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The relationship between in-house lawyers and their outside counsel can be a matter of some mystery and consternation to law firm associates. For junior lawyers, often the only world they really know much about is that of their law firm. The client is a distant entity whose needs and expectations are filtered through partners and other senior lawyers. As a result, for many associates, the “clients” are really the supervising lawyers at the firm, not the people who actually pay the firm’s bills. Yet getting to know the needs and expectations of the firm’s clients is tremendously important for law firm lawyers. Simply put, it is not possible to give good service to a client without having a good understanding of the client’s circumstances. Many in-house lawyers were once lawyers at law firms, and they generally know the habits of outside counsel. The reverse, however, is not always true. In-house counsel must operate in an environment that differs from a law firm in many ways. For example, in-house counsel often do not have the luxury of time to analyze the intricacies of legal questions. Each day they may face a series of legal and business related questions. Their goal: to answer as many of these questions as quickly and effectively as possible. In-house lawyers are commanded by their “clients” (the business leaders and managers at their institutions) to provide practical solutions. A well-reasoned, thorough, but impractical solution, or one that ignores practical implications, may be as useless as no solution at all. In addition, in-house lawyers are driven by deadlines and schedules that may be quite foreign to their outside counsel. Periodic meetings of business executives, for example, may produce demands for reports and updates. At public companies, periodic disclosures may be key elements of the working pattern for in-house lawyers. In-house counsel may also be subject to nonlegal concerns and constraints that are not readily apparent to outside counsel. A law department may have specific budgetary limits, or the business as a whole may be subject to monetary constraints or cycles of operation that affect what work can be done, and when. Sensitivity to these kinds of issues is crucial in relations between outside counsel and their in-house counterparts. In fact, it may be nearly as important as an outside counsel’s substantive ability and experience. WHAT CLIENTS WANT When it comes to routine matters with relatively obvious legal issues and relatively clear practical solutions, in-house lawyers will often just handle the work themselves. There are, of course, some situations where in-house counsel must “outsource” legal work to a law firm, simply because the sheer volume of work is too much for them. In other cases, the work may be relatively routine, but the in-house department lacks the legal resources to perform it. But most often, in-house lawyers turn to outside counsel for help with weighty matters in areas where uncertainty is substantial and practical solutions far from obvious. In such circumstances, in-house lawyers want advice and assistance that can be used immediately to implement an effective solution. For outside counsel, the key is rapid, in-depth assessment of the problem and establishment of an effective team to provide the solution. But the speed of response tends to be directly affected by the outside counsel’s understanding of the client. If the outside counsel has no familiarity with the background of the client and the relevant actors within the organization, it may be difficult to give competent, prompt advice. Whether a senior partner or junior associate, some essential principles for the performance of outside counsel include: • Recognize the client’s priorities and schedule. You are being paid well to work hard, to get the job done on time, and with the best possible results. • Know your client’s business, industry, and key players. The more you know — in advance of a request for assistance — the less your client will have to explain, and the faster you can focus on the main problem. • Think “best result,” not “perfect result.” Most clients are realistic and do not expect perfection. They will want to know the realistic risks and possibilities in a situation, not merely your best arguments and hoped-for results. Moreover, they need your advice now, not when you have completed a treatise on every nuance and precedent affecting the problem. The “you can’t see it until it’s finished” approach does not work, especially in a crisis. Let your in-house contact know your progress, and your predictions, every step of the way. WINNING ISN’T EVERYTHING Although in law, as in sports, “just win, baby” often seems to be the motto, successful completion of a project isn’t the only thing that affects relations with an in-house lawyer. Again, these are considerations that are relevant to even the most junior members of a team: • Don’t exceed budgets without approval. Most in-house attorneys have at least a general sense of the costs associated with the matters for which they engage outside counsel. In some instances, outside counsel will provide detailed budgets to in-house lawyers. These budgets are generally reported to superiors within the client institution. Major variances from the budget will have adverse consequences for the in-house lawyer and will not be well-received. If a new item of work or new member of the outside counsel team must be added, the client should know in advance. Similarly, if a major expense will be incurred (for an expert or service vendor, for example), the client must be consulted in advance. • Don’t generate publicity without approval. Many clients abhor any publicity about legal matters, and virtually every client hates to see adverse publicity triggered by something their lawyers said. Any statements to the press about any matter affecting a client should generally be cleared in advance through in-house counsel. • Keep your promises. If you tell an in-house attorney you will do something, make sure you do it. Drafts of documents should be circulated as promised. Telephone calls to adversaries should be made as promised. Research should be performed as promised. The list goes on and on. If it becomes apparent that you cannot accomplish some work, say so as soon as the problem arises. • Don’t overpromise. Do not set yourself up for failure by overpromising results in a matter. Your job is to evaluate risks and possibilities, not to ignore them. Failing to tell your in-house contact about potential adverse results may hurt you greatly if such results are obtained. Even if all goes well, your in-house contact will appreciate your ability to outline low-, medium-, and high-risk scenarios, and consider appropriate responses for each. • Strive to be efficient. In meetings, phone calls, and memoranda to the client, be brief and to the point. Do not do work that the client could do, or has already done. Delegate appropriately to your own support staff and junior lawyers. • Don’t disappear. Most in-house counsel expect their outside lawyers to be highly responsive to their needs (and many actually demand that outside counsel be available on a nearly 24-hour-a-day basis). At a minimum, in-house lawyers expect their calls to be answered promptly, and their questions addressed as quickly as possible. If you expect to be unavailable for an extended period, especially when a client’s matter is active, you should make sure that the client knows how to reach you (or at least whoever will be in charge of the matter during your absence). PET PEEVES Despite your attempts to provide good service, be careful — some in-house lawyers have pet peeves. A seemingly minor misstep can overshadow your good work. Some attorneys, for example, are sticklers about their names — full name and proper spelling on all correspondence are critical. Others may be set off when they see particular kinds of work on a bill; they simply do not believe that a law firm should charge for certain kinds of work. Your goal, of course, is to provide excellent service at all times. Part of providing excellent service, however, is being aware of, and responsive to, your in-house contact’s individual needs, and even pet peeves. If you are the junior member of a team, you should ask the more senior members of the team about your in-house contact’s likes and dislikes. You should also show copies of all correspondence with your in-house contacts to senior members of the team to make sure your style is acceptable. As you come to have greater experience with a particular in-house lawyer, it will be part of your job to inform the other members of your team of any unique demands or developments affecting relations with that person. In the end, the more everyone knows about the needs and expectations of the client, the greater the likelihood of success for the team (and the firm) as a whole. Steven C. Bennett, a partner in the New York office of Jones Day, is the author of The Path to Partnership: A Guide for Junior Associates (Praeger, 2004).

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