Related Posts
How is the project for 'Tyson' client?
Hi, I received offer letter from jpmc and accepted it. Today, HR told me that my offer was not processed since i had attended an interview and got offer from Mphasis for a JPMC client one year ago( which i declined later) . Could you please let me know, will it affect my current offer from JPMorgan Chase
More Posts
Boutique vs T2? All else equal
Hello ZSers,
I have been shortlisted for AC role and my HR discussion is scheduled next week.
1. Need some insights on the maximum and minimum ctc (fixed and variable) that can be offered for 3 yoe (all relevant) . My current ctc is 7.2 (6.5 fixed) . Tech stack - Big data and AWS developer.
2. Is there any joining bonus. If yes , what should be the ask.
Any inputs will be very helpful for me to go with my expectations to the HR. Thanks!
ZS Associates
Additional Posts in In-House Counsel
Pro
Conversation Starter
New to Fishbowl?
unlock all discussions on Fishbowl.
I have worked in the regulatory environment and in a high turnover environment and often found myself in this position. It took some time and training of myself, but when I get like - wtheck are y’all thinking- I now manifest that as - what is your goal/objective here? I understand you are asking about y, but it seems like your ultimate goal/driver/need could be achieved in a different manner. Let’s talk through the issue/risk/you’re really addressing to see how we can best mitigate them while achieving your ultimate goal/result. Once I get them talking - we can almost always come up with a better solution.
Chief
I call it the “anti-testimony rule.”
Instead of answering “is this legal?” I ask what they’re trying to do.
You need to get the business partners trained to come to you to craft the legal solution, not to try to make their own for you to rubber stamp.
Instead of saying no, I find it helpful to lead the business/commercial folks to the right conclusion.
“We could agree to that, but if … happens, then (describe the bad scenario), which I know you don’t want…”
A CEO/GC once told me, “you can only advise the business of the risks, and give the business the freedom to make smart risks based on your advice.” Once you’ve provided crisp advice that they can use as a basis for their judgment, let it go. Have mitigation strategies in place, and if you have to use them in the future, then use them.
Certainly true, however, in this case it sounded like they were going to other lawyers for legal advice. I tell our managers here’s what the situation is and whether it’s market and then the risks and tell them they can agree to it if they want. I don’t, however, let them go to someone else to ok purely legal issues.
At the end of the day, our job is to advise on legal liability. Except for like Fraud, bribery, OFAC, etc., it’s not our job to flat out say no.
If the deal is so good from a business perspective that legal risk is OK, that’s for the business to decide.
Enthusiast
^ For clarity since people have been beating me up about this — I have *not* just been been giving out “no” answers. My advice is being interpreted by certain divisions as a “no,” when I advise of the potential legal consequences/risks. Then, they try to get a different opinion. I have realized the last week and also with some great advice from the replies on here that I need to reframe how I approach my non legal colleagues. Most of my career has been advising in house counsel as an outside counsel and now I am directly advising the decision makers so it’s a learning curve.
Honestly, this is typical for in-house things.
^For sure — but has been an uptick lately after some shifting of leadership.. feel like I am on the defensive lately trying to justify my legal advice.
This is where your legal leadership team needs to be firm with the business about the shopping around practice being unacceptable and processes needing to be followed. Does your team have processes, including escalations to the business unit leadership, exec team, and legal leadership team, in place?
What kinds of things are you saying “no” to? Honestly, you shouldn’t normally be flat out saying “no”. If you are negotiating a contract, for example, and the other side refuses to limit liability, so you’re at a standstill, it’s not our job to tell the Business they have to back away from the deal. You advise the Business of the situation and risks, and you escalate it to the decision maker because it’s a business decision.
Unfortunately, if you are constantly telling the Business they can’t do something and kill deals, then you won’t be able to build a rapport with the Business Units, which could cause confidence to be lost. Without more information, I would caution you on this.
Thanks. I am not giving “no” to colleagues. They are taking my advice as a perceived “no.” We have had a lot of reshuffling lately of business unit leadership so it’s been a learning curve for them dealing with legal. We do not have an escalation process — these are corporate long timers in new roles who will just pick up the phone/Teams/email when they don’t like what they hear from me and shop for an answer they like above my head. It is general employment law — and exec compensation, contracts, and outside lit management. They all make their own decisions — but vet those decisions through me. Sometimes the actions some of the newer leadership want to take are so out of bounds it’s hard for me to find a solution, so I advise of the consequences if they make a certain decision.
No easy solution. I deal with this a lot. I am a subject matter expert and they go above me to a corporate generalist for a better answer. Luckily my boss knows that I know far more about my area of practice and will either just defer or call me. You pretty much need to get that level of confidence with the people higher up. If you’re not a specialist that becomes a lot more difficult. I’d say contact the people they’re going to and discuss the situation to ask them to call you first if they question your advice.
That is a good idea. We are having a meeting about the issue this week. I am a specialist and the only one of “me.” Two different units recently have gone above my head and my boss — and then when the advice changes I am left explaining to my boss why the GC had questions about xyz advice I gave so and so. It’s really straining my relationship with the business unit leadership — and I also have no idea how they are spinning the facts when they go up the ladder.
Rising Star
I wish I had the luxury of just saying things are “business decisions.” I’m a CLO with a small legal department. Everything I consider is a business decision but my colleagues (usually the CEO and CFO) still want advice and a recommendation. I wouldn’t last very long just laying out the risk and saying, in effect, “not my problem, you decide.” OP, my suggestion is to stop viewing risk just like a lawyer and understand how the business views it (what drives it, what is material, what do they care about, etc).
The “O” in CLO makes your role hybrid and able to make risk decisions….
It’s important to develop a reputation as someone who doesn’t just say “no” all the time. I would advise thinking of some creative solutions to get around the perceived roadblocks and always lay out the risk exposure to management. Sometimes it takes a while to get a feel for where their comfort level is regarding risk.
When you say “no,” it needs to be for something important and that means we can’t overuse it.
Thank you — I like this. It’s been a struggle lately because of some retirements - and dealing with new personalities… who take my advice personally like Im hyper critical and I’ve never had this issue before and generally get along well with everyone.
It sounds like you aren’t aligned with your GC/company risk tolerance if the GC is accepting risk that you advise against. I can’t imagine the GC is happy about having get caught in the middle of these decisions. I’d try to quickly understand the company risk tolerance (maybe meet with GC/business leadership) and modify how you assess risk . As many have said, the business should have the decision right after receiving your risk analysis.
That is correct — I have not learned their risk tolerance well enough haven’t been here that long. For the first time ever I was recently told we have a “very high risk tolerance.” And there have been some senior leadership changes who perceive advice differently — mgmt who don’t seem to have much exposure to the legal side of things. GC is not happy being bothered — but it’s a couple of repeat players and I was just informed recently they have been doing this, bypassing me and my boss. A lot of your all’s comments have been really helpful.
This is where your legal leadership team needs to be firm with the business about the shopping around practice being unacceptable and processes needing to be followed. Does your team have processes, including escalations to the business unit leadership, exec team, and legal leadership team, in place?
What kinds of things are you saying “no” to? Honestly, you shouldn’t normally be flat out saying “no”. If you are negotiating a contract, for example, and the other side refuses to limit liability, so you’re at a standstill, it’s not our job to tell the Business they have to back away from the deal. You advise the Business of the situation and risks, and you escalate it to the decision maker because it’s a business decision.
Unfortunately, if you are constantly telling the Business they can’t do something and kill deals, then you won’t be able to build a rapport with the Business Units, which could cause confidence to be lost. Without more information, I would caution you on this.
Just because it’s a risk you wouldn’t personally take does not mean the business team shouldn’t take it…. There are very few hard no scenarios in corporate practice (other comments have mentioned them).
Yes thanks — I try to be very objective. We just have had several tough scenarios lately that I have had to give advice folks apparently don’t want to hear.
You say it’s an issue of bringing liability on the company….that’s solely a business decision. IMO there should never be a “no” in these situations unless it’s asking for fraud or violation of some law. If it’s high enough liability risk, then it’s a matter for the GC to weigh in on. What’s high enough tolerance depends on the company. I’m a SME and I often tell my business people what the liability exposure is and they often veto it and move ahead. No skin off my back, it’s their call. Only a few I’ve had to raise to GC and in those cases it’s beneficial because I’ve gotten to lay my case to higher ups.
FWIW I’m at an extremely risk adverse org. But there’s a general acceptance of monetary liability in most business decisions.
Chief
There are only a few things I say outright“no” to.
And those are the sort of things that you could say “no, wtf, are you stupid or retarded???”
Most items are: “I think this is a bit risky and would prefer (abc), but this is ultimately a business decision.”
First of all, your general counsel should back you up and show a united front. However, your job is to provide counsel, especially as junior counsel. Even as GC/secretary, I try to avoid making the decision. I can tell the business whether or not a course of action is advisable but it’s ultimately up to them.
In your situation, I would couch any advice as just that — advice. And make sure that they know that if they don’t like the advice you’re open to discussion with GC and senior management about possible alternatives. If they elect to proceed despite your advice you can appeal it as well. But ultimately it’s not your call and you have to live with that. And so long as you and your GC are aligned, you should be fine doing just that (even if your company suffers).
Rising Star
An important point for everyone in house to try to remember is not to stress about the outcome. Make the best decision you can based on the info you have in the time available. If you’ve done your job as well as you can and the business shops for another answer, not your concern. If they make a “bad” decision, it’s not something you can control. Even where I’ve been the one making (or involved in making) the decision, I make the best decision I can but I don’t stress about what comes next.
We advise, they decide. Always better to start with getting to their true intent. They ask, “can I do x?” and even though x is a horrible thing to do, you haven’t really answered their question, which is “how do we accomplish y?” By simply saying no to x, their question is unanswered. Sometimes it’s criminal, which is a hard stop, but I guarantee you that the average level of acceptable risk is a lot higher for your average business person than it is for your average attorney.
Beyond that, you need to make sure that you give a heads up to coworkers and supervisors. Some people just like to forum shop. That needs to be shut down, but not by you.
^ thank you I like this approach. I am newer to in house so still learning the dynamics of these relationships/roles. Much appreciated.
Enthusiast
^ thank you both. Coming from a litigation background I put too much focus on the outcome. Learning process. And also when I was outside counsel I was always advising other attorneys… so it’s a learning curve having normal clients…
If you’re saying no and they can go above you to get a “yes” in most cases you shouldn’t have ever said no.