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After committing to write this column, I thought about all the advice columns I’ve read. I wanted to come up with something that truly reflected what I deemed to be a “strategy and solution” but hadn’t been said over and over again. The same day an issue came up regarding the termination of a mid-level manager. Questions were raised regarding management’s documentation of poor performance and lack of sales. Did we have any unusual exposure here? What type of severance package should we offer to obtain a release? After lengthy discussions, I did what I typically do these days after a course of action has been determined (particularly in termination matters). I called outside counsel to discuss the termination. Why make that call? After all, this is an area in which I have extensive experience, and I am responsible for the day-to-day administration of the human resources department. In the quest to develop your ability to provide credible, efficient and legally accurate advice to management, it’s the learned ability to “know what you don’t know” that matters, and making the call to outside counsel makes that difference. Discussion with outside counsel raised valid points and potential pitfalls that might crop up (several of which I had not fully considered during my discussions with management). General counsel must develop the ability to leverage themselves with the expertise and cutting-edge knowledge of outside counsel that allow them to focus on making the best (and legally correct) decisions and provide the right advice to company management. The speed at which technologically driven business exists constantly puts us in the position of making split-second decisions every day. Management’s breathing down your back for an answer now. You can’t avoid it or stop it from happening. I’m constantly reminded of a comment made to me the first year I went in-house: “You are no longer on the bench; you’re a member of the team, so get in there and make something happen.” What do you typically do? Do you make the call to outside counsel? Do you have the up-to-date knowledge and expertise as to the status of the law with regard to the particular circumstances? Or do you simply go with what you know and wing it? Ask yourself why you hesitate to make the call. Is it to save that almighty dollar? Is it time constraints? Or is it that you feel the pressure internally to make the decision and that you are somehow made to feel inadequate or embarrassed if you express the “need” to consult with outside counsel. For most of us who face this dilemma, it’s clearly the latter that keeps us from making the call. Obviously it’s not possible, practical or necessary to contact outside counsel each time a decision is required or you are asked to give advice. You will, over time, continue to build confidence and credibility in giving management advice that not only is legally sound, but also practical, efficient and intended to move the business agenda forward. Even the most seasoned, well-rounded veteran generalist recognizes that the constant evolving status of the law prohibits us “in-housers” from keeping up with all the changing rules and legal decisions that govern our legal universe. Utilizing outside counsel for their “expertise” is an art that is learned over time. IDENTIFY ISSUES Keep in mind that I’m talking about the most basic form of communication — not an e-mail, memorandum or letter of explanation. The key is a simple phone call with pure and efficient dialog without a chance for misinterpretation. You will find this practice to be highly efficient and cost effective. No matter what the hourly billing rate for an associate or senior partner, I never have paid a bill for time incurred in this capacity that wasn’t worth every dollar versus what would have been spent on outside lawyers if the wrong advice was given. Keep in mind that the ability to foresee issues and oftentimes simply the courage (or wisdom) to consult with outside counsel before offering certain advice ultimately will become your most valuable asset. Another strategy that will further develop your ability to identify “what you don’t know” is to read various periodicals, newsletters and articles that cover a broad range of legal topics, particularly areas that you are not familiar or comfortable with. This will help you identify issues as they may come up in the ordinary course of business that may need to be further explored or considered and is another step toward building your intrinsic value as an “insider.” The ability to proactively recognize side issues or issues not previously considered by the business people is where you can substantially distinguish your legal services/insight from the outside lawyers. After 16 years of practice (nearly 10 years in-house), I find myself consulting with outside counsel informally more than ever in what I call “confirmation capacity” — where I run my thoughts and ideas by counsel and then receive the benefit of their insight and experience (invaluable) as well as their view from the “outside looking in.” Never underestimate this value. After all, now that you’re on the inside, you make the call. Mark L. Weintrub is vice president-administration and general counsel for Addison, Texas-based Isotag Technology Inc. His e-mail address is [email protected].

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