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The sun comes up slowly over the rice fields around Eagle Lake; and when it does, the geese take flight, and the entire sky looks like it is filled with soft, fluffy snow. Sitting on the damp ground with my back against an irrigation ditch, it always takes me awhile to hear the sounds of the morning and to ascertain where those sounds are coming from. Sometimes, I sit in the field for more than a half hour before I can tell where the geese are. Every time I go bird hunting, I have to learn to listen again. We are bombarded by noise, and most of it is meaningless. At home, the telephone rings, the alarm clock screams and the oven timer dings to tell us dinner is ready. Children cry, the television blares and, if you have an adolescent daughter, Britney Spears competes with your favorite Crosby, Stills, Nash & Young song. So it is not surprising that we have forgotten how to listen. Indeed, the only way we survive the cacophony of our daily lives is to tune it all out. Law students sometimes ask me what I think the most important quality is for a lawyer. There are many. For an advocate, the ability to speak well in front of an audience is essential. Mastering the written word is fundamental. But the most important quality in a lawyer is the ability to listen, and this is particularly true for in-house counsel. Legal advice is nothing more than judgment. Judgment means applying wisdom borne of experience to the facts of a particular situation. Lawyers bring their experience to engagements, but the most important aspect of what a lawyer needs to do to give prudent legal advice is to listen carefully to the client. When I sit down with a client for the first time to discuss a new engagement, I do not take notes. Instead, I listen attentively and let the client do all the talking for a few hours before I ever say much of anything more than “can you tell me more about that?” Good lawyers know that the quality of their legal advice is determined by their knowledge of all the facts of a situation. Perhaps that is why every legal opinion I ever have seen has a disclaimer that reads something like this: “Our opinions are based on the facts which have been communicated to us by the client. We have undertaken no independent investigation. We may not know all of the facts. The discovery of additional facts may well lead to different conclusions and recommendations.” TWO COMPONENTS For in-house counsel, learning to listen has two components. First, in-house counsel must learn to listen to the business people they advise. This is challenging because business people enjoy sitting down and talking to lawyers in a focused way about as much as I like to change diapers. But for in-house counsel to do an effective job, a company must have a culture that charges its business people with respect for the law department and the duty to cooperate with in-house lawyers. This culture must come from the top of the business. If the chief executive officer believes that lawyers are an impediment to business or otherwise says things to marginalize the importance of the law department, then other senior executives will do the same. In-house lawyers can help create a culture of candor and respect by listening to business people and trying to accommodate their needs. When a business executive has a legal problem, listen carefully to what he or she says about it. Words are important, and the choice of words can tell you about the speaker’s motivation and anxiety. If you listen carefully, you soon will understand how to best appeal to the executive and how to encourage his or her complete cooperation. Second, in-house lawyers must learn to listen to outside counsel. By this I do not mean that you always should agree with outside counsel. To the contrary, in-house lawyers should query an outside counsel about every aspect of the outside counsel’s legal advice. Some in-house lawyers are particularly good about this. One former general counsel of one of the nation’s largest personal computer companies used to ask every legal professional in a meeting, paralegals and secretaries included, what they thought before coming to his own conclusions. As a result, he got some of the best and most complete legal advice, and his law department loved him. Contrast that with the culture of the law department of a major accounting firm with a former general counsel who was notorious for attacking anyone who told him something he did not want to hear. Do you think he got complete legal advice? So how do you learn to listen? It takes constant practice, just like when you’re trying to master playing a musical instrument. The first thing you have to do to improve your ability to listen is stop talking. Try letting other people talk in social situations, and resist the temptation to offer your own two cents. Just sit back and listen. Every so often, get out of the city, go find yourself a quiet place outdoors, and sit down for about an hour and listen to the sounds around you. At first, you will not hear anything, but after a few minutes pass, you will begin to hear the sound of the breeze and then the noises made by tiny insects. Let your children talk to you. That’s right, let them talk to you. Too often, we parents do all the talking. Once a week, I try to sit down with my kids and let them talk to me and I try to do nothing more than listen. Ask your legal secretary what he or she thinks about a pleading or a letter. Most have been at their craft longer than many of the lawyers they serve. Some of the best suggestions I’ve ever received about legal issues have come from my secretaries over the years. When you ask a question, be prepared to listen to the answer. Too many lawyers ask questions, not to hear the answers but to demonstrate that they are a little smarter than others. My father gave me some of the best advice I ever have heard. When I was growing up and I would keep talking past the point where his patience expired, he would look at me and say: “Son, no one ever learned much of anything while he was talking.” Steven M. Zager is a partner in Akin Gump Strauss Hauer & Feld in Austin.

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