Understanding Business – For In-House Counsel

The role of in-house counsel carries with it peculiar challenges not seen in the realms of private practice. Understanding how the broader business views in-house counsel and encouraging positive engagement with the legal “department” can assist in developing a positive perspective both looking out from legal and for the business looking in.

From in-house experience (General Counsel) at both a multinational Fast Moving Consumer Goods (FMCG) company in international jurisdictions and as part of a legal team in an Australian logistics company, I’ve learned several lessons along the way to encourage a positive view. Largely, it’s about understanding the drivers and motivations of the varying departments and functions within a business; about embracing those drivers as a means to share the perspectives of the legal department and about setting a framework for productive business relationships. In short, engagement and understanding are the foundations.

In-house counsel is the “General Practitioner” of the legal world. Along with being expected to be a “legal expert”, we’re also expected to provide a contribution to the broader business. Further than simply providing an answer to a legal question, it’s our role to identify a legal strategy that helps the business to achieve its aims. In business terms, we’re expected to “create value” rather than simply “offset cost”. Such a contribution can only exist where the foundation of understanding has been set.

The first lesson, then, is to dedicate time to other departments within the business. Asking questions leads to an ability to formulate meaningful answers. What does each department do? How do they fit in to the business overall? How do they make decisions?

Of course, General Practitioners in the medical realm often work in collegiate environments – in-house counsel in the legal world is often alone or in a small team at best. That team is then often spread across multiple sites (even multiple jurisdictions), which can be compounded by a trend to work from home. Recognition of that isolation as a challenge is the best way to address it. Continuing Professional Development is perhaps of even greater importance to in-house counsel (finding relevant programs, however, can often be a challenge). Look for opportunities to create or join a community – find an informal network of in-house counsel, join the Association of Corporate Counsel and look for specific CPD programs from Law Societies across jurisdictions.

When considering CPD (in Tasmania), recall that Practice Guideline 4 requires “business skills”, “professional skills” and “substantive law” components. For in-house counsel, this provides an opportunity to learn skills from across a business to generate a broader range of skills; seek our finance, strategy and project management courses.

The second lesson is that our view of ourselves, as in-house counsel, is often significantly different to that of the business itself. In short, we’re part of the business. Specifically, we’re not external counsel (it’s even in our title!) – but the business often sees that more clearly than we do. Whereas external counsel might wish to clarify a question and provide a clear answer, in-house counsel requires more nuance – what is it that we’re trying to achieve and what other ways might we go about it?

Achieving that nuance isn’t easy, but it can be simplified through understanding the motivations of various department. Sales, for example, are often driven by productivity. Marketing can be driven by emotional intelligence. Insights/Intelligence can be driven by decisiveness, Finance is often driven by detail. Tailoring our legal interaction to those drivers can lead to greater understanding and an easier path to adding value above and beyond simply providing advice.

The third lesson is that the people in the rest of the business think that we think differently. Often times, they’re right. Spend long enough as in-house counsel and you’ll inevitably hear your team referred to as “the Department of stopping things from happening”. The regrettable result is that we’re often involved in projects or programs too early – or too late (both resulting in a problem).

JP Morgan put it well when he said “I don’t want a lawyer to tell me what I cannot do – I want a lawyer to tell me how to do what I want to do”.

To reach that pinnacle, we need to bridge the divide in thinking. It’s important that we understand – and share with our colleagues across the business – how we think differently. Acknowledging that the business works in a VUCA environment (volatility, uncertainly, complexity and ambiguity) is one step; explaining that legal looks for certainly is the next. The key to promoting understanding of the difference is risk. We have a very different understanding of risk (commercial versus legal) but, after all, what is a contract but the allocation of risk?

Address our different approaches to risk requires constant and concise communication. Think of it as internal marketing. Communicate to develop a shared risk appetite, a shared understanding of timeframes and a shared understanding of “no go” areas (such as uncapped liability or consequential loss). Communicate to develop an acknowledgement of when we should be involved (not too early, not too late) and how to get us involved (for example, “you make the deal and we’ll write it down”).

The fourth lesson is perhaps the most important but also the most difficult. Leave aside the concept of “instructions” – they belong in the external world. Look to go beyond the brief by considering how to contribute to the project, the task or the event. What can the legal department do to enhance the business?

Lesson five is straightforward and we’ve all heard it many times – write for business, not legal. Translate back to legal language once the deal is done.

Finally, lesson six is to overcome our natural desire to be hands on. Lawyers can be challenged by the necessity to delegate (I once dealt with a legal team of 160, all of whom reported directly to General Counsel), but a necessity it is. The rest of the business has learned to delegate effectively – you need to do the same.

With those lessons in mind, and having been invited by the Law Society to provide some reflections on what that means, here’s the take-out:

• Law has the highest rate of “imposter syndrome” of all professions – and is highest in the in-house sector. Remember that you’re in the role because the business believes that you are the right person for the job. They trust you – you need to trust you, too.
• You are part of the business – not separate to it. Claim your seat at the table and demonstrate that legal is a valued contributor to the business.
• The best way to demonstrate that legal is an enabler rather than an obstacle is to deliver tangible results – and to talk about them. Deliver beyond the brief and share what you’ve achieved.

if you would like to hear this author speak on this topic, see the recording of his last CPD seminar here.

Andrew Gregson
April 2025