Development attainment motivation/courtesy photo

From the drumbeat of reports on the eye-popping paychecks of the in-house upper echelon to Q&As with chief lawyers for major corporations and the myriad stories about how to run a legal department, most corporate counsel coverage is aimed squarely at general counsel or those who aspire to have their jobs. 

"We're always talking about the people who want to do more and get ahead," says John Gilmore, co-founder and managing partner of legal recruiting firm BarkerGilmore near Rochester, New York. 

But what might be getting lost in all the chatter about being a general counsel or working up to the chief lawyer role and taking the helm of a legal department is this: Not all corporate counsel have aspirations of climbing the legal department ladder. 

It's also an inescapable fact that legal departments have but one seat at the top and few lawyers get that far.

While general counsel attract much of the attention, they are a small percentage of the in-house world's population. It's often the deputy and associate and assistant general counsel, managing counsel, staff counsel and other lawyers at the mid- and base levels who keep legal operations humming along, especially at large corporations.

And some of these in-house lawyers are happy right where they are. This was true even before the coronavirus COVID-19 outbreak upended the world. Taking on an in-house managerial role now amid a pandemic poses an even more stressful proposition, especially for those who feel unprepared.  

"There are some people who don't want to manage," says Ed Ryan, former executive vice president and general counsel for Marriott International Inc. "They kind of said, 'My idea of progress here is to continue doing what I do very well.' I think [human resources] calls them solo contributors. It's a little counter to the way corporations look at things. 

"Job title, money, everything else—it's based on how big of an area you cover," he adds. "But in law you can be a very valuable solo contributor and it can be hard to convince corporations of that." 

'Nothing worse than a Disgruntled Bob'

Legal departments are dynamic ecosystems that tend to have a mix of solo contributors who aren't in a hurry to move up and "gunners" or "turbos" who dream of propping their feet on the chief lawyer's desk while raking in Eric Grossman money. The Morgan Stanley chief legal officer made more than $8 million in total cash compensation, according to ALM's 2019 General Counsel Compensation Survey.  

"A hard thing in the legal department is managing all the ambition," Ryan says. "It's not a growth area, typically. I saw a lot of lawyers, really good lawyers, move to the business side. They were motivated by money and that sort of thing and that's one of the reasons they moved."  

General counsel who want to effectively develop talent within their departments should address their in-house lawyers' goals right away and continue to have regular conversations about their future.

Otherwise, the general counsel could push some lawyers into upper-level roles before they're ready for that responsibility. They might also miss an opportunity to promote a lawyer who is ready but could use a bit of a confidence boost.

"Sometimes you need to push people and let them know that you have confidence that they can do it," Ryan says. "I've seen situations where people just lack that confidence of doing something totally new. It's helped to say, 'Listen, I wouldn't be asking you to do this unless I had confidence in you.'"

Or the general counsel might end up with a "Disgruntled Bob," warns Susan Hackett, CEO of law practice management consulting firm Legal Executive Leadership in Chevy Chase, Maryland.

"There is nothing worse than a Disgruntled Bob, who is sitting in the corner and feels that he is underappreciated," she says. "He's not getting the work he deserves. He wants more money. He wants that higher-level job. And it's just not there." 

'Worth their weight in gold'

Happy solo contributors can be "worth their weight in gold because they have" years of experience in a specialized area of the law, Ryan says. 

"I think some see it as a great way to perform what they're skilled at and what they spent a lot of time learning in an environment that is better than the law firm environment because they don't have to kill to eat," he adds. "That combined with a good pay package, good benefits and a solid place to work is a good career move for them."

But the solos should realize sooner than later that being a tax or trademark law specialist, for instance, reduces exposure to much of the corporation, which can drastically lower the lawyer's chances of being promoted to general counsel or even be a direct report to the general counsel.

In order to be a general counsel, "you don't need to be an expert in every area of the law, but you need to have a working knowledge of many or most of them," says Jason Winmill, managing partner of Argopoint LLC, a Boston-based legal department consulting firm that works with Global 500 and Fortune 500 companies. 

In-house lawyers who are unhappy about the lack of promotion opportunities and have the right skill set to elevate to a higher position often end up moving to another department or another company. 

"Sometimes you see a solo contributor slip over to the business side for a role designed for their background and talents," Ryan says. "That's where they're probably going to get better opportunities for dollar promotions." 

Seeing a lawyer bounce around between different in-house departments is a telltale sign that she figured out she was in a box and is trying to escape. 

"The only way for them to really move up is to move out," Hackett says. 

'It's too far out there' 

But what if the in-house lawyer in question doesn't want to move up? Is there a stigma attached to being a midlevel lifer? Is it a bad look to decline a promotion to a managerial role? Does it make the lawyer appear unmotivated? 

"I think that must definitely run through their minds," says Ryan, who has seen in-house counsel turn down managerial opportunities. "These were individuals who had good energy. They had great client rapport. They were in their sweet spot and I think they knew it. It takes great self-awareness to do that sort of thing."

Corporate Counsel attempted to speak with midlevel in-house sources over the course of several weeks, but none was willing to comment for this report, which potentially illustrates the sensitive nature of the topic. In-house counsel might fear that they'll hurt their careers if they come out and say they're uninterested in taking on a managerial role. 

"Virtually everyone wants to get promoted to some extent," Ryan says. "I don't think everyone's gunning for the GC spot, but I don't think the opposite is true either. I think people sometimes confuse ambition with energy. If you're high energy and enthusiastic, your goal doesn't have to be general counsel. Rather than being GC, it's more about being responsible for a particular area." 

Legal departments are similar to the American middle class in that "everybody thinks they're in the middle class," notes Hackett. Every few years, she hears from in-house leaders who are seeking advice about giving their in-house lawyers new titles.

"The reason is that there usually isn't a lot of money in law departments to give people satisfaction that they're being recognized," she says.

Hackett adds, "You can be making $30,000 or $550,000 a year and you think you're in the middle class. It has to do with how you know there are people above you and below you in the pecking order of law departments."

Ryan worked for more than a decade among the in-house world's middle class as an associate general counsel at Marriott before he was promoted to general counsel, a title he held for 11 years before retiring in 2017. Asked if he began gunning for the top lawyer position when he joined Marriott's legal department, Ryan answers without hesitation. 

"No," he says. "When you first start at a corporation, it's too far out there. You're looking way over the horizon if that's where you're looking. The people who come in and say, 'I'm going to be the next GC,' they're probably wearing their ambition a little too much on their sleeve and it may not help them."