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Richard Gray is not fond of surprises. Not the kind that arrive when Gray, the Claria Corp. general counsel, is on a conference call with the company’s entire board of directors and his outside counsel brings up a new legal requirement or a potential problem for the first time. Caught off guard, Gray said he once had to scramble to field the initial questions and save what could have turned into a precarious situation by telling his bosses he would look into the matter and present it at a later time. “That’s not a warm and fuzzy feeling,” he said. “It worked out fine, but I should never be put in that position.” Surprises are just one thing outside counsel are well-advised to keep out of their repertoire if they want to earn a GC’s love. According to a study published this year by BTI Consulting Group Inc., a Massachusetts-based legal consulting firm, only about 30 percent of GCs nationwide were satisfied with their primary law firms in 2005, down from 43.5 percent the previous year. The picture was a little rosier in Northern California, but satisfaction still dropped from 60.2 percent in 2004 to 56.8 percent last year. BTI attributes the decline to three main factors: law firms’ failure to keep up with a GC’s changing needs, an inability to articulate the value of services delivered and poor communication. The survey included more than 1,000 interviews from corporate counsel at large and Fortune 1000 companies. Fed up GCs, squeezed by budget constraints and pressure from boards of directors, are reacting to shoddy work by outside counsel by demoting and replacing their primary law firms and spreading the wealth among a larger network of secondary firms. Nothing is more dangerous than a client who’s left to assume a lawyer is playing golf or, worse, napping on their dime. So it’s always a good idea to regularly gauge client satisfaction and keep aware of the following pet peeves that have peppered GCs’ legal careers for decades: 1) Advise, don’t surprise Take a hint: ill-timed surprises are a major source of frustration for GCs. “I don’t want to be surprised by a bill or by how long something is taking,” TiVo Inc. Senior VP and GC Matthew Zinn said. “When people don’t meet expectations, they tend to not get additional work, unless there’s a good explanation.” Golden West Financial Corp. GC Michael Roster said it’s important to press the point about good communication “because we keep getting surprised.” Every GC is different in how they need to be advised, he said. “The firms just aren’t very good at asking ‘how do you want to hear from us?’” and then following up with it, Roster said. “By the way, that avoids surprises.” 2) Pick up the phone Whether the message is good or bad, a speedy response gets extra kudos with GCs. Zinn said he doesn’t expect his outside counsel to be on-call 24/7, and he tries to avoid asking his counsel to work weekends. But when he does, he expects an emergency response. “In today’s world, that means that if I have an urgent matter and need to talk to a certain attorney, I want to get ahold of him within an hour or two, unless they’re on an airplane,” he said. “I value very highly somebody who’s going to get back to me really quickly and understand that I don’t cry wolf.” 3) That goes double for trials A trial is like a marriage going through a “very stressful time,” Nossaman Guthner Knox & Elliott litigator Patrick Richard said. “It can bring out the best or worst in people.” If day-to-day communication seems to be a source of contention, just think how a GC feels during a trial when millions, even billions, of dollars are on the line. “The seeds of dissent can be sown when the outside counsel avoids that phone call from the GC because it’s an unpleasant topic” (or because it is Friday), Richard said. “If you did that to your spouse or girlfriend, they’d resent it.” 4) Voicemail isn’t enough Fenwick & West’s Mark Stevens, who spent six months in house with Electronic Arts Inc., said that being “responsive” can carry a different definition in house and on the outside. For outside attorneys who never experienced the pace of the corporate world, the magic of e-mails can remain elusive. “E-mails get returned in [the corporate] environment in 20 minutes,” Stevens said. “In-house cultures are e-mail cultures. Many outside lawyers are in the old world � in the phone culture.” It’s a mistake, he said, to think that leaving a voice mail as a response to a GC’s call and moving on is enough. “That absolutely frosts the in-house lawyers.” 5) Embrace risk What inside lawyers realize is that business is about risk. CEOs are used to making decisions based on incomplete information. But a more risk-averse outside counsel has a tendency to overfeed a GC with information. Sometimes GCs don’t want to wait for � or pay for � the “perfect answer.” “You could spend tens of thousands of dollars researching,” MarketTools Inc. VP and GC Phil Strauss said. “The outside counsel attitude is often that one person will pack the parachute and 10 people have to check it. That takes a lot of time and costs more money � and still the parachute might not open.” Outside counsel need to realize when they’re being asked for a 100 percent answer and when an 80 percent answer will do, Strauss said. “The best ones will ask: Do you really want a memo on that?” 6) Explain rate increases It never fails. Every year � even during recessions � law firms raise rates, despite the fact they are billing fewer hours. While many CEOs and corporate executives take pay cuts during economic dips, law firm partners want to maintain their pay, so they raise rates to fill the gap. Roster added: “That [forces] the GC to fire one or two more internal lawyers to meet the reduced budget requirements � or fire the law firm.” Added one Silicon Valley GC who requested anonymity: “It’s an absolute failure [by outside counsel] to understand that during down years they shouldn’t pile up the expenses.” 7) When big is ginormous Avoid sending an e-mail with a huge attachment and asking a GC to “review it.” “Focus me,” Gray said. “I would really like a user’s guide to a long document.” It’s helpful to point to the areas involving “important strategic decisions” where the GC’s feedback really is needed. 8) Keep me focused GCs put confidence in an outside counsel that questions why a company is litigating a particular matter. “My life would be a lot easier if the law firms asked: What are your priorities? How do you want to handle this? Where should the resources go?” Instead of prioritizing a client’s objectives, Roster said many firms are too focused on their own billable-hour requirements, which can lead to higher-than-expected tabs. 9) Don’t over-promise Candid disclosure counts. Gray said that, as is true in any business context, over-promising on a deadline and missing it gets him peeved. “I’d much rather have outside counsel tell me a date they’re confident about than curry favor with me [by making unrealistic promises].” 10) Make me look good GCs want to know an outside counsel is on their side, working to serve the same client, not angling to undermine the GC’s position in the company. “We all need to work together as a team and help increase each other’s credibility with the business people we represent,” Gray said. Strauss offers an even better suggestion. “If [outside counsel] call you ‘Master’ and take you out to lunch once a quarter, that always helps,” Strauss said with a laugh.

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