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These days, in-house lawyers are increasingly being viewed by their corporate executives as insurance against ending up on the nightly news in handcuffs, or appearing before Congress invoking their Fifth Amendment rights. While critically important, the increased attention being paid to ensuring that corporate executives act within the law is clouding another critically important objective for the in-house lawyer: helping your client to improve the bottom line. Unfortunately, when it comes to improving the bottom line, many executives view their in-house lawyers as naysayers or “nattering nabobs of negativism,” to quote the late Vice President Spiro Agnew, someone who had firsthand experience with the legal system. My company does business with customers in more than 200 countries and generated revenue last year of about $1 billion. Having worked in both business and legal positions in my 12 years at Intelsat, I have come to realize that the in-house lawyer can become a catalyst for corporate growth and profitability by leveraging four core competencies: (1) knowledge of the law, (2) analytical skills, (3) timeliness, and (4) clear communications. KNOWLEDGE OF THE LAW To a business person dealing with demanding customers who need immediate answers, it is particularly frustrating when the in-house attorney is unable to instantly answer a legal question. Some of our clients expect us to be all-knowing about all areas of the law, which is akin to expecting your internist to perform brain surgery. Obviously, some questions cannot be immediately answered, and you will need to broaden your knowledge base before answering. For example, your CEO may ask you whether the company can avoid giving proprietary source code to a licensee for fear of unauthorized use. If you are not regularly tracking the law in your state on source code escrow agreements, you will not be able to answer the question definitively. As a result, you will need to research recent case law. While no one would reasonably suggest that the process of acquiring knowledge of the law ends with law school, some lawyers invest surprisingly little effort in maintaining and broadening their knowledge of the law after graduation. There are several ways to deepen your knowledge base after law school. • Many companies support continuing legal education, whether in the form of ad hoc conferences or degree programs such as in taxation. An in-house lawyer should aggressively pursue opportunities to keep learning about business law even when CLE is not required by the local bar. • Numerous periodicals, journals, and law firm newsletters cover recent developments in the law and offer practice tips. While often a “hit or miss” experience, keeping up with current materials is a relatively inexpensive means to maintain and expand your knowledge of the law. • Valuable knowledge can be acquired by consulting someone with expertise in a particular area of the law, whether it’s a more experienced colleague or your outside counsel. ANALYTICAL SKILLS From the first days of law school, students are taught to examine a problem, identify the legal issues and relevant legal rules, and then apply the rules to reach a conclusion of law. Experience sharpens these problem-solving skills, but even the most finely honed analytical ability falls short unless those skills are used creatively. When presented with a business problem, a good in-house attorney will search for creative ways to solve the problem, ever mindful of the absolute need to act within the law. Here’s an illustration: At Intelsat, we procure communications satellites on a competitive and global basis. Using the fact that Intelsat will repeatedly enter the market, our in-house lawyer can enhance an individual contract negotiation to the long-term benefit of Intelsat by proposing several negotiating tactics to the client. For example, a logjam over a particular issue involving liability limits can be resolved by reference to: • Logic — “Your company’s legal exposure is limited.” • Linkage — “I cannot agree to your proposal so long as you will not agree to my proposal on indemnification.” • Precedent — “Your company agreed to our proposal in a contract from three years ago.” • Bargaining power — “We intend to procure in the future, but will not procure from your company if you do not accede to our proposal.” In sum, a good in-house lawyer works to: • Identify and analyze several potential ways of responding to the client’s needs; • Assess and communicate the relative strengths and weaknesses of the proposed solutions; and • Provide alternative solutions to the client’s problems whenever possible and then recommend a single course of action. As long as you are offering a clear risk assessment of each option, the client will always appreciate receiving several potential solutions to the problem. Whether the case involves limiting liability in a purchase agreement or finding alternative paths to satisfying a regulatory requirement, an effective in-house lawyer will present the client with several potential solutions, along with a clear assessment of the merits of each one. TIMELINESS All the knowledge and analytical ability in the world will be for naught if you cannot communicate with your client in a timely manner. Having worked in a company as both a lawyer and executive, I can empathize with the frustrations voiced by clients who complain that their lawyer is too slow. Business is often conducted “on the fly,” which is generally contrary to the careful analytical processes employed by lawyers. When you cannot answer your client’s question right away, advise the client how long it will take to respond. Then it becomes critical to meet your self-imposed deadline. A lawyer who regularly misses deadlines will cease being consulted by their client. CLEAR COMMUNICATIONS When we became lawyers, many of us signed on to a life of long hours, mind-numbing detail work, and a lot of lawyer jokes. Unfortunately, too many lawyers perpetuate the negative stereotype by giving advice that is unnecessarily complex and incomprehensible. Simplification of complex topics is an objective that should be at the forefront of an in-house lawyer’s mind. Avoid the use of long, conjunctive-laden sentences. Convey conclusions and advice in a clear manner. Do not bury the conclusion in the body of your memorandum, e-mail, or statement. Unlike lawyers in law firms whose communications are usually aimed at other lawyers, an in-house lawyer must regularly communicate with clients who are nonlawyers. Using “legalese” neither impresses nor satisfies these clients: They need legal advice they can understand. Whether a company’s stock price is falling or exceeding forecasts, the in-house lawyer has an important role to play in the growth and sustainability of the corporation. The keys to creating this kind of value include continuing education, the offering of alternative solutions to a client’s legal issues whenever possible, timely advice, and the communication of complex issues clearly. In-house lawyers who practice these techniques will go a long way toward negating the image of the detached in-house counsel, and will be well-equipped to promote their company’s growth and profitability. David Meltzer is general counsel and senior vice president for regulatory affairs at Intelsat, the world’s largest communications satellite operator. He also serves on the board of WMACCA.

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