When I decided that I wanted to write this column about lawyers, it was amazing how many lawyer jokes popped into my head. When I mentioned to a colleague my idea for this column, she told me a couple of good ones I hadn’t heard before. (We here at TechRepublic are far too professional to peddle cheap lawyer jokes—though we know some great Web sites, if that’s what you’re after.)
In fact, in this column, I come not to slam lawyers but to praise them. Really.
For most IT managers, when lawyers get involved, bad things happen. (Ironically, that’s often because they wait too long to get the lawyers involved, but that’s another story.) Lawyers are typically people who tell you why you can’t do what you want to do, or why it will cost a lot to do what you want to do. No wonder we’re more than a little aggravated or intimidated by attorneys.
Right now, I want to focus on how you can use your organization’s attorney as a resource instead of as an obstacle. I’ll provide several examples of how discussing an issue in advance with your company’s lawyer could be the smartest thing you ever did.
The varieties of corporate counsel
Before I start, let’s review the different arrangements companies make for legal services. They can either use in-house attorneys or have an arrangement with an outside law firm. (In fact, many firms use a combination of in-house and outside counsel, but to keep things simple, let’s limit our discussion to these two options.)
What difference does it make? Well, for openers, there’s the question of cost. For example, as part of CNET, we here at TechRepublic use the company’s legal department for most legal issues. Prior to being acquired by CNET, we didn’t have in-house counsel and had an arrangement with a big law firm. I had a list of the firm's associates or partners that I could call, depending on the issue. The guy who handled copyright issues was outstanding. Whenever I had a problem, he always took my call and was willing to spend as much time as I needed brainstorming ways to solve it.
I mentioned to him once how helpful he was. He laughed and said, “Bob, it’s just like when you climb into a taxi and the cabbie starts the timer. He’ll drive you forever. The farther you ask him to drive, the more money he makes. You call me, and the clock starts running.”
You get the idea. So the first thing to remember about consulting your company’s law firm is that it costs money.
The second thing to remember is that the law firm is representing your company or organization and not necessarily you personally. The firm's responsibility is to safeguard the legal interests of its client—your employer. Depending on the situation, your interests and those of your employer may be different, so keep this in mind. Having said that, on the vast majority of issues with which you would deal with the company’s law firm, your interest and your employer’s interest will be one and the same.
Lawyers: What are they good for?
Now let’s discuss the kinds of issues where you can benefit from consulting an attorney. Some of these are fairly common legal situations, but a couple of them might surprise you.
While HR needs to be deeply involved with all difficult personnel issues, when litigation is a possibility, you need to consult an attorney. One note: At some organizations, the HR department deals with law firms that specialize in employment law.
Also, remember that you don’t have to wait for your HR representative to suggest talking to counsel. If you’re concerned enough about potential liability, make the suggestion yourself. Finally, depending on the situation you find yourself in, make sure you understand if you have personal liability separate from your company’s potential liability.
If you’ve negotiated a contract with a vendor, chances are you’ve dealt with an attorney. In fact, I would argue that you would be irresponsible to sign a contract without having an attorney review it. Further, if you talk with your attorney on the front end and explain what you want, your attorney can help you shape the negotiations and the initial drafts of the contract.
Contrary to popular opinion, law is not an exact science. While many areas of law are settled questions, others aren’t. Lawyers can predict what could happen if a particular case goes to trial, but they can’t know for sure. Therefore, good lawyers become experts at risk assessment, establishing the potential vulnerabilities of their clients and working to minimize their exposure.
While most IT managers are good at technology risk assessments, they are weaker at determining risk in their business practices (for example, the implications of dumping a bad outsourcing partner). That's where a good attorney can help.
Business contacts and recruiting
On Perry Mason or The Practice, lawyers spend all their time in court defending clients in criminal trials. In the real world, of course, lawyers as often as not act as facilitators, helping companies execute their business strategy. For most corporate attorneys, their personal networking skills are every bit as important to their success as their ability to write a brief or contract. Take advantage of those networking contacts. If you’re looking for a trustworthy vendor, your attorney might be able to help. If your attorney can’t help you personally, in many cases he or she will know someone who can.
In the same way, if you’re having trouble filling a high-profile job opening, ask your corporate attorney for help. Again, your attorney may well have worked with someone in the past that can help you find a good candidate. (Of course, if your company uses an outside firm, make sure you ask if any contact your attorney refers to you is currently a client of the firm.)
Conflict of interest or malfeasance
If, for some reason, you can’t trust your supervisor or your chain of command with a particular issue, you might be able to go to the corporate counsel for help. For example, suppose your boss was pressuring you to recommend a specific consulting company for an application development project, and you learn that your boss has a financial interest in that company. If you don’t feel comfortable confronting your boss, consider contacting your company attorney. What I said earlier about the corporate attorney’s duty is every bit as true for your boss as it is for you. In other words, in case of conflict, the corporate attorney is working for the company and not for your supervisor. Of course, going around your supervisor to the corporate counsel is a high-stakes game. Make sure you understand the implications before you proceed.
Lawyers are more involved in the political process than almost any group. If you’re looking for a contact in local or state government, your corporate counsel can probably help.
Use all the arrows in your quiver
Let’s face it. If you’re like most of us, you’re being asked to do more with less every day. You’ve learned to stretch your capital budget to the limit and found ways to make your existing hardware last longer and handle more capacity than you would have imagined. Resources are very tight.
That being the case, don’t miss a chance to get assistance with some of your thorniest business problems. Your corporate attorneys can help. Believe it or not, that’s their job.