Inhouse counsel

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Inhouse counsel /ˈɪnhaʊs ˈkaʊns(ə)l/ (n.)

A peculiar breed of flannelwright whose chief expertise resides in:

(i) knowing enough about the law to frame a sensible question about it for someone else, but disclaiming enough knowledge to competently answer the question by herself; and
(ii) having the tactical acumen to throw just such a hospital pass without anyone twigging that she has done it.

You can find detailed criteria — what it takes to excel at the job of steering emails — here.

The person who proves best at this behaviour over a sustained period of time gets to be general counsel.

Inhouse counsel are different from normal lawyers: more work-shy, less heroic about the number of hours, on the bounce, they can remain engaged in utter tedium without collapsing and being stretchered out. But then, without the time and attendance yardstick, the sole dimension of sustained concentration when gripped in the jaws of boredom and confusion is no great advantage.

Inhouse counsel and the difficult subject of value

In this and many other ways their incentives are inverted. Where a private practice lawyer is a profit centre — one that profits from discord: the more of it, and the longer it takes to untangle, the better — an inhouse lawyer resolutely is not. Inhouse counsel don’t generate revenue: they can’t — they are not allowed to. They cost revenue. This is not just by coincidence: the legal department is by its very ontology a cost centre.

This does not stop giddy general counsel, from time to time, alighting on the idea that perhaps they might like to be a profit centre.

To be sure, this would be an excellent corrective to the chief operating office’s disposition when it beholds the legal function: that it is a blight, a cost, a drag and, at the end of the day, a roadblock: a department stocked with expensive professionals whose main talent seems to be coming up with creative ways to say “no”.

“But many of our lawyers are commercial and creative, and they do contribute to the successful execution of banking deal flow,” the GC will think to herself. She may even articulate this to her management committee, and they will agree: inhouse lawyers are frequently vital. “So, why should we not be credited with our contribution?”

Here, if she is lucky, a brave soul on that committee will object: for it is easy to be carried away, but there are many simple, axiomatic answers to this question: the importance of segregating those whose mandate is defensive from those whose role is to seek out reward — that kind of thing. One can quickly become bogged down with distracting details and lose sight of the wood for all the argumentative trees. But there is a single word which should bring a GC to her senses if carried away with such a frolicsome idea: “Enron”. Enron is what happens when you turn a control function into a profit centre.

See also