Celebrating 10 years! 2007-2017

what do in house people do, exactly?

just curious, esp. those who are fresh out of law school or whiteguyinchina04/29/15
Mostly contracts -- indemnity/ insurance provisions and enfo supesnation04/30/15
I do mostly contracts as well. Negotiate, draft, amend, etc slothstronautesq04/30/15
Can I ask, did your knowledge come from law firm experience, superttthero04/30/15
I'm not sure what you mean in regard to following a business slothstronautesq04/30/15
I guess, my question is how you learned. In a firm you are a superttthero04/30/15
Ah, okay, makes sense. I had two internships in law sch slothstronautesq04/30/15
Don't forget DFARS PGI. lol. thedudeabides04/30/15
The one in-house guy I knew planned the hunting and fishing matador04/30/15
An accurate depiction was by painter Jan Steen, in his well- therewillbeblood04/30/15
Post Deleted. quantumfield04/30/15
1) Work on many different business transactions 2) SEC fil nowayoutttt04/30/15
I do #8. Herding outhouse counsel and trying to keep them fo disco04/30/15
Mostly, I draft and negotiate contracts for commercial opera hairypalms05/02/15
I manage litigation. I get to hit outside counsel up for tic jeremiahwright05/02/15
when you guys say you draft contracts, does that mean you co whiteguyinchina05/03/15
I think you underestimate the nature of contract drafting/ne hairypalms05/03/15
I worked inhouse and on a few M&A deals. The inhouse counsel jdtrash05/13/17
for M&A you really want the outside law firm's malpractice i dingbat05/15/17
I do litigation when a law suit is filed against the Company meshuggah05/13/17
How long have you been out of law school/practicing? retard05/13/17
How do you "do litigation" as in house? Companies in my jx c lolwutjobs05/13/17
In CA its ok to do it. I have about 3 years of experience. meshuggah05/13/17
I am finding this thread to be pretty interesting because I orange905/13/17
Haha, i find frequently the adjuster is just checked out or sjlawyer05/13/17
We have a case against a large city in the state right now. orange905/13/17
1) someone needs to actually understand what the outside cou dingbat05/15/17
Mostly contracts, playing politics (not by choice), and fiel isthisit05/13/17
may as well ask "what do lawyers do" or "what do doctors do" dingbat05/15/17



whiteguyinchina (Apr 29, 2015 - 9:15 pm)

just curious, esp. those who are fresh out of law school or with like 2-3 years experience in a law firm.

do you proof read contracts? i imagine you 'evaluate the legal risks of business transactions' but in practice i am not sure what that means, as in day to day work.

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supesnation (Apr 30, 2015 - 9:32 am)

Mostly contracts -- indemnity/ insurance provisions and enforcement of rights. Also, EEOC/ employment claims that are in my jurisdiction and other general legal matters, i.e. the company as a creditor.

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slothstronautesq (Apr 30, 2015 - 11:50 am)

I do mostly contracts as well. Negotiate, draft, amend, etc. This includes your standard vendor contracts, but also a lot of IP work (i.e. licensing, rights management). Also do a fair amount of presentations on processes, risk, best practices, etc.

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superttthero (Apr 30, 2015 - 11:54 am)

Can I ask, did your knowledge come from law firm experience, or do you basically follow a business person's directive and try to keep it legal and use your imagination to do your best? I mean, I assume with time you become familiar with the issues in your industry, so I guess my question relates more to early on in being hired.

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slothstronautesq (Apr 30, 2015 - 12:00 pm)

I'm not sure what you mean in regard to following a business person's directive. In what sense? Just to clarify, I have never worked in a firm.

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superttthero (Apr 30, 2015 - 12:09 pm)

I guess, my question is how you learned. In a firm you are a lowly first year or in a small firm an older atty sort of shows you the ropes. You see the contracts first and do due diligence. Maybe later you are asked to edit a section or research a part. You don't negotiate with opposing counsel or do large scale drafts until later in your legal career.

How do you go through that process in-house to get to being an expert? Did you have a lot of guidance from another attorney or a very law savvy executive, or do you kind of take your direction and goals from management and wing it?

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slothstronautesq (Apr 30, 2015 - 12:29 pm)

Ah, okay, makes sense.

I had two internships in law school (one in-house at a telecom and one at a gov agency) that exposed me to the wonderful world of contracts and the FAR/DFAR. So, I came in with some experience.

But, yes, I had an amazingly helpful senior attorney mentor. We literally sat next to each other (it was one of those companies that doesn't believe in offices) and I'd pick his brain all the time. Our group also maintained an internal database with useful information (e.g. which FAR/DFAR provisions can we accept in contracts, what's a good argument for not modifying our limitation of liability in contract X, etc.). But really you learn by doing. If you continue to throw yourself into the fire, you'll develop a negotiation style and you'll learn useful tactics from colleagues and opposing counsel.

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thedudeabides (Apr 30, 2015 - 12:58 pm)

Don't forget DFARS PGI. lol.

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matador (Apr 30, 2015 - 8:21 am)

The one in-house guy I knew planned the hunting and fishing trips. Other than that, I have no clue whatsoever.

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therewillbeblood (Apr 30, 2015 - 10:06 am)

An accurate depiction was by painter Jan Steen, in his well-known "In-House Lawyers Hard At Work":

http://www.pubhist.com/w3526

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quantumfield (Apr 30, 2015 - 12:58 pm)

Post Deleted.

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nowayoutttt (Apr 30, 2015 - 12:41 pm)

1) Work on many different business transactions
2) SEC filings
3) Handle disputes with customers and suppliers, as 99% of disputes get settled prior to filing a claim
4) Patents
5) Compliance
6) Internal employment matters
7) Handle products liability claims
8) Manage all litigation
9) Corporate M&A
10) Corporate governance and BOD affairs
11) I could go on and on

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disco (Apr 30, 2015 - 2:56 pm)

I do #8. Herding outhouse counsel and trying to keep them for screwing things up too royally.

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hairypalms (May 2, 2015 - 7:41 pm)

Mostly, I draft and negotiate contracts for commercial operations, R&D, clinical trials, support marketing team. Review company's proposed advertising and promotional materials. Liaise with outside counsel on various issues. Some IP and regulatory affairs. Support M&A.

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jeremiahwright (May 2, 2015 - 10:19 pm)

I manage litigation. I get to hit outside counsel up for tickets, lunches and rounds of golf. If I was not in love, I'd be tempted to tell them to send over hookers and blow if they want their bills approved or enough settlement authority to avoid a trial. I like bullying them. Telling them on a difficult case that it should not be a problem to get a no cause. Tell them their bills are excessive or I am thinking of going to my boss to get authority to shop the files around.

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whiteguyinchina (May 3, 2015 - 3:43 am)

when you guys say you draft contracts, does that mean you copy and paste from a company database of contracts? not like you creative write, you just copy and paste boiler plate clauses and insert variable terms?

when you say you deal with claims, is it just negotiation etc.? basically look at the contract, figure out your position, and argue from there?

when you do m&a for a complicated transaction, how do you know what you are doing? i did ma due diligence once on a major transaction and even had a conference call with a bunch of.big time law partners in a nonUS common law country. i truly had no clue about what was going on. shareholder rights, buybacks, tax implications, outstanding litigation, etc. how can one possibly do that without experience doing ma in a law firm setting?

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hairypalms (May 3, 2015 - 8:15 am)

I think you underestimate the nature of contract drafting/negotiating. Yes, there are templates, but this isn't merely populating form templates. There's a lot more to it than you suggest.

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jdtrash (May 13, 2017 - 11:15 am)

I worked inhouse and on a few M&A deals. The inhouse counsel's job is to understand the issues and possibly help with certain aspects of drafting/due diligence review. The best Inhouse counsel also spot business issues in the due diligence process and brings it to the attention of the business folks.

Some of the issues that outside counsel bring up are pretty complex and a lot of business people wouldn't fully understand the issues. It is your job as inhouse counsel to weed out the minor issues, make decisions on some of the minor issues, and then bring attention to the major issues that needs a "business" decision.

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dingbat (May 15, 2017 - 12:44 pm)

for M&A you really want the outside law firm's malpractice insurance on the line in case you missed something.

Even with repeating transactions, there's enough variation that real skill is required - first in spotting the unusual issue, and second in dealing with it. That requires both intelligence and experience. To give a really bad example, we once worked on a deal that had to be backdated. Happens all the time. Except, it got backdated to a weekend. Fastforward to the closing, and a few hours before the deadline it turned out that something was wrong.
So, (1), we had to figure out a solution to get the deal to close on time. Ordinarily, documents need to be signed by about a dozen different parties in various states, with approval by multiple law firms. We had less than 2 hours, so we needed to come up with a Plan B. (2) thereafter, every time a deal got backdated, we pulled out the calendar to make sure that it never happened again.

On another deal, we realized that on a prior transaction someone screwed up and there was a chain-of-title issue that no one had noticed. I guarantee that the hedge fund trying to offload the portfolio would have recouped that from the law firm that okayed the deal.
(we actually found a work-around, because it involved the smallest part of a fairly large portfolio, less than 1%, and it was a relatively small deal, but it was the first deal we were doing with a huge potential business partner)

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meshuggah (May 13, 2017 - 4:57 am)

I do litigation when a law suit is filed against the Company (a staffing agency) dealing with employment matters of temp employees we sent to clients.Mainly wage and hour, breaks and rest periods, harassment discrim wrongful term etc and HR consulting

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retard (May 13, 2017 - 6:08 am)

How long have you been out of law school/practicing?

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lolwutjobs (May 13, 2017 - 10:54 am)

How do you "do litigation" as in house? Companies in my jx can't appear, including in house counsel

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meshuggah (May 13, 2017 - 1:04 pm)

In CA its ok to do it. I have about 3 years of experience.

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orange9 (May 13, 2017 - 11:42 am)

I am finding this thread to be pretty interesting because I have had this same curiosity for a long time. I understand businesses wanting experience in M&A from big firms to help them with negotiating and drafting contracts and other business related activities that can be performed by lawyers.

I have only practiced litigation and have never had a non-human client so I have never experienced having an adjuster or in house person call the shots. I am having trouble understanding why big businesses hire ex-big firm lawyers to work in house to then manage litigation being done by litigators from the big firms, especially when the partner overseeing the case likely has more litigation experience. Does anyone have incite on this? I have had many cases where the person calling the shots for the client runs a serious risk of leaving the company exposed for a big hit, and the lawyer ends up going to a more senior person.

Just last month, had a case with a 100k policy, but based on certain caselaw and rules in my state I was in a position that the insurance company would have been on the hook for any verdict in excess of 100k. The adjuster was at 75 and thought she was doing me a favor, meanwhile the attorney and I both agreed it could be $120-150k at trial. The case settled for the full policy when the lawyer went to the adjuster's supervisor while the adjuster was on vacation. I guess my point is, why do businesses pay top rate for good law firms if they aren't going to listen to them anyway. I would be irate if I were a shareholder.

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sjlawyer (May 13, 2017 - 12:54 pm)

Haha, i find frequently the adjuster is just checked out or burned out. However, in my municipal litigation practice, with big towns, I find inhouse or corp counsel is too scared to go to council or the mayor to get approval. So we go to trial.

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orange9 (May 13, 2017 - 3:49 pm)

We have a case against a large city in the state right now. Looks like it just may go to trial. They offered 10k at a settlement conference last week for a case with a little girl who was burned by a leaking underground steampipe they had notice of. Victim is a 10 year old minority- could be worth a lot with the right jury.

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dingbat (May 15, 2017 - 12:39 pm)

1) someone needs to actually understand what the outside counsel is doing (e.g. which outside counsel to use)
2) In=house can only handle a certain volume, and may not have sufficient expertise, so it's up to the in-house attorneys to decide (a) when to settle, (b) what to fight, (c) if they have sufficient resources to manage the fight.
Note that this is especially a consideration for that one big suit that only occurs every few years, as opposed to the three nothing suits that get filed every month
3) sometimes you want the outside law firm's reputation and/or malpractice insurance on the line

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isthisit (May 13, 2017 - 12:43 pm)

Mostly contracts, playing politics (not by choice), and fielding dozens of phonecall/email questions from the different departments in the organization a day.

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dingbat (May 15, 2017 - 12:34 pm)

may as well ask "what do lawyers do" or "what do doctors do" or "what do engineers do"

It varies significantly, and not just from large firm to small firm, but even within a firm.
A large hospital may have in-house attorneys who only do HR, attorneys who only do compliance, attorneys who only do contracts, and attorneys who only do Med-Mal. I know Metlife has approximately 400 in-house attorneys. Or, say, G.E. has a large in-house M&A division, because they're doing transactions just about every week.

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