The Point

It’s up to your company’s lawyers whether businesspeople really trust them to be helpful, or not.

And it looks like those lawyers need to do a better job in that department.

This Matters to Your Business

On my first day as Associate General Counsel in a Fortune 500 company, the head of marketing welcomed me as the newest member of “our department of business prevention”.

After service as a Manhattan prosecutor and corporate practice in a law firm, this was my first role in a general counsel’s office. Even before my marketing colleague’s “welcome”, I had resolved to pattern my conduct on a contemporary lawyer I had admired for his demonstrated business practicality: Irving S. Shapiro, then DuPont’s CEO.

Shapiro had come up through the ranks of DuPont’s Legal function. Known for attention to legal detail and proactive liability prevention, he had a knack for getting practical business tasks done. Not: “here are the legal problems with what you want to do, so you can’t do it”. But: “here’s a way to do what you want to do, and avoid legal complications while doing it”.

So instead of asking (let alone demanding) that businesspeople include me in their meetings, I waited for them to invite me on a truly voluntary basis. Mutual trust developed naturally. Two years later, a general manager went to my parent company’s senior management to tell them I had dodged a bullet for his business unit. They offered me a job as a general manager running a division, and I changed places at the client / lawyer table.

Because …

Once I became a client, I found that in-house attorneys’ demanded to be included in my meetings with business colleagues.

Also, the in-house feedback I received about my business proposals was not only negative, but cursory. Asking for a legal explanation, I’d usually get no specifics:

“Well, is there a line of case law that poses a problem? No.

“Perhaps there’s been a regulatory development I’ve missed? No.

“Maybe our company has signed a contract whose covenants this would violate? No.”

You get the idea.

…

The prevailing in-house approach was based on bureaucratic rules and demands — “because I said so” — rather than on business judgment and voluntary collaboration.

On reading the current Association of Corporate Counsel‘s website, it looks like things have not changed much:

“‘Seat at the Table®’ / ‘The Age of the Chief Legal Officer’ / ‘Take Your Place’

” … ACC research indicates that only 70 percent of public company general counsel have a direct reporting relationship to the CEO, and the percentage is even lower for private companies. Our mission is for 100 percent of general counsel to report directly to the CEO as a member of the executive management team, and for 100 percent of general counsel to have a seat at every meeting of the board of directors.”

In-house bureaucracy and demands don’t create mutual trust.

From this blog’s July 29, 2022 post:

” … “For all the rhetoric about being on the same team, less than half of U.S. respondents thought of legal as a trusted business advisor — 73 percent of all respondents did not consider legal a ‘praiseworthy business partner’ — and around two-thirds of enterprise employees around the world said they were likely to bypass legal on deals ….”

As with any other human relationship, Legal needs to prove to businesspeople its willingness to be helpful. Bureaucratic rules and demands are a poor substitute for this.