As in-house counsel, we are often judged by our job titles as colleagues attempt to gauge our influence or level of engagement within our companies. The greater the title (vice president, general counsel, chief legal officer), the higher the level of interaction within the company and apparent knowledge within a given area—or so the theory goes. This historically linear approach, however, does not comport with the reality of the modern business environment. In today’s corporate world, in-house counsel have to ask themselves as they examine their career options (or make a new hire), “is this legal role that of a cop, counsel or entrepreneur?” As we’ll see, answering this question based on the definitions below can help lawyers find greater job satisfaction in the long term.
As a company’s legal or business strategy evolves, so, too, does its corporate legal department. This evolution affects legal staff and can make past legal roles untenable in the new environment. This means that all prospective or current in-house attorneys must understand the roles they wish to have or currently fill, and not rely on the assumption that their future legal role will simply expand with each promotion. This development was well documented in the research of Robert Nelson and Laura Beth Nielsen in their article, “Cops, Counsel and Entrepreneurs: Constructing the Role of Inside Counsel in Large Corporations” (Law and Society Review, 2000). In it, the authors brought together various theories, and their work has only increased in relevancy. The authors found that all in-house lawyers fit into one of those three roles. While situations may dictate that lawyers spend some time outside their base roles, the majority of their efforts reside in one of those three. In-house counsel should examine which of these identified roles they (or their new hires) fill, how to exploit the advantages and how to avoid the disadvantages. Let’s look at the differences.
Cops are the gatekeepers of an organization, primarily concerned with policing the conduct of their business clients. These attorneys approve contracts, impose and implement compliance programs, and respond to legal questions. They usually do not give non-legal or policy advice; rather, they tend to act as the corporate conscience. Cops tend to have defined roles within a company, and fairly predictable work. Co-workers come to them through established workflows. While there may be less opportunity for advancement, there also tends to be less stress, and less need to be a profit center. Due to the defined nature of their jobs, success as a cop is easier to measure.
Counsel is the role that most lawyers play. While some gatekeeping occurs, counsel give legal advice and justify their suggestions based on legal knowledge. However, they have a broader relationship with management that provides opportunities to make suggestions based on business, ethical and situational concerns. Co-workers seek them out for input. Counsel tend to have more freedom, and are presented with more interesting and evolving issues. But more situational judgment is required, since often business actors may take advice and use it in unintended ways (“But Lisa said it was okay!”). This can lead to unexpected difficulties, and more stress. Due to the often undefined nature of their jobs, much of their job performance is based on perception, and success metrics can be volatile.
Entrepreneurs are rare—they emphasize the business value or profitability of their legal work. The law itself is viewed as a source of profits and used aggressively in the marketplace, or it is the mechanism through which major transactions are executed. Attorneys acting in the role of entrepreneur offer advice beyond the legal function. They make greater use of knowledge claims (essentially, their claim of knowledge or experience on a particular subject), which encompass economic, managerial and legal matters. An entrepreneur’s role is not a fixed choice among discrete legal roles or categories, but evolves according to the needs of the business. Entrepreneurs market the legal function to other business divisions, and have a great deal of freedom. However, they are considered profit centers, and their efforts must be tied to specific entries on financial statements. While there is greater upward mobility potential and reward, there is also the greater stress to be consistently successful. Though their jobs tend to be undefined, success can be measured in profit or loss.
Companies may have all of these types of in-house counsel, or only one. All in-house counsel, or potential in-house counsel, should know the roles they are expected to play, and determine if that is the right choice for them. For example, a more senior attorney may be a cop, and have less overall influence and involvement than a more junior attorney who is a counsel. Alternatively, the risks of being an entrepreneur may be too great for a veteran lawyer eyeing retirement. Hiring attorneys must be especially aware of the type of role they are hiring to fill and clearly outline expectations. But they should also be able to clearly, and realistically, articulate future opportunities.
Today’s in-house counsel have more influence than ever within their companies. But getting the right legal fit for each lawyer requires understanding the advantages and limitations of the different roles they play.