledge of the subject matter, client, sector and the GC role by providing well-tailored articles, seminars that genuinely add value.

Resources

Firms are often able to provide their lawyers with technology and resources that are out of reach of typical GCs, such as secure data rooms; tech to manage high-volume data requests, for example as part of litigation; and resources ensuring cutting edge knowledge from the latest bulletins, journals and practice notes. GCs will expect their external lawyers to use that to their full advantage.

Firms also often have a talented workforce at their disposal, ensuring that heavy-lifting tasks can be undertaken in an efficient manner. They’ll also have at hand colleagues that can be drawn into particular aspects of any issue quickly. 

GCs are looking for lawyers that can provide and make the most of these resources to ensure their matters are quickly and efficiently managed.

Collaboration

External lawyers will often be expected to fit into the in-house team, which can involve providing them with the skills needed to do certain tasks themselves, thereby reducing their costs.

This will also include being supportive, and understanding of the in-house role and fitting in with their ways of working. This may include preferences for communication, such as whether they prefer a full note that can be sent to the board or a discussion via video call.

As part of the collaborative approach, GCs will look for clear and prompt communication on all matters, which can be easily understood. This saves time and fees as clarifications shouldn't be needed and misunderstandings won't take place. This extends to transparency on fees: one of the many hats worn by the GC will be as holder of the legal budget. To enable them to do that effectively and adeptly, the GC will need accurate and up-to-date information on the lawyer's fees.

Victoria Miller is an associate in the corporate team at Michelmores LLP.