A legal professional in the Legal.io In-House Fishbowl asked:
"Which general counsel responsibilities (in particular) will make a GC irreplaceable/invaluable to their company?"
Several members of the group chimed in with a variety of perspectives. One deputy general counsel wrote an extensive response, listing the following qualities for an irreplaceable GC:
- Knows enough about tax to give principals comfort that they aren’t incurring material tax liabilities through poor decisions. The GC accomplishes this by maintaining a relationship with a tax partner at a private firm and calling him with questions as tax issues arise.
- Gives principals a sense of comfort that what they are doing won’t result in regulatory problems. He says things like, “While this may be against the regulations, it’s not against the spirit of the regulations and if we were ever called to account for it, which is not likely assuming we do x, we probably be able to settle that by paying a nominal fee and agreeing to do Y.”
- Reduces all legal decisions to very simple concepts. In this sense, the GC is like a translator. This can be accomplished by reducing open business points on agreements or deals to plain-language issues lists that are as short as possible. This also means creating steps plan in power point and putting as many things in excel format as you can.￼
- Knows how to help with personal legal matters that principals invariably come up with. This typically includes real estate, wills, divorces and sometimes commercial litigation type matters. The GC can resolve these things by knowing an outside litigator, real estate lawyer and family lawyer. On real estate, assuming the dollar amounts are small enough, a GC can sometimes handle the transaction if there is a capable broker and title company involved. A GC can also sometimes settle some litigation matters without having to call an outside litigator, but you should be a bit careful with that.
- Organizes everything. This often involves entity tracking spreadsheets and file directory maintenance.
- Takes care not to disclose sensitive information to rank and file employees. This basically involves not talking with the rank and file about any material work matter.
- Solves HR problems. This means helping build well documented reasons for firing bad apples before bad apples are formally fired. It also can mean getting bad apples to sign separation and release agreements with a few thousand dollars in severance money.
- Responds to emails and calls promptly. This means using some sort of inbox zero technique and keeping your phone with you at all times.
An attorney who recently left an in-house position for general practice noted:
"When I left, the executive I worked closest with told me that out of her 25 years there she would miss me the most of any lawyer. She had two reasons. First, she said I was a pleasure to work with. Traits she mentioned included a positive attitude, always the calm voice of reason during hard times, and always available. Second, she said she appreciated the can-do attitude. My philosophy was to always, always find a path forward. To never be the “no” roadblock unless it was a real problem that couldn’t be navigated. I feel like a GC’s job is to do exactly that: be an enabler. No one like a lawyer who just says no. Unless it’s illegal."
Other members chimed in with their own responses:
- "Not yet mentioned: risk management (i.e. can see around corners and has a spidey sense for red flags). Huge."
- "All of the big ones have been covered already, but also an ability to understand your executive team’s/equity owner’s approach and philosophy to issues and trying to work with that approach."
And finally, a note of caution was added with regards of the idea of making yourself irreplaceable in the first place:
"I think it also probably bears mentioning that the idea of making yourself “irreplaceable “may actually not be very healthy for an organization, Depending on how it is applied. In particular, leaders need to make themselves as “replaceable” quote as possible￼ by automating as many processes as they can and effectively training subordinates. In a somewhat counterintuitive manner, this makes the leader more “valuable” to the organization, typically because that leader will then develop a new set of skills and responsibilities and the automation and training process will repeat itself."