Top 10 Tips for In-house Counsel

During the First 90 Days

By: Isak Rydlund LL.M, Guest Contributor

So you landed the job of your dreams as in-house counsel for XYZ corp. Now what?

Law school doesn’t always prepare a new attorney for the challenges of the “real world”. All
of a sudden getting a bad grade is no longer the worst thing that can happen. All those long
nights spent getting everything “perfect” may no longer be possible or practical from a
business perspective.

When starting your career as in-house counsel in a corporate legal department you may find
yourself in a very small team and you are expected to be the legal expert from day one. When
a sales rep or purchasing manager emails you with a question on the latest contract draft or
when there is an HR issue with an employee, you are expected to know the answer and
provide a solution that is not only legally sound, but most importantly is good for the
business.

The size of the department will have a big impact on your first 90 days as in-house counsel. If
you are joining a company with a large legal department you go through an internal training
program. If the company is smaller you might have to search out your own training program
like the ACC’s Corporate Counsel University. No matter what the on-boarding looks like, we
have put together a quick and practical 10 step guide that will allow you to hit the ground
running.

1. Ask for an executive summary of the

company’s business plan and organizational
chart.
Most likely you already researched the company before getting the job; however make sure
you get a copy of the “official” executive summary of the company’s business plan and
organizational chart. These two will help you understand the future goals and objectives of
the company, and how the company is structured internally.

Knowing who reports to whom, how the official information channels work and where the
legal department fits in, empowers you to navigate the corporate maze and get stuff done
faster.

2. Get on-board with the company culture and

understand its history.
Before you start answering questions and throw out solutions, take the time to understand the
company’s history and culture. What goes on in the company, how information flows and
how decisions are made may not be immediately obvious and are heavily influenced by the
company’s history and culture.

3. Know the company’s key industry and

market.
Research each of the industries and markets in which the company is currently operating.
Look up who the main competitors are and how they operate. Dive into regulatory conditions
and trends in the industries and markets in which the company plays. Once you are done
looking at the current picture, start looking at likely expansion areas for the coming three
years. What are the key legal and regulatory areas that could affect the company’s decision to
move into a new industry or market.

4. Read the 10-K, proxy statement, annual

reports and SEC filings
Once you have taken the time to research and find out everything you can about the
company’s key industries and markets it’s time to take a deeper look at how the
company positions itself. Get your hands on disclosures to shareholders and investors. If the
company is subject to reporting requirements read the last two or three year’s of filings. 10-K
filings, proxy statements and annual shareholders reports are all important to read. If the
company isn’t publicly traded get your hands on any documents used to raise capital. These
can be pitch decks, investor one-pagers, monthly investor updates etc. Also don’t forget about
any documentation provided to credit institutions or banks.

Most of the information you will need to understand the company is already be covered in the
major filings. But there might be slight differences, take the time to go through any Form 8-K
disclosures and Form 10-Q filings.

Going back three years gives you a picture of where the company is coming from and a better
understanding of how things have changed over time. If the company is privately held,
review any shareholder updates and don’t forget to check that any accredited investor forms
are completed and signed.

5. Look for and review any public information

about products, services and company
activities released in the last two years.
This is a great time to reach out to the sales and marketing teams. You don’t need to deep
dive into the materials. Instead go ahead and form a 10,000 feet view of how the company
communicates with their customers identifying any potential “danger” areas.
6. Review the company’s contract
management process.
How are contracts and business documents such as COI’s managed within the company? Is
there a central repository? Are the documents accessible to you when you are outside the
office? Is there a formal process to track signatures and contract deadlines? If there is no
formalized process or central repository make a note to find a suitable solution for the
company.

7. Review the company’s “Due Diligence

Binder”
Everything you have done up until now has put you in the perfect position to tackle the
company’s due diligence binder.

The due diligence binder (physical or virtual) should contain all the items the company would
have to present in the event of a financing round, acquisition or audit. See the binder as the go
to repository for information about the legal and operational infrastructure of the company;
contracts, licenses, permits, documents outlining the operational responsibilities, insurance
certificates etc. When you are going through it make notes on how it can be improved. If your
company doesn’t have one, creating a virtual one should your first action step.

8. Review meeting minutes from the last

twelve months of board of directors and
committee meetings.
These should be part of the due diligence binder and you should spend some extra time
reviewing them. Since these are never public information they will give you a behind the
doors look. How are the directors interacting with the senior executives? Are there any
concerns about the business and the road ahead?

9. Set up meeting with the company’s

external professional service providers.
Your company may have external legal counsel and auditors. Meet with them after you have
done your internal review outlined above. They will be able to tell you about issues you
might not have already discovered. And, you get a chance to introduce yourself as a valued
business partner.

If you have uncovered anything that worries you or have questions, this is your opportunity to
discuss it. A secondary objective is to find out how these external partners work with your
company. What is the relationship? Who do they interact with? Is the relationship based on
personal connections or is it 100% business?
10. Meet with senior managers from the
different departments.
By now you have formed a very good idea of how the company functions, and what if any,
challenges there may be going forward. Now is the time to start laying the groundwork for
your road ahead as in-house counsel within the company.

Set up meetings with the senior management in each department and listen to their concerns.
This is the time to set expectations for both sides. Now is when you start building the
foundation for your reputation as a trusted business partner instead of the in-house counsel
roadblock.

Conclusion
Starting in a new role as in-house counsel is exciting and it’s easy to start diving head first
into work. Resist the urge to roll up your sleeves and dig into the work that has been piling up
on your desk before you came in. Taking the time to fully understand the how, what and why
of the company will help you do your job both in the short and long term. If you are joining
the company at a time of crisis, you might have to deal with the crisis immediately and space
out the steps outlined above. Your target should be to have these ten tips for new in-house
counsel done within the first 90 days.