The role I play as a general counsel is made up of various elements. There is a combination of hard skills like contract drafting, and soft skills like confidence and empathy that work together in a position like this. This mixture of skillsets is crucial when building trust with those you are providing legal services to as well as navigating key relationships. There is no typical day when it comes to working as a GC. For example, one project included negotiating some of the most important terms of a supply agreement for a world-renowned brand of fast-moving skincare products. In this case, exclusivity and minimum purchase requirements had kept us moving back and forth which required quick but thorough communication. Navigating this situation took a different set of skills and tactics than when, on another day, I would handle arbitration hearings for a custom fit-out construction project that threatened to set us back millions of dollars. In this case, using outside counsel, I filed a claim against a large company for not paying for the custom work my client had completed for them. Although there isn’t a one-size-fits-all description for this position, the General Counsel of a GCC company can expect to wear multiple hats as the owners of the company can tend to hold a very diversified investment portfolio.
Being an in-house counsel can be incredibly rewarding, whether it is in the Middle East like myself, or elsewhere. Here are some tips on successfully carrying out this unique role:
Build relationships – It may be difficult to forge strong bonds with all the stakeholders, especially in larger companies, but it is important to invest the time to do so. Meeting with people to get to know them and their business is crucial in ensuring that you strike a good balance between increasing profitability and mitigating risk. In one of the companies I worked for, I spent considerable time with “brand managers” from across various industries, e.g., luxury cosmetics, women’s fashion, chocolate, and more. From each manager, I dedicated myself to asking the right questions and seeking to learn about their unique business needs and challenges. Through this, I learned what their requirements were and what the company owners expected of them. I also found that, across the various sectors, their margins varied vastly. I learned each of their styles; some preferred not to have things in writing and were nonchalant about what the future partnerships held. Others wanted everything spelled out clearly. I say this because I ran into situations that arose out of dealings from years ago; I would find out that such managers did not bring the contracts to the legal department because there simply wasn’t a good relationship there. The lawyers were deemed as having hindered the deal rather than being an important partner in seeing the deal forward. As a result of this misstep, perhaps, the signature on the contract didn’t even reflect the authorized signatory. It’s also possible that the terms were so one-sided that no lawyer in that department would have ever given approval. Stakeholders within my company were often surprised that they didn’t have to do all the negotiating that I was there and could close the deal for them. This is all part of forging relationships and takes a great deal of time and trust, but the outcome is worth it on all sides.
Create Templates – This aspect goes hand-in-hand with getting to know people and building relationships. In the past, I read contracts for some of our various businesses which were clearly a copy and paste from other non-relevant relationships we had forged. We can’t always blame attorneys for this. I too have come across scenarios in which some C level from the company will call you up and ask you to get them a “supply or distribution” agreement and they need it now. You might have ten other urgent and pending matters on your desk so you forward them the agreement that was used in a past deal – just like they requested. As in house counsel, depending on the type of organization you work for, you might not always have a niche. For example, you might not just be an employment lawyer that only deals with the company’s staff or an oil and gas attorney that only deals in those matters. You might have to have multiple niches and get to know different key areas well enough to protect the company. If you will be distributing pharmaceutical items, you need to know the latest laws related to that. Knowing important requirements for shelf life and appropriate advertising related to pharmaceutical goods is critical to the industry. These kinds of requirements can differ vastly between the different sectors. You can use all that industry-specific information to your advantage when negotiating and you can insert more protective clauses for the distributor.
If you take the time in your early days in a particular organization to create templates for each and every type of business you typically come across, this will at least address the major areas of concern. These templates will be crucial for those instances when you simply cannot provide your input on an agreement, whatever the reason may be. By meeting with the guy who is in charge of luxury perfumes, I learn that being provided with X number of testers is industry standard. Learning the various industry standards will give you more bargaining power with the brands. These brands have deep pockets and they want you to succeed in your territory whether it’s in India or Lebanon. If you know what to ask for, they will often assist you with marketing – from providing free adds to sending in subject experts for events.
Put things in writing – Set clear expectations that firmly layout what is being agreed to and how things will be handled. This will protect the interests and relationships of all parties by encouraging accountability through clarity and organization. Remember, in an in-house role, your colleagues from different departments may have different goals and/or quotas to meet that are often at the expense of the company. You will come across individuals who may not understand that the GC is on their side and there to help them make the best, informed decisions possible. As in-house counsel, it’s important to foster good relationships and show that you are on their side so they feel comfortable communicating and working with you. To safeguard yourself and everyone involved, ensure that all important issues are sent via email and push for a confirmation so you know if things are understood and acknowledged before making them part of an agreement. For example, If you repeatedly told the VP of Sales that there are onerous penalties imposed via the contract for even minor breaches and they insist on sending the contract for signing, get their confirmation in writing. Documentation can be crucial to not only protecting your position as in-house counsel, but it can also help to improve the practices of an organization and safeguard against costly decisions that can cause big, time-consuming problems down the road.
Contract Management – If your organization hasn’t already invested in contract management software, strongly urge them to do so. If they refuse, then implement policies to require certain stakeholders to be responsible for the contract lifecycle after it has been duly authorized. The consequences of not using contract management software can end up being a nightmare that you do not want to be held accountable for. For example, amongst your umbrella organization and all its subsidiaries, you may rent out 100 locations be it warehouses, restaurants, office space, employee accommodation or retail space. Just referring to leases in this situation, Imagine that all such leases have various terms and expiration dates. Each one of the locations has its own renewal and termination clause. They may also have dozens of other requirements that safeguard them against breaching the contract. Who monitors and tracks all of those details? If your organization doesn’t have a system that sends alerts when important contract aspects need to be addressed, then it needs to be clear about who will oversee each individual contract. It is important to have a contract management system set up clearly and thoroughly because breaching even part of the terms or missing deadlines can cost the organization a great deal of money, time and resources.
The above is not an exhaustive list, but it will certainly help you begin to navigate smoothly through some of the most common issues that an In-house counsel faces.
