• It depends. Legal advice given to in-house clients typically takes one of two forms: 1 - Ideal practices to ensure full compliance, mitigate most legal risk, etc. 2 - Bet the company, ignore the advice and everyone goes to jail-type advice. In my experience, attorneys who are relatively new to in-house life often mistake #1 for #2. So the first thing you need to do is make sure the issue is that big of a risk.

Counsel Responses

• We have an internal documentation for this. When there are outliers in contract terms or there is some high inherent risk we document it and let everyone from relevant teams (the team heads) to sign it so they commit to the risk. Sometimes people back down because they don’t want to sign on to risk or if like the CFO or GC also reviews the risk.
• We do this “documenting” via email and then I save the email with the rest of the files.
• I’ve seen many people put their foot down when the issue is really just the business negotiating a bad commercial deal. That happens but it’s not the hill to die on (although you should understand the type of rare terms that are so harmful to the company that you won’t agree to them ever from a legal perspective).
• Put your advice in writing and document their refusal. CYA.
• Gym. Dinner. Put kids to bed. Do it again tomorrow.
• Escalate up your reporting chain and their chain.
• Talk to your GC and say “Hey, they won’t listen to me. do you think this is enough of a risk where we need to ring alarm bells or do we just cya?” When I am dealing with a difficult person in the C-Suite, I would probably do that before I told them 'no' in the first place because I don’t know the current state of politics between the GC and the rest of the leadership team and if the GC is trying to save political capital for fights I’m not a part of.
• Are you the only in-house attorney? Are there no other in house attorneys above you? If this is a major legal issue, I’d put your advice and their response in email to CYA and then jump ship as quickly as possible. It doesn’t sound like the kind of environment I’d want to work in. At my company, legal is respected and what we say goes. Business sometimes hems and haws and may push back to make sure legal issues are truly important enough, but, at the end of the day, if I put my foot down on something, they listen.

• Welcome to the club. CYA and watch the fire unfold.
• “I understand your view, but I know [my GC] will have concerns with this approach, so if we’re going to take this approach, I have to get clearance.” A card to be played rarely.
• The appeal of this approach is that if you conclude it isn’t worthy of elevation to your GC, then it informs you as to your conviction on the issue. Then you don’t end up in conflict with your client without need.
• A version of this happens everyday in-house. Tell them if they want to bear the risk it’s their decision but you advise against it. Explain why verbally and if they still want to do it just document that you notified them of exposure without being overly specific.
• Document EVERYTHING. It's their choice but CYA.