Left to right: Mary E. Doohan, Morton Salt; William A. Von Hoene, Jr., Exelon Corp.;David G. Susler, National Material, L.P.; Allyson Bouldon, Tegrant Corp.; andD. Cameron Findlay, Aon Corp.

Delving into theworldof corporate counsel

CLE providers readyfor cram sessions

Child prodigyin patent law

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any law firms spend a great dealof time trying to figure out whatin-house lawyers are thinking, andhow they can build stronger rela-

tionships with them.And, as many corporations and companies

reduce the number of outside firms theyworkwith, these concerns become even more im-portant.Five local corporate counsel participated in

Chicago Lawyer’s roundtable discussion, heldlate last month. These lawyers spent time

working in law firms, but made the switch toin-house during their careers. They sharedtheir ideas about building stronger relation-ships, and what outside firms could be doingto improve service.They also talked about what they like, and

the skills they must possess to be successful.What follows is a portion of the roundtablediscussion.The participants were:William A. Von Hoene, Jr., executive vice

president and general counsel at ExelonCorp.,

has been in-house for six years, and has spenttwo years in his current position;D. Cameron Findlay, executive vice presi-

dent and general counsel at Aon Corp., hasbeen in-house and in his current positionsince July 2003;David G. Susler, associate general counsel

at National Material, L.P., has been in-housefor nine years and has spent 14 months in hiscurrent position;Mary E. Doohan, vice president for legal

affairs and group counsel forMorton Salt, has

By Olivia Clarke

M

Discussion > feature

Bridging the gapbetween in-house and outside counsel

A roundtable discussion:

been in-house since 1991, and in her currentposition since 1997; andAllyson Bouldon, general counsel for

TegrantCorp., has been in-house for just under14 years, and in her current position for abouta year.

What are the general misconceptions thatlaw firms have about in-house lawyers?Susler: I think one misconception is they

think our work is sort of fluffy. That it’s anine-to-five fluff job with no real substance,and that we may just be traffic cops, so tospeak, which is far from the truth.Findlay: I think sometimes outside firms

think thatwe do in-housewhat they do in ex-ternal firms.And by that I mean that we are looking at

legal questions from an intellectual, detailedlevel when, in fact, what we’re faced withusually are business problems that have a legalcomponent. And so a lot of times I’ll getadvice from law firms that will probably becorrect from a sort of intellectual law reviewperspective, but it’s virtually irrelevant towhat I have to do on a day-to-day basis.Doohan: I also think outside firms think

that we function a little more like they do,which is, you get in in the morning, and per-haps you set aside two hours to cogitate howto meet a problem. It’s actually much morerapid-fire than that. Within one hour youmightbeworkingon12different things. Some-body walked in the door. Someone calledyou or you picked up the phone and you gotscheduled for a meeting. I think your time ismuch less your own in-house than it is as apartner in a law firm.Von Hoene: I think there are perceptions

among some lawyers that some of the thingsthat we require are notmeaningful. For exam-ple, the early case assessmentkindsof thingswedo are seen as an annoyance to outside firms.And, occasionally, because of that, they don’tdevote the resources to it that we ask. Whenin fact they are very, very important tools formanaging our business and have that elementto it that is not always fully appreciated.Bouldon: In general, it’s also helpful if out-

side counsel does the initial homework tofindout, for example, what our level of expertiseis in a given area, because sometimes youwill have outside counsel start a dissertation

perhaps not knowing that that is an area ofexpertise that you have; or perhaps to have anunderstanding thatwhat you’re looking for isa down and dirty— is this something that wecan succeed on and or not?

What advice do you have for law firms thatwant to create a better relationship?Bouldon: I’m very fortunate in thatwe have

wonderful outside counsel. Someof the things,though, that certain outside counsel can do todistinguish themselves, include delivering themessage in away that is very easy to digest. AsMary alreadymentioned,we have lot of thingsgoing on, and a lot of things competing forour time.I really appreciate itwhen I get amemo that

says, “Here is your answer, here is the timing,detail follows, but here are your action steps.”Von Hoene: I think one of the most im-

portant things an outside law firm can do is

understand our business. Invest the time inunderstanding it …Oftentimes there’s a misunderstanding or

ignorance of the nuances of the business orwhat goes into the business, how the businessprioritizes, how it addresses its problems,whatimplications a solution of one problem in oneway will have for other components of thebusiness. There is really no substitute for anintimate knowledge of our business in orderto be a good legal counsel.Susler: I agree 100 percent. Practicality is

really what I need more often than an aca-demic dissertation.Findlay: I think outside counsel need to al-

most put themselves inside the head of thegeneral counsel. If the question comes froman in-house counsel, think about why the in-house counsel is asking that and what theirtime frame may be, and so forth.Typically, if the in-house counsel is asking

D. Cameron Findlay, Aon Corp.

a question of a lawfirm, it’s because theywereasked that same question by someone inman-agement, and they need an answer yesterday,basically.

How have you seen your job change fromwhen you first started in-house?Bouldon: For me the changes have been

quite dramatic. I started off in-house as a staffattorney, and am now general counsel. Withevery level the focus on the business and un-derstanding the business has become moreandmore important. The actualwork in termsof actually doing contract review and in termsof actually managing litigation remains im-portant.But I’m called upon to direct, to lead, to

focus, and to tie in all the initiatives of the de-partment to better serve the business and itsgoals. And that has been a dramatic change.When you first come in as staff counsel,

oftentimes you are told, this is your area, hereis your client, brief him on the third floor. Youare given a stack of files, or I suppose nowa-days, e-mails, and you have at it. Forme, at thistime, that’s the least of what my boss is look-ing for. The CEO is looking for a businesspartner who can also keep him on the rightside of the ever-changing legal landscape.Doohan: I think there is a huge difference

in the relationshipwith outside counsel. Com-ing off of what Bill said earlier, we are reallymuchmore concerned about billing practices,and we track, because of computers, hourlyrates and what the increases have been.And it’s really astounding how the rates for

law firms continue to keep on going, going,going at rates that in-house did not see before.There is a lot more focus on keeping costsdown, and having outside firms justify theirincreases.Findlay: I guess I would say the other thing

I see is the role of in-house counsel has changedfrommanaging a litigationportfolio, reviewingcontracts, and so forth, to being almost a quasi-independent gatekeeper for the company.The SEC and other government authorities

now look to general counsels and CFOs toessentially go outside their comfort zone, ina lawyer’s case, and raise questions about anaccounting issue. Thatwouldn’t typically havebeen something lawyers would have spentmuch time on [in the past].

And if a lawyer misses an accounting issuelike that, sometimes there is an almost strictliability that you knew or should have knownthat something was wrong. I think being ageneral counsel is a much more risky, scaryenterprise than it was 10 years ago.Von Hoene: The interesting tensions that

develop as a result of the additional obliga-tions that are now on us is that the people wework for, our clients, verymuchwant us to bepart of the business.And as our businesses get more complex,

there is a greater and greater need for us to bebusiness peoplewith a legal background ratherthan being the gatekeeper. You really have toperform a couple jobs in order to be effectivefor your client, and also discharge those re-sponsibilities,which I agreehavebecomemuchheavierones in the last coupleyears inSarbanes-land and otherwise.Bouldon: It can be quite an act to juggle.

For example, inmy case, I’m included in busi-

ness forecasting meetings and I’m includedin the meetings we have with our board ofdirectors. And after themeetings, the businessfolks are done. They presented their budgetsand did all they need to do. It’s very nearly theend of the day.For the lawyers, what happens is, those

meetings conclude, you go back, and nowtake on your legal role.Susler: I agree with everything everybody

has said. Similarly towhat Allyson said, whenIwent in-house, Iwas a solo in-house attorneyat a small company—starting the departmentfrom scratch and battling to make a culturechange.Now I’m in a two-lawyer department and

in amuch larger,muchmore diverse company.And I’m expected to know the business, and Ilove learning the business. That is one of themost fun parts about it. The legal aspects of adeal — I’m expected to learn it and learn itvery quickly. It is a challenge.

David G. Susler, National Material, L.P.

How do you balance your legalresponsibilities with your responsibilitiesto your companies?Susler: Sometimes you have to do it explic-

itly and say, “Look, that’s a business issue andthis is a legal issue. I am advising you as a law-yer. You have to make the business decision,but here is the risk and the implications of onedecision over another.”A simple example is, I review a contract.

There are often not any legal issues with thecontract, but the business implications couldbe huge. This contract says you have to dobusiness this way. I will ask a businessperson,“Is this really what you agreed to and can youdo that? Because if you don’t, we are in ma-terial breach of contract and we will getsued.” You are giving business advice in a legalcontext.Bouldon: I agree. You have to be careful be-

cause, as you get to know your clients betterand get to understand the business better, Ithink sometimes you know which way theywant to go in certain areas, in certainmatters,and in certain issues.I findmyself still stopping and saying, “Okay,

this is what I think you’re going to want todo. But here are three options or four optionsor a couple options. Here is what they looklike. I think based on our past discussions youare going towant to end up at point A, but letme just get the options out there for you.”Sometimes the business folks have a high

interest in hearing the options; sometimesthey have less of an interest. They may havealreadymade a decision. But that’s the lawyerin me wanting to make sure someone put onthe table all of the legal options and issues,even though you can prettymuch tell that theoptions may or may not be attractive.Von Hoene: I think it’s also important to

recognize that, within the broad parameter ofchoices, there are many choices that can havea business rationale, all of which are perfectlylegal.Make sure as you deliver messages about

what is around the fringe that you are rein-forcing and giving a sense of confidence to theclients, that you are not simply so conserva-tive that you are unwilling to be the business-person in the room.Obviously, integrity has to be the guide-

post, and legality has to be the guidepost, but

your clients have to think you’re on the teamor they won’t respect you. And that meansthere is an array of places you have to bewill-ing to go. Disclose what the risks are, but be aplayer consistentwith your other obligations.

What role do the various and growingnumber of “commercial awards programs”have on their selection of outside lawfirms?Findlay: I can only speak for myself, but I

would say that those sorts of rankings havevirtually no impact on our selection of out-side law firms. I get these gigantic boxes thatare very heavy and I am hopeful that therewill be something fun inside. But it’s x-y-z’slist to the best law firms.I just don’t find that type of information

very useful … Anybody who is trying thathard is probably not as capable as someonewho is not trying so hard to get that kind ofrecognition.Bouldon: I’ll be the outlier here. I have

relied on documents, such as Chambers andWestlaw has an online service, in the past. Ithink they work best in conjunction withword-of-mouth and in conjunction with theexperiences you may have had with otherattorneys at that firm. I think they can be acomponent of a successful selection process. Idon’t know that they can stand alone.Doohan: Iwould agree. It’s kindof a double-

check after I’ve already searched out andmadea decision. But I do not choose law firms, Ichoose lawyers. I check it for a particularlawyer. There can be such a huge variation intalent at a particular law firm.Susler: I’ll primarily rely onword-of-mouth

recommendations from people I know andtrust. I will go toMartindale-Hubbell online,they’ve been changing that and beefing thatup too, but it’s a supplement. But the otherones, likewho’s who in law today, don’t reallymean a thing to me.Findlay: Those publications ought to be-

come less relevant as companies take on thisconvergence model of law firms.The traditional model now is you try to

have a very small number of law firms whoyou know very well and they know you verywell. If you have a problem, usually you’regoing to have a certain presumption that youwill go to your panel firm.

If one of your panel firms doesn’t handlethat kind ofmatter, I think the first place youwould want to go is one of your panel firmsand theywill have an honest conversation say-ing, “We just don’t do that but somebodywhois extremely good in that unique area is X.”Bouldon: We have just done that. I joined

my company less than a year ago and they hada selection process underway when I joined.That’s exactlywhat theywere trying to do, verymuch narrow the number of outside firms.One thing that I think outside firms may

overlook is their relationship with insurancecarriers if they are providing services that arecovered by insurance. Many times I’ve calledour carriers and said, “Okay, who do you hearfrom?Which firms do you hear about?Whenyou assign firmA to dowork, who do you getthe most calls about saying they were terrificand they did a really great job?”A lot of the carrierswill tell you, “We always

hear good things whenwe assign a file to thisfirm.” I’ve had outstanding results doing thatbecause I thought about it and insurancefirmsassign cases basically every day of theweek. Ifanything goeswrong, I’m sure they’re hearingabout it. If things gowell, they’rehearing aboutthat also …

How do you decide which firms to go with?How does that process go?Bouldon: If you are trying to have a model

wherein youhave a very small number offirmsthat are basically servicing most of the com-pany’s needs there are a couple things that ithelps to look at.Numberone: the relationshippartner.Which

partner will manage the relationship? If youhave a strong relationship partner, it makesthe life and the job of the general counsel somuch easier.A really, really strong relationshipmanager

is really going to see to it that the very bestpeople are put on your matters. If you haveany questions or concerns, theywill be on topof that right away. They really become youroutside advocate within the law firm becausethey are the onesmost chargedwithmanagingthe relationship.The other thing Iwould suggest is that gen-

eral counsel focus on the areas that generatethemost exposure at their company.Weendedup selecting a general service firm, and I’ve

worked with companies that have done thatin the past.Some of the drivers are considerations of

where you’re going to have the most activityand exposure, because if you’re narrowing yournumber of firms down, the idea that the firmsthat you select will be experts or rated top inevery category, that’s probably not going to bethe case.They are probably going to have core

strengths for which they are nationallyrecognized or locally recognized, and hope-fully those match up with the needs of yourbusiness.Von Hoene: We do a very detailed RFP

process every three years in which we select

our preferred firms. It’s an exhaustive process.An enormous amount of information is re-quested.We interview the firms. Up until thelast RFP I personally interviewed every firmthatwent through.On this one, I just couldn’tbecause of logistical matters. But somebodywho is an officer of the company, or two offi-cers of the company, will interview the firms.We move out about a quarter of the firms

in each RFP process, not by design, but justbecausewehave additional firms come inwhoappear to provide superior value.What we’re trying to get to is the point

where we don’t have to, except in very rarecircumstances, inquire about a lawyer thatwe don’t know about.We have a relationship

that is a continuumof the legal practice in thecompany.We have about 30 firms. There are very few

cases — and you have to have a legal staff,lawyers in-house, who are committed to thisconcept — but there are very few cases wehave where we don’t know who the rightlawyers are. Then we go to the firms and say,“This is what we need.”Doohan: I probably have about 30 firms.

But I am not a proponent of the convergencemodel, althoughmaybe I ampracticing it.Wehavemining issues and health administrationissues. Very rarelywill that expertise be foundalso in a firm that knows consumer goods andbranding.By necessity, we spread the work around,

and we pick the lawyers that we want to dothe work. Litigation, we have them kind ofscattered across the country because youneverquite know where you will be sued.Findlay:When I arrived at Aon, I asked our

head of operations of the law department togive me a list of all the firms we’ve written acheck to in the last year, and the number offirms that showed up on this list was morethan 500, which was all the more interestingbecause we only had about 700 matters. Wewere really spreading thework out very thinly.We really went very aggressively in the

direction of convergence.We put out anRFP-like document.We sent it to a lot of firms thatwe’d already used and sent it to other firmswe thought would be the kind of firms wewould want to work with.And, just as Bill said,we basically ranked the

number of firms on things like client service,what their willingness is to enter into goodrate deals and rate discounts, innovative billingarrangements, diversity. And then we inter-viewed a subset of all the firms that respondedto the RFP and emerged with, originally, itwas about 20 firms.We now kind of tiered it so we have about

12 core firms and a number of others firmsweuse as well. That doesn’t mean you never gooutside the list, because sometimes a problemwill come up that none of your firms has anexpertise [in].We really have tried to concen-trate the work on our core firms. The num-bers for 2007, if you look at our top 15 firms— that’s about 80, 85 percent of our work …Bouldon: During the interviews of firms in

Allyson Bouldon, Tegrant Corp.

the past, I’ve had good luckwith actually pre-senting hypotheticals—one in advance so theteams could come inwith a prepared response,and one very brief hypothetical that we hadliterallypresentedduring the interviewprocess.And the reason we’ve done that is because

we wanted to approximate what the experi-ence would be when you call a firm and theCEO or another officer has asked you forinformation and you call the firm and say,“Listen, this is my situation.” We wanted tokind of recreate that process.Von Hoene: Do you get legal advice as a

result of the hypothetical or do you getknowledge as to how they would address theproblem, how they would staff it, and whattheir approach would be?Bouldon: In this instancewe received actual

legal advice. What we did to make that casework is,we tailored thehypothetical presentedonsite to the specialty area of the attorneyswho would be present during the interview.Something brief, something that’s clearlyanswerable.Wedidn’t go out on the limbwithsomething cutting-edge thatwould be difficultto answer.But we just did it to see how the process

worked and how the personwould communi-cate with us, because that’s important too.Lawyers are very smart people. There aremany,many wonderful outside counsel out there.But at the end of the day, in addition to

being smart and being skillful, there are justfit issues, in other words, a communicationstyle, the ability to have a mutual under-standing — those things are all very impor-tant as well. It worked well. They did verywell, and it was very revealing ...Susler: I’ve actually done that in interview-

ing law firms. I give them a situation. Some-times a firmwill say, “Of course we can handlethat, but I need more facts. Of course we canhandle that, becausewe are so and so.”Other lawyers will say, “Well, here is what

comes to mind, and we can do this, this, andthis.” That type of on-the-spot creativity isgoing to get me, whereas, just because youhave reputation and toldme you can do it, I’mnot likely to go with you. I like somebodywho can think on their feet and is willing toput themselves out there.Von Hoene: The other point your hypo-

thetical answers raise is, I think one of the

least attractive things an outside firm can do,from a perspective of an inside lawyer, is pro-fess expertise in an area where they don’t re-ally possess it.A real solid thing afirmcando, ora lawyer can do, is say, “We don’t do that. ButI’ll find you the right person who does.”Findlay: Conversely, there is nothingworse

for a firm than to say, “Oh, yes, we can dothat.” And thenwhen they staff up the case itbecomes clear that they really don’t have thepeople to do something like that. As the mat-ter goes along, or as you hired someone outof a sense of urgency, you will find out overtime whether there are other people whowould be better. That is a real relationship-killer with a law firm.

Does it make a difference what large firmspay their new associates? Do you everconsider smaller firms that may providegood service at more-affordable rates?Findlay: I think it is very hard to be sitting

at a company where you are controlling yourown salaries, the salaries of your own people,to watch what law firms are doing with first-year associates …I think, maybe not in the short term, but

over the long term, it will affect large firms’ability to get business, because my manage-ment looks at what they see in the paper andthey think, “Why would we allow one of ourproviders to raise the rates by thismuch everyyear?We’re not able to raise our rates for ourcustomers that way.We’re able to push downthe price of copiers, or push down the priceof everything we buy except legal services.”In our own place, we are trying to shift

work to the extent possible to the smaller,less-expensive firms. And we reserve the bigfirms for much more complex, difficult, bet-the-company matters.VonHoene:We don’t, absent of special cir-

cumstances, permit first- or second-year asso-ciates to work on any of our matters … It’svery rare that you have somebody right out oflaw school who is worth $250 an hour to you,to your business, in a way that they almostmust charge.I do think, with the exception of probably

very few firms that do super-specialty work,it’s going to be hard to sustain this modelindefinitely.There’re going to have to be fairly dramatic

changes, and they may not be dramatic interms of revolutionary. But there is going tohave to be an evolution of the relationship be-tween clients and law firms in how [mattersare] billed out and in terms ofwhatmakes thefirms run. We also have a number of smallerfirms that we give a lot of work to for econ-omy reasons.Increasingly today, I think there are going

to be additional opportunities because thepressures in the big law firms, and the pres-sures to have a big book of business meansthere are a lot of great lawyers who are goingon to smaller law firms who are maybe notgreat business people relative to the big lawfirms, but are every bit the lawyers. That’sgoing to be a resource that I think wewill all,in corporate America, be drawingmore heav-ily from as time goes on.Doohan: When I have conversations with

outside counsel about new billing rates, itcomes out that it’s not the lawyers or theman-aging partners of these firms that are decidingthese increases. It is the business side.They kind of throw up their hands and say,

“Of course, this is ridiculous. My rates shouldnot be going up that much. But it is someonein the back officewhohas said this iswhat thebilling rate is going to be this year.” In a waythey are caught too,many of them in thefirms.But I agree with you that something is goingto give because it cannot continue to go up onthe hockey stick that it’s been going up on.

How does the discussion go when decidingon budgets?Von Hoene: The other thing that for us is

important from a budgeting standpoint is toupdate the budgets in a meaningful way. Wedo it four times a year. We do quarterly up-dates where outside counsel is required to goback, and our lawyers in-house will proceedto go back and review it, so we can do appro-priate business planning, whether a matter isor is not staying within the confines of whatwe had originally forecasted.Findlay:Wearenowdoinga formalizedearly

case assessmentprocess that asks outside coun-sel to put together a memo at the beginningof the case; to do a really quick intensive lookat what the case looks like, what it’s going tocost, so we can make a decision as to whetherwe justwant to settle it out early andpaywhat

we’re going to pay, before spending hundredsof thousands of dollars in legal fees, ratherthan getting to that same point at the end …We’re not thinking like litigators, likewe’ve

got to win this case. We don’t really deserveto pay any money at all. We think more likebusiness people, which is, let’s do a cost-bene-fit analysis on this case and minimize overallwhat we spend on this matter.Doohan: As far as holding their feet to the

fire, I’ve had some success in having that dif-ficult conversation and saying, “Look, you’vegot to figure out a way to get it done betterbecause we came into this believing it wasgoing to cost this, and there haven’t been anysurprises, so you’ve got to cut back on whoyou are using, or whatever.”On the other hand, if the results are really

outstanding and they are over budget, thenI’m a little less inclined to audit.Bouldon: I think I’m the newest person

here in terms of being inmy position. If therewas a significant budget overrun and nothinghad happened to warrant it, I would want tomake a change.Of course, depending on the type ofmatter,

you can’t always pull up midstream, but thatwould be what I would want to do, if at allpossible, because Iwould expect the budget tobe somewhat accurate. I do ask for potentialcontingencies.For example, in litigation, is there any

potential that this will become a collectiveaction or class action? That opportunity isthrownout as somewhat of a life raft up-front.Absent unusual turns of events, if the budgetis very off, that would be a great concern...Doohan: Is very off 50 percent or more, or

20 percent or more?Bouldon: Personally, it’s about 20 percent

or more, but I would be watching it as it un-folded and would start to become concernedas we got close to the 10 percent figure, andwould start asking questions at that point.Not that I’ve never had anything run over, butI’ve never been surprised. Maybe that’s thekey here.Von Hoene: Just as we want our outside

counsel tobeourpartners,weneed tobe theirs.We need to understand thatwhenwe cross tothe other side of the table, remember that thereare unexpected events in legalmatters, and it’sunfair to outside counsel to draw a line and

say, “Youmade a commitment for this amount,”if there are extenuating circumstances.The worst thing for all of us, and this is

something I think some people don’t fullyappreciate on the outside, is, if you find outthat a matter is going over budget, there aretwo problems. One is you’ve gone throughthe budget. And in someways thatmay be thelesser of the two problems. The other is, youhaven’t advised your client of these expensesand the person, in turn, who is budgetingthe matter, hasn’t had a chance to make anaccommodation.Susler: That’s actually one of the things I

will often remind my business people whendiscussing— should something become a liti-gation matter. When you go into litigation,you lose a certain amount of control overwhat happens. Remember, you get a budget,but nobody can guarantee this case will endat summary judgment.Findlay: It seems tome that litigation costs

are increasing not just because lawfirms’ rateshave gone up— to some extent you can nego-tiate decent rates and freezes with law firms.It’s the new role of e-discovery in the last fewyears.

The percentage of those sorts of costs in amatter has been going up dramatically just inthe last couple years. I keep finding myselfbeing surprised in litigationwhen I hearwe’vespent X on it by a certain time. I will think tomyself, “That just doesn’t seem right. This caseshould have cost Y.” Almost invariably it’s be-cause the cost of collecting, preserving, andgetting through all these electronic documentshas gone up dramatically.VonHoene: And it’s going to be interesting

to see in the aftermath of things like World-Com whether tensions develop between theoutsidefirmandthe inside counselwith regardsto how comprehensively you do this …

For inside lawyers and law studentsinterested in being in-house someday,what makes a good general counsel?Findlay: The career path into an in-house

job is more complicated obviously than thecareer path into a firm … Very few places ofwhich I am aware of hire directly out of lawschool. We don’t.What we tend to do is find someone either

at another company or who is at a point in alawfirmwhere theywant tomake a switch to

Mary E. Doohan, Morton Salt.

in-house. If you are a person in a law firmwho wants to go in-house, there is a lot ofword-of-mouth involved, a lot of watchingthe Law Bulletin, or watching monster.com orsomething, and just being lucky when a jobcomes open and raising your hand.Susler: My own path is, I think, very non-

traditional. Youhearmore stories about peoplemoving from a firm to a client, typically in abig firm. I started out doing tort defense liti-gation at a small insurance defense firm andthen switched to doing plaintiffs’ personalinjury litigation. I did mostly tort litigationfor 12 years and then I got an opportunity togo in-house.I got lucky and it was through networking.

Networking is key, and keeping an openmind. And be aware that there may be moreto practicing law than what you’ve done upto that point in your career. Twelve years outof law school I completely reengineered mycareer from tort litigator to a general practi-tioner not doing any litigation. And then Iswitched tracks and did a lot of commerciallitigation, but in-house.Now I am a true generalist. There really is

no one path that you can tell law students andyoung lawyers to do.VonHoene: In terms of the skills that need

to be developed to be an effective in-houselawyer, I think the thing that surprisedme themost coming in-house is how important itwas to be financially capable. On the outside,I dealt with finance when I had a big mal-practice case or something like that.On the inside, understandingbalance sheets,

understanding how finance works, is part ofalmost everything I do. That, in part, is becauseyou are muchmore a part of the business andnot the hired gun. But there is an advantage tobeing able to hit finance running when youwalk in the door — the tables that you sit atand the way you are listened to by others areimpacted by that.The other thing that I think is very, very

important—and this ismore obvious and notunique to in-house — but there are lots and

lots of people who have great skills out therethat are available to us. I’m sure all of you getresumeswith an amazing degree of frequency.Judgment is the quality that differentiates agreat lawyer from a good one.I always say my criteria for an in-house

lawyer is someonewho I’mnotworried aboutif they are down in a chairman’s office talkingto the chairman about a matter. That really isjudgment, and it’s hard to have that right outof law school …Susler: I would agree that judgment is key,

and also a certain amount of practicality andflexibility. You don’t have that right out of lawschool. It takes a number of years, I think, toget that experience.Bouldon: I agree with what everyone has

said. I think the other thing that is importantare the skills: diplomacy, political navigationskills, friendliness, but not overly friendly.What Imean by that is, I think the role of thelawyer is changing, so you are there in a lot ofregards tomake sure that there is compliance,to make sure that certain key principles arecommunicated on a regular basis.So I think you do have to be close to your

team and get along very well with the othermembers of your executive group, but by thesame token sometimes, I think, the lawyer feelsa little bit different.I think there is always an extra component

to the lawyer’s work because the legal issuescould at any time require that you have tohave a very frank discussion with the peopleyou are closest to. I think that carries an extralevel of responsibility ...It helps to be a generalist or to be open to

being a generalist. I think you have to be self-motivated, the kind of person who is willingto go out there and face new challenges.I think a lot of what you do in-house, a lot

of what you do as general counsel, you arecharged with getting out and seeing what’sgoing on, putting processes in place if they arenot there, tweaking them on a regular basis,keeping up with your outside counsel, keep-ing up with the tone of your business group,

keeping up with their objectives.And you need the personality and desire to

get out there and do those things and be theself-starter that you need to be.Last, but not at all least important, onmy list

ismentoring.Youneedamentor, inmyopinion,to really achieve these types of positions …Findlay: Communication skills are critical.

You can’t talk with business people the sameway you would talk to lawyers.You can’t assume knowledge or assume that

they want to hear all the blow-by-blow of aparticularmatter or a particular contract. Theyhave a fairly simple business problem andyou’ve got to be able to communicate to themwhat the issue is, what the risks are, andwhatyour recommendation is in a are very straight-forward way.I think if there is anything I would fault

both outside and in-house lawyers for is, whenyou put them on the phone with your CEOor with another business person and theystart throwing out the legal jargon …They are providing lots of unnecessary

detail and none of the basics of a matter thatthe business person is really interested in orneeds to act on.VonHoene: Iwas a trial lawyer before being

in-house and I thought at one point that thisis a particularly ill-suited background for beingin-house because so little of what we do, rela-tively speaking, is trial work.And it’s an extremely useful background

because our job as trial lawyers is to simplify,and to have a theme, and to enable people tounderstand complicated things, communicatedin an understandable fashion. And that reallyis a great skill to have if you are able to do so. Itis a background that is useful from that stand-point.Doohan: That is a wonderful thing about

law. All kinds of backgrounds are very useful.I was a university professor, and distilling acomplicated subject such as natural sciences,into “it’s this and this and this,” and illumi-nating it for people, I find I use those skills allthe time. �

Reprinted with permission from Chicago Lawyer, April 2008.