After 25 years working in-house, including the last 15 as general counsel to both publicly- and privately-held companies, I am returning to private practice. But as I make my move from inside to outside counsel, I thought it helpful to provide advice to those who are contemplating a move in the other direction.

If you are an outside counsel contemplating a move in-house, how will your skills transfer to your new role as an in-house lawyer?

Outside counsel typically are retained for a particular purpose. They are specialists, hired guns.  They are expected to resolve a case, close a transaction, or draft a contract. The client is paying for and expects a dogged, single-minded determination in getting the job done—both well and efficiently.

Your specialty may serve you well if you join a large in-house legal department. Many of these legal departments are run like law firms, with practice areas for various disciplines—securities, compliance, privacy, real estate, human resources, etc. If you join an in-house legal department like this, you may be expected simply to continue to do what you do best only with a singular focus on your new employer.

But if you move in-house, especially as general counsel or as part of a smaller legal department, your job likely will be less defined. You undoubtedly will be asked to do things that are outside of your specialty or comfort zone. What then? What does it take to succeed in this environment?

Without doubt, your skill as a lawyer is the ante required to play, but your business acumen will set you up to win. My advice is centered on the latter part of that equation. To succeed in your new position, you must balance your primary role as a lawyer with your larger role as a business executive. 

My philosophy can be broken down into six, interrelated principles: (i) ask questions, (ii) act with integrity, (iii) expand your circle of influence, (iv) fill vacuums, (v) be transparent and respectful, and (vi) understand that business is relational.

1. Ask Questions

You don't know everything. Take time to learn the nuts and bolts of the business. Whether you are just starting a new position and need to learn the business generally, or you are helping develop a strategic or tactical approach to a new challenge and need to understand the context in which your advice is sought, ask questions. Don't be afraid to show your ignorance. In fact, you can learn a lot from your business counterparts. They have a wealth of experience in the field. They have lived in the nuance of the practical world. They know the customer and the competition. Don't shortchange that knowledge. Understand and try to work within the framework of that world. You don't have the luxury of providing advice in a vacuum, and, even if you trust your instincts, test them with your business counterparts.

Early in my in-house career I was told in a review that it's not enough to be right—you also have to bring people along. The best way to do that is to ask questions. This serves several purposes. One, it shows humility and engenders trust in your advice. When you ask questions, you're admitting that others have information that can inform your decisions. Two, you gain valuable insight that may challenge your assumptions and affect the options you are considering. Three, when others are invested in the process, they are more likely to buy-in to and follow your advice. The bottom line: by understanding the business and generating buy-in from your business associates, you more likely will contribute to the company's success.

2. Act With Integrity

I began my in-house career at a consumer products conglomerate: a holding company that owned among its portfolio of power brands a tobacco company and a manufacturer and marketer of distilled spirits. I remember well traveling with my mentor, then an associate general counsel, and asking him how he morally justifies working for cigarette and spirits maker. He told me he acted every day ethically and appropriately within the law. He took pride in his work. His work, he said, was a reflection of himself, and the work of the department was a reflection of the company. He taught me the value of personal integrity—doing right and doing well.

Later in my career, as general counsel and chief compliance officer of a publicly-traded company, that ethic served the interests of both myself and the company. It gave me moral standing with the board in particular and within the organization generally to successfully conclude internal investigations of senior officers including a board member, to undertake on behalf of the company a self-disclosure to U.S. Customs, and to recall a profitable product.

But integrity means more than ethical conduct; it also means doing things well. In reviewing distributor promotions and consumer advertising, it means paying attention to grammar and spelling—ensuring that company's public image is protected meticulously and consistently. The same is true for contracts with business partners and dealings with competitors and trade associations. Your work product is a reflection of the legal department, and, by extension, of the company. You are a lawyer but also a business executive: protect the company but also protect its reputation.

3. Expand Your Circle of Influence

One of the attractions of working in-house is that you don't have to generate business and you can focus on one client. Not so fast. A business is made up of multiple internal clients, and your success depends on winning the confidence and trust of all of them.

The Board. The C-Suite. Human Resources. Finance and Internal Audit. Sales and Marketing. The engineering staff and new product development teams. Supply Chain. Import-Export. To be successful, the legal function must influence all levels of management, across departments and geographic boundaries. It's not enough to help one group to the exclusion of the others. You must ingratiate yourself to them all. To paraphrase Cheap Trick, you want them to want you. It is not effective to operate by fiat. In short, you have to be a rainmaker even within the company where you work.

If you ask questions and act with integrity, you will engender confidence within the organization and develop referral business. Success breeds success. Business teams will see the value you add: they will want you involved in the next project and they will recommend you to other teams. Help other teams achieve their business objectives in a similar manner, and they will become a source of internal business referrals as well. This is important because you want the business to consult with you early and often so that with your input, mistakes can be avoided, risks mitigated, and business objectives achieved. By expanding your circle of influence within the company, you will help drive business growth and become a valued contributor to the company at large.

4. Fill Vacuums

As you work across functions, management levels and geographies, you will see things that require attention. Sometimes you will spot legal issues that can be addressed before they fester into legal problems; sometimes you will spot business issues that can be addressed before they drain away profit margin. It's not enough to call them out. Volunteer to address them.

When product liability litigation revealed safety issues that could be mitigated to prevent or lessen the likelihood of similar claims, I proposed creation of and volunteered to lead an international team of engineers and sales and service associates to conduct a failure analysis of the product and a comprehensive review of processes and protocols surrounding the marketing, sale, installation and service of the product. This was more a business project than a legal one. We retrofitted the installed base, modified the new product, improved the signage and warranty, revised protocols for the sale, installation and service of the product, and prepared a safety video for distributors, installers and customers. The project generated significant goodwill for the company, and sales of the flagship product improved dramatically.

Another example: after working with the engineering teams to revamp our new product development systems, we mapped our patents and those of our key competitors. The project revealed significant white space in a critical and developing industry technology. Armed with this knowledge, I wrote a confidential memorandum to the CEO outlining patent acquisition opportunities to stake out a leadership position in the nascent technology. As a result, acquisitions were approved, initiated and concluded, and served the company well as it moved aggressively and successfully into new markets.

The point here is to fill vacuums. When you see something, say something, and, more importantly, volunteer to do something. By filling vacuums, you will expand your circle of influence within the company, add value in unexpected ways, and benefit both the legal function and the company in the process.

5. Be Transparent and Respectful

If you ask questions, act with integrity, expand your circle of influence and fill vacuums, you will help drive growth in the company, and, undoubtedly, in the demands placed on the legal department. As you grow the legal function, a new skill will be required of you: management of others. Be honest with those who work for you. Give them clear direction on what is expected of them, and hold them to it. These are clichés, but treat others as you would like to be treated, and praise in public and criticize in private. Remember that the legal department must always serve as an example to the company's other functions. This is most obvious in the area of human resources. You will advise other departments to document employment issues and engage in progressive discipline, so do that within your department as well. These simple rules envelope both transparency and respect.

Respect also means trust. Trust your team members to do more than they think they can handle. Train them to succeed, but resist the temptation to micromanage. It is okay for you and your team members to operate “just under the water's surface” —that is, to be so busy or challenged as to feel a bit overwhelmed, like you are treading water. This not only demonstrates trust in yourself and your team, but will keep you and your team sharp and engaged.

6. Business Is Relational

The most important lesson I learned in law school was from my contracts professor, Ian Macneil, who instilled in me as a first-year law student a valuable lesson—business is about relationships. Professor Macneil wrote extensively on the relational theory of contracts. He broached the subjects of consideration, offer and acceptance only toward the end of the first semester, stressing instead the importance of using contracts and, in particular, the negotiation of contracts, to establish a relationship of trust between the contracting parties. Rarely will a contract document be a truly discrete transaction. Rather, it is the framework within which the parties will transact business—a lasting relationship from which both parties intend to benefit.

It is easy to win an argument or the language you want in a particular contract provision, but understand that your victory may come at a cost. Understand the underlying value of the relationship to your business and to the other side. This comes back naturally to my first point: ask questions. Learn the context within which the parties are conducting business and what each side wants from the relationship. For this, your team members in the business often hold the key—they operate daily in that world.

Work to understand what the other side wants in a negotiation, and provide it to them if you can do so without jeopardizing what your team wants and expects from the relationship. It is okay, for example, to develop a trusting relationship with your counterparts on the other side of a transaction, even in litigation. In a bet-the-company patent litigation, I met early over lunch with the plaintiff's general counsel; the personal rapport we developed and the understanding we gained of each party's priorities helped each of us reach an appropriate settlement when the time was right.

To get the job done and done well, you may have to step into a business role now and again. Is there another way to accomplish your company's key objectives and still provide the other side with what they require to get the deal done? Fill that vacuum. Speak up and propose a solution. When a customer wanted proof of concept before purchasing a new product, I proposed an equipment lease with an obligation to purchase the products when certain key performance indicators were achieved. The solution focused on establishing a relationship, not on winning the discrete transaction.

You will find that a “relational theory of business” can help you tackle the internal politics of your own organization as well. You often may find that the most difficult negotiations are with your own team, especially early in your in-house career when business associates may view you strictly as a risk avoider. Business naturally encompasses risk. Be honest with your business associates about the risks you see with their approach and helpful about alternatives to achieve their business objective. Your goal is theirs as well—to drive business growth.

Asking questions, acting with integrity, expanding your circle of influence, filling vacuums, being transparent and respectful, and understanding that business is relational will help you build a reputation within your company and industry as a can-do, business-focused lawyer. Noel Elfant is the founding member of General Counsel Practice LLC, providing experienced business-focused legal advice at a fair, fixed fee.