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At the end of 2003, Ambion Inc. crowned me its new general counsel. I was excited to receive the coveted title, but I realized that, as general counsel, there were probably things I should know that went beyond the scope of my then-current expertise: I could no longer hide behind my patent attorney mask and claim ignorance of all things unrelated to intellectual property. As such, I began a quest for the most important things a new general counsel should know — that no one bothers to tell them before their first GC gig. After three months, I have come up with the following:

* Understand the Sarbanes-Oxley Corporate Fraud and Accountability Act of 2002. It’s not a breed of exotic bovine nor is it a contagious skin rash. Attorneys may have managed to hear something about corporate scandals in the past few years — Enron Corp., WorldCom, Tyco International, Adelphia Communications Corp., Dynegy Inc., Healthsouth Corp. and, of course, Martha Stewart — and Sarbanes is Congress’ response.

* Are you being served? Understand what to do when someone serves the company with a subpoena, complaint, etc. Amazingly, some of those litigation documents actually require responses, and putting them in the circular file isn’t a good strategy. Act on those issues immediately, and inform the executive team about what is happening.

* Become a people person. Understand the important labor and employment law issues facing the company. Also understand that, while getting rid of all the employees is a way to eliminate employment law issues, it may not be the best way to do business.

* Become a better business barrister. Help all the executives and managers in the company become better businesspeople. It is likely that, as general counsel, an attorney may be able to assist in the negotiation of the business terms — in an intellectual property deal, for example, general counsel can help ensure the royalties and the valuations of what the technology is worth are most advantageous to the company. Also, GCs will aid themselves greatly if they offer educational seminars on the drafting of term sheets and other “gotcha” issues for the business folks. Finally, encourage the company’s businesspeople to involve the GC’s office early in the negotiation process as they’re hammering out any proposed deals or contracts. It’s a lot easier for in-house lawyers to deal with problematic business issues if they’ve seen them before the day everyone expects the principals to sign the proposed agreement.

* Become a jack of all trades. Learn how to draft a will, bail someone out of jail, read an oil and gas lease, and review a boat timeshare agreement, because as soon as the word “general” lands in front of an attorney’s name in a title, people assume the lawyer knows how to do everything and they won’t hesitate to ask for legal advice for their Great Aunt Tilly. My canned response to these kinds of questions is that I don’t know how to do anything practical, and it’s too bad that he or she wasted his or her one phone call.

* Say “no” to “no.” Unless a new general counsel is asked to do any of the activities described above, he should try not to say “no.” The job of a GC is not to say no — except in certain cases, such as a “team building events” consisting of walking across hot coals or snake juggling. The GC’s job, normally, is to articulate legal risk/reward and let the businesspeople do their jobs.

* Cultivate relationships with outside counsel. While a GC and her legal department are in-house lawyers, the converse isn’t true: Firm lawyers are not outhouse counsel. Despite any tensions that may arise over legal costs and billing, it never hurts to get to know the company’s outside lawyers as people. Outside attorneys can help provide legal services and help GCs network with other in-house counsel.

* Be the clearinghouse but not the rubber stamp. Make certain that all legal issues run through the GC’s office. Ultimately, the company will hold the GC accountable for anything that goes wrong on the legal front. The team needs to understand that, unless the GC or her staff sees it, it doesn’t have approval. Conversely, be clear that something given at the last minute for a mere “sign-off” is not acceptable. In that instance, the client doesn’t want the GC to slow down the process by actually reviewing the document, but does want to be able to blame him if something goes wrong. Hmmm . . .

* Be nice. People hate lawyers. They fear us. Try to diffuse their anxiety by being personable and friendly. This does not apply during litigation or aforementioned team-building events where hot coals or snakes are present.

* Don’t be too nice. See above.

* Do your best. Provide great customer service, and remember that despite the fact that GCs are overhead, not a profit center, a necessary evil and extra head count, the companies need them, and — deep, deep, deep down — love them.

Ana C. Ward is the general counsel of Ambion Inc. in Austin. She holds a bachelor of arts degree, a master’s degree and a J.D. from the University of Texas at Austin. Before joining Ambion, she was senior intellectual property counsel at Yum!Brands and an associate with Sidley & Austin in Dallas. Ambion is a market leader in the development and supply of innovative RNA-based life science research and molecular biology products.

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