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In-house attorneys often look for assistance from outside counsel that transcends mere legal advice. This column explores some components of successful relationships between in-house and outside counsel and provides some insight into establishing an effective partnership in this relationship. Secretary: “Pat (general counsel at ABC Corp.) is holding on Line 1.” Jan, senior partner in large firm: “Thanks. Hi, Pat. What’s up?” Pat: “Jan, we’re getting crushed over here. The CEO is pressing us to have the merger done by the end of the quarter. I don’t know how we can get there. Our data room is full of investment bankers, and one of the New York lawyers keeps cornering me with requests for additional documents. Last night, one of your associates sent me a bunch of draft schedules that I am supposed to review and supplement by Friday.” Jan: “I thought Chris (assistant general counsel at ABC Corp.) was baby-sitting the merger.” Pat: “Chris is managing the banks and the financing, which is a full-time ordeal.” Jan: “Wow, you are swamped. I guess this new intellectual property claim doesn’t help the situation much.” Pat: “What claim?” Jan: “Didn’t you get my e-mail about the demand letter to the board that I was cc’ed on yesterday? I thought that’s why you were calling me.” Silence. In the general counsel’s role as primary crisis manager, Pat likely will evaluate Jan’s assistance based on factors beyond the pure accuracy or inaccuracy of Jan’s firm’s legal advice. In working through this situation with Pat, Jan should recognize that Pat is facing a potential crisis that has the attention of Pat’s superiors, including the chief executive officer. Pat needs practical assistance that leads directly to a solution. In working through this situation with Pat, Jan should keep the following principles in mind: • Be responsive. It sounds simple enough, but this cannot be over-emphasized. When a client faces a crisis, outside counsel should jump to attention. Even if Jan is busy with other matters or believes Pat’s priorities are out of order, Jan should move quickly to address Pat’s concerns and provide assistance. Good communication is paramount. Anything less than an immediate, full response by Jan could be interpreted by Pat as indicating that “you’re on your own,” which likely would result in a loss of trust. In the American Corporate Counsel Association’s 2001 survey of chief legal officers’ “issues of importance,” in-house counsel cited lack of responsiveness as the No. 1 reason for firing or considering firing outside counsel. • Help put out the fires. One important way that Jan can assist Pat is to help put out the most immediate fires. Pat is understaffed and has too many immediate tasks. Jan’s firm could provide immediate assistance to Pat in ways that relieve some of this pressure. By being proactive in this situation and helping to clear out some of the underbrush, Jan may add tremendous value in Pat’s eyes and may help Pat obtain a better outcome on each task at hand. • Don’t be Alexander Haig. In any crisis, there is a temptation to step in, assert control and manage the situation as you see fit. Although Jan, as outside counsel, may see a clear solution to Pat’s problems, Jan should not assume that Pat wants Jan or Jan’s firm to seize control over the legal quagmire that Pat faces. Such actions could trigger political consequences within ABC’s corporate bureaucracy that could have adverse effects for Pat. As outside counsel, Jan should work to support Pat in Pat’s role of being in control of solving ABC’s legal problems. • Lend a hand. The outside counsel usually has better access to legal personnel than in-house counsel. Large firms routinely assist clients by outsourcing lawyers for a period of time to address the client’s particular projects or needs. Such situations often arise in connection with large projects and in cases in which a client’s staffing may be hampered by an extended absence or a recent job vacancy. In this case, Jan could add tremendous value to Pat by providing the services of an associate lawyer in Jan’s firm to assist Pat in whatever way Pat may determine. • See the crisis to the door. Finally, outside counsel should be cognizant of the needs of in-house counsel through the full life of any crisis. Immediate assistance is certainly helpful, but may be forgotten quickly if outside counsel disappears before a resolution of the situation in the eyes of in-house counsel. Although Jan may think that Pat’s issues have been resolved, Jan should not consider Pat’s crisis to be over until Pat confirms this conclusion. For example, Pat may need assistance in post-closing cleanup, in summarizing transaction terms for ABC’s corporate officers or in putting in place policies to minimize the risk of future claims. These principles may seem obvious on the surface, but together may serve to define the relationship between an in-house attorney and outside counsel. Dedication by outside counsel to a client’s needs generally should result in a satisfied client. However, only when an in-house lawyer perceives outside counsel as its trusted partner will the relationship be on solid ground. Taylor H. Wilson is a partner in the corporate/securities section at Haynes and Boone in Dallas.

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