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Tasks that lawyers can do, but shouldn’t, are the cellulite of law departments. This burdensome, quasilegal work includes drafting routine correspondence for executives and responding to routine claims that should be dealt with by a business unit. These sorts of assignments are larded throughout the workload of many law departments. I wouldn’t be surprised if quasilawyering gobbles up 5 � 10 percent of lawyers’ time in most law departments. To be lean and efficient, general counsel need to identify this fat, support lawyers’ efforts to refuse tangential assignments, and focus their attention on productive legal work. To be sure, quasilegal tasks can be difficult to identify, and there are no clear-cut definitions. Instead, lawyers must work to separate higher-value legal work from the tasks that they’re capable of doing but are of lower value. And it isn’t just lawyers who are saddled with � and slowed by � quasilegal work. Paralegals are too. No one in the legal department should be doing quasilegal work. A legal department with a clear understanding of how it best contributes to the company’s success � combined with internal clients who have the same understanding � will keep quasilawyering to a minimum. Where does quasilegal work come from? For the most part, company managers and executives trigger it. It most commonly arises in decentralized departments, where legal professionals report to a business executive. When lawyers are beholden to a nonlawyer boss, they often find themselves handling tasks that don’t make good use of their legal skills. The problem also turns up when companies have significant layoffs. When a business unit no longer has enough people to handle the workload, managers get tempted to use lawyers for nonlegal tasks, such as administering contracts. Finally, some quasilawyering survives as an anachronism. Many years ago, for instance, lawyers handled workers’ compensation filings because the law in this area was less settled. The task can now be handled perfectly well at the administrative level. The first step toward curtailing quasi-legal tasks is identifying them. The most valuable work in-house lawyers do is giving legal guidance to business executives; interpreting regulations, statutes, and decisions; reviewing documents and activities for possible legal risks; and managing outside counsel. Work that doesn’t advance any of these goals falls into the “suspect” category. The most obvious types of quasilegal work are the tasks anyone could do. Tracking the number of ads that need to be reviewed for regulatory compliance, for instance, can be done by a nonlawyer. That does not, however, mean that a paralegal should handle this work. It should be done outside the law department entirely. Similarly, preparing run-of-the-mill sublease extensions ought to fall to the real estate group, not to a lawyer. It’s nearly impossible to catalog all the tasks that might be suspect. The gray area teems with work that lawyers might be good at, but that doesn’t make the best use of their legal training and experience. Lower-value work sometimes includes writing that is neither legal analysis nor pleadings; organizing facts that have more to do with business or administration than law; problem-solving that should be addressed by another department; and coordinating interdepartmental teams that have little legal work on their agendas. Often what the lawyer is asked � or offers � to do has a legal veneer, but the core of the work belongs elsewhere. If a task seems suspect, ask these questions: Would the company hire an outside firm to do the work? If the client wouldn’t think of paying outside counsel rates to accomplish the task, then the inside lawyer probably should not do it either. Could a person who did not graduate from law school handle the task just as well? Are the legal risks associated with the work infrequent or small? If so, and if lawyers are spending significant time sniffing out these risks, then it’s a waste of their time. Reviewing plain-vanilla confidentiality agreements falls into this category. How do other companies’ law departments handle this work? For example, if other law departments in your industry do not require that a lawyer review every contract, it’s a waste for your company’s lawyers to do so. How does a department rout these time-wasters? Simply understanding and articulating the concept can help lawyers spot and sidestep less-essential work masquerading as “the law department’s responsibility.” A more in-depth approach involves asking the legal staff to track how they spend their time for four weeks. They should note all tasks that took more than an hour, listing them under five to seven categories, such as reviewing contracts, preparing correspondence, and attending staff meetings. Then they should indicate whether each task was a good, acceptable, or poor use of their legal talent. At the end of four weeks, call a meeting and discuss the assignments described as a “poor use” of time. Once lawyers are aware which tasks are inappropriate, they need to talk with their clients about alternatives. Revisiting this exercise every six months will help keep off the quasilegal flab. Besides tracking time, another option is to bill in-house clients. Billing sends a clients a powerful signal not to distract their lawyers from higher-value tasks. But it’s heavy-handed and should only be used in egregious cases. Think about whether it might cause senior management to push back or even fire lawyers. While survivors would be compelled to pass on low-value work, the result would hardly justify the means. In taking any action, support from the chief legal executive is essential. In my consulting experience, consciousness-raising and exhortation can help tame the problem. But to get further, for lawyers to push back confidently when they’re asked to do quasilegal work, the GC must be willing to support his troops in the face of client discontent. Ironically, lawyers are sometimes more resistant to cutting quasilegal tasks than clients. In-house counsel argue that ingratiating themselves with the client pleases executives and builds trust. Many companies, for instance, use their lawyers as notaries public. It’s a convenience for the client, but ultimately it amounts to corporate waste. General counsel must be willing to explain this to the client. Lawyers also argue that doing nonlegal work allows them to be on the lookout for hidden legal issues. They feel it’s worth the extra effort to spot the wheat of a legal risk mixed in with the chaff of low-value quasilegal activity. But for the most part these tasks divert lawyers from putting their skills to the best use. There’s one other reason lawyers sometimes like quasilegal tasks. Although few would admit it publicly, these duties can be a break from more difficult work. There’s nothing like a few minutes of proofreading and initialing standard form leases to let the stressed mind recover. But working on lower-value tasks is an inefficient way to unwind. Most quasilegal work builds up because of misunderstanding between clients and law departments about the best use of lawyer talent. To get rid of this unsightly buildup, lawyers will need vigilance, a dose of self-discipline, supportive clients, and the knowledge that quasi-legal work hobbles a law department. Rees W. Morrison is cohead of law department consulting for Hildebrandt International.

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