Going In-house Q&A Resource Center

Review this treasure trove of advice and perspective from experienced in-house counsel at prominent companies in our Q&A Resource Center

Michael, Praktio’s founder, sat down with in-house counsel from different organizations across industries with legal departments of varying sizes. These conversations focused on questions law firm attorneys, especially with a litigation background, commonly have about going in-house. Please find these questions and their responses below, along with a summary of the responses for each.

It doesn’t stop here—Praktio is full of more resources to help you with mastering contracts. Check out our Contract Fundamentals course, and improve your skills on your own time.

Full Disclosure: Alex Middleton (one of the in-house counsel interviewed, whose responses are below) has consulted with Praktio.


Why Go In-house?

A great reason to go in-house is you have reason to believe you'd enjoy getting closer to the business of your client, working closely with internal business clients and learning about the business in depth.

I was working at a large law firm. I was lucky to have great opportunities for client contact, in some cases working on-site with clients for weeks at a time. I found that I really enjoyed working directly with business folks and that sparked my interest in possibly working in-house.

Melissa Hung, Senior Counsel, Airbnb

After only three years at a big law firm, I wanted to go in-house to be closer to the business and not just each deal, but I also recognized that my legal skills were somewhat limited by my lack of experience. My strategy was to first join a larger company with a big law department. I wanted the structure and knowledge support of a big law department. I wanted to be able to ask questions of other lawyers in the department who had previous experiences in the role I had.

Peter Katz, Former General Counsel, Duo Security (acquired by Cisco)

I was at a big firm, and I knew I wanted to apply my skills in another way. Of course, that's a role where you're really busy and stressed and not necessarily in the right mental place to think deeply about what to do next and how to make that move. I knew I didn't just want to jump out into the first lifeboat. I wanted to land someplace that was really going to be a fit in terms of skillset and opportunity. The 'why' was easy—the 'how' took longer for me.

Alex Middleton, Assistant General Counsel, A.T. Kearney

People go in-house for many different reasons. Sometimes the experience is different than the expectation. Often decisions are made due to dissatisfaction with one's current situation, which becomes the overwhelming driving force instead of thinking through what precisely are you looking for that would make you happier in your work life. Before I went in-house originally, I was working at a large firm. As a sixth year, I felt I knew what the future looked like at the firm, so I spent about a year looking at other opportunities and ultimately didn't see any job at the time that was more interesting than what I was doing, so I decided to stay. As fate would have it, shortly after that I ran into a former colleague who mentioned that a mutual former colleague had just left a position at GE, which was still vacant. As an M&A lawyer, I thought the GE position was intriguing and potentially interesting enough to take me out of private practice. The thing that made it worth it to me to make the jump in the end was the quality of the legal organization at GE at the time, the quality of the work, the level of autonomy, the variety of businesses I'd be working with, and the possibility for a long term career outside of M&A.

Cynthia Shereda, Vice President & Chief Counsel, Global Operations, M&A, and R&D Technology, PepsiCo

Working in-house might be for you if you enjoy working on several matters at any given time, learning new skills and substantive areas outside of your comfort zone, and interacting directly with internal business clients to solve business problems.

In-house departments and roles can vary quite a bit, so do your homework. Talk to in-house counsel contacts you have across industries and company sizes to get a better feel for what might be a good fit for you.

Careful not to let the slog of your current situation drive a rash or under-researched decision.

Talk to people. Talk to your clients. Get a sense of what they do. In-house is really broad. There's a lot of variety among in-house jobs. In tech, things change all the time, and there's not a lot of case law. Other industries are more established with less change and an established body of case law. In-house roles can look different at big, medium, and small companies. Depending on what you're interested in, talk to folks in different industries and different size companies.

Jennifer Broxmeyer, Associate General Counsel-Privacy, Facebook

A lot depends on the flow of work that you like. For me, I enjoy working on a wide variety of matters more than billing one or two matters for weeks or months at a time. I also like the interactive and cross-functional nature of in-house work.

Get as informed as possible about what in-house will look like for you. Think about the financial differences and be realistic about whether you're comfortable with the change. Get data about compensation packages, for example from friends or third-party surveys from recruiters. Overall comp package in-house can look very different compared to big law firms, so consider all the elements of the comp package, including bonus, equity, 401(k) and other benefits that can be a meaningful part of your overall comp.

Reflect on and be honest about what you enjoy doing. If you're an appellate litigator who really enjoys the more academic aspects of the work, writing meaty briefs, and reading a lot of cases, you're probably more suited to a law firm. If you're like me, and you enjoy doing a variety of work and interacting with business people, in-house might be a good fit for you. Talk to as many people as possible about what their day-to-day life is, across different industries, to see if it sounds like a good fit.

There's a very different skillset that's valued in-house versus at a firm. At a firm, specialization is so valued: being the one expert within a thousand-mile radius on an obscure topic can make you hugely valuable to a firm and helps differentiate you in your path to partnership. In-house, being a generalist is often highly valued. Rather than one particular subject area, you might find that your core competency is actually your ability to spot and connect issues quickly and communicate their business impact in an impactful way. You're still using your skills of advocacy, critical thinking, and analyzing complex problems, but flexing those muscles in a different way.

Another big difference: In-house, there's often a much less clear path to advancement. At most firms, advancement is lock-step and expectations are fairly clear. In-house, it can really vary depending on the size and maturity of the company, the industry, and/or the geographical market you're in. It's also less linear in the sense that 'horizontal' moves—across teams, regions, or subject areas—can be as important as vertical moves.

Melissa Hung, Senior Counsel, Airbnb

Think about what is ultimately your goal and make sure it's aligned with being in-house, especially at the companies at which you have opportunities. I say that because the fatigue of lawyers' current employment situations can lead them to decisions based on 'just wanting something else,' which for lawyers working in law firms, can become defaulting to going in-house as the solution.

Especially if you think you're leaving the law firm for better work-life balance, that's not always the case. So do your homework.

Peter Katz, Former General Counsel, Duo Security (acquired by Cisco)

How Do You Go In-house?

Review in-house job listings to get a feel for the types of jobs available, along with the skills and expertise expected for them.

Salary benchmarking guides are available (e.g., from large recruiting firms) to help gauge potential compensation packages (but these might or might not be directly relevant to the positions and markets you're considering).

For guidance on what to expect and how to have success, actively follow sites dedicated to, or with some topic coverage for, in-house counsel.

For filling gaps you have regarding substantive legal or industry knowledge relevant to positions that interest you, take continuing legal education courses and review relevant industry journals and materials.

I found it very useful looking at in-house job listings even when I wasn't interested in moving yet. It gave me a sense of the types of skills and knowledge I would need so I could go get them. Start well before you're ready to make a move so you can give yourself the time to build up your skills and resume relevant to the jobs you're interested in.

Once I got there, I had two wonderful managers at my first in-house job who were both in-house for awhile, and they did a great job training me.

Jennifer Broxmeyer, Associate General Counsel-Privacy, Facebook

There are some good resources online. Spend time on the online journals and sites: Corporate Counsel, Go In-House, Above the Law. More substantively, it's worth kicking the tires with Practical Law. Sign up for a free trial and peruse it. Association of Corporate Counsel (ACC) and other industry in-house groups, such as TechGC, have many user-friendly resources. There are lots of practical guides regarding what you do on the first week on the job, what are the questions they ask on the interviews. Even some of the large recruiters have these types of resources.

Peter Katz, Former General Counsel, Duo Security (acquired by Cisco)

Let's say you're applying for a job in a certain industry—say it's the chemical industry. I'd expect to be asked about industry-specific regulatory issues or big picture issues like how risk gets apportioned between manufacturer and transporter. Most big firms have huge libraries of CLE, and it's not hard to spend 15-20 minutes reviewing a packet of information about an industry that's new to you. It's useful just to familiarize yourself. You're not going to become an expert, but you can figure out what sort of issues might come up in a new industry.

I'd also take a 10-minute skim every few days for what's new on LinkedIn and on different job boards. I wanted to cast a wide net looking for a really interesting job opportunity.

Alex Middleton, Assistant General Counsel, A.T. Kearney

Build your personal network early on, well before you're actively looking to make a move. Have coffee, lunch, and drinks with second-degree connections before you have an obvious "ask."

Strategically let people know you're considering a move, so they can help you. Whether to do that within your firm depends on its culture.

Salary benchmarking guides are available (e.g., from large recruiting firms) to help gauge potential compensation packages (but these might or might not be directly relevant to the positions and markets you're considering).

For guidance on what to expect and how to have success, actively follow sites dedicated to, or with some topic coverage for, in-house counsel.

For filling gaps you have regarding substantive legal or industry knowledge relevant to positions that interest you, take continuing legal education courses and review relevant industry journals and materials.

There is no one way that is consistently better than others for finding in-house opportunities. I think of it as multi-layered, using online job search resources as well as personal networking to make sure that you are covering both the reactive and proactive approaches.

Peter Katz, Former General Counsel, Duo Security (acquired by Cisco)

Looking back on it, what I wish I had been more diligent about was attending to my personal network. I wish I started more of those conversations with people a degree or two removed way before I wanted to leave. Often you're going to find that next opportunity, not from your best friend, but with someone you touched base with six months ago. They just happened to think you're smart and capable and knew you were open to new challenges. Have those coffees, lunches, and drinks. It's hard to do, recognizing how busy everyone is—you and them. So it requires some real affirmative steps on your part to do that. But doing this in the year or two or three leading up to your next move opens up the field of opportunity.

A friend gave me some great advice: Tell everyone. Mention it at a cocktail party that you're open to the next move. There's no reason for this to be a shameful thing. Most of your friends (and even acquaintances) will want to be helpful. People can't help you if they don't know. It's a more delicate dance within firms. Every firm has a different culture, and they view this in different ways. Some may view it as disloyalty. I know people who piped up and got shunted onto undesirable assignments. But I know folks at firms that are progressive on this recognizing that nine out of 10 of the smart capable people they hire won't make partner. So, firms taking the long view want you to leave in a way that the firm supports so they can maintain the relationship.

Alex Middleton, Assistant General Counsel, A.T. Kearney

Not all in-house jobs are created equal and not all are equally a good fit for you in particular. Consider what you want to be doing, what skills you want to use and grow, what experiences you want to build, what tasks you enjoy, what work culture you want to be a part of, where you want to be professionally over time. And then discover how a particular opportunity stacks up against that.

To do that discovery, talk to people who might have insight into the company and the position, including current and former employees and the company's outside counsel.

Also, consider how empowered and respected the legal department is at the organization. To do this, look at the general counsel's title and whether they sit on the executive team. Chat with employees in the business functions that interact with the legal department and get their take on how they view the in-house lawyers and department.

Try to get an understanding of how the legal department is viewed within the organization. Where is the GC positioned relative to other company leaders? Does s/he sit on the executive team? Does s/he oversee other functions such as People/HR, Risk or Operations, which might indicate that s/he has a significant footprint in the company? I've been lucky to work under experienced, respected GCs who set the tone for how the legal department is viewed within the company.

Structure is also important. At my previous company, each business leadership team included a member of Legal. So when an issue comes up, you're a member of the team and already aware of the challenges the business is facing. You have the broader context. These structural things can show how Legal is viewed and treated within the organization, which impacts how well the lawyers will be positioned to be proactive team members.

Melissa Hung, Senior Counsel, Airbnb

When you are investing in one client—which is what going in-house is really about—you have to understand the business and the culture. You can't get by just satisfying the substantive requirements provided in the job description. You can have a highly successful interview if your skills match the job description, but it'd be unfortunate if you're not aligned with the company after getting there. Talk to other folks through your network who are current and former employees. Do you know any outside counsel who have supported that company? How about Board members? Seek them out. This isn't about whether the company or opportunity is good or bad. It's about fit and the potential for you to be successful based on the criteria that are most important to you.

Peter Katz, Former General Counsel, Duo Security (acquired by Cisco)

A challenge with going in-house is that there are more not-great jobs than great jobs in the world. That's true of every profession. Consider what the job would have you doing. Is it interesting to you? Are you working with other folks who are talented and supportive? Is it a humane place to work? Is there room to advance or are you just going to live in a little corner of the world forever? If you ask those kinds of questions and feel like the answer is 'nope,' this might not be a great job—at least for you.

Alex Middleton, Assistant General Counsel, A.T. Kearney

Find a place that respects and values the contributions of lawyers. That sounds like it might be an easy get, but that is not always the case, and it may not always be obvious. During the process, go outside the legal department. Spend time with the business folks you'll be supporting to get a fix on how they view the role, what has been their experience with lawyers, etc. Do they view the law department as a 'necessary evil' or as a 'strategic partner?'

Cynthia Shereda, Vice President & Chief Counsel, Global Operations, M&A, and R&D Technology, PepsiCo

Leverage the skills and experiences you have to tell the story of how they translate to doing the work of the new role effectively. As Alex Middleton (A.T. Kearney) explains, "Take a step back and think not in terms of the exact specific work you've done but what you learned from that and how that could apply to the ongoing operation of a business." Because you'll likely be doing different work and doing work differently, "[D]emonstrate a willingness and enthusiasm for broadening your practice," as Melissa Hung (Airbnb) explains. In-house work often involves learning new areas of law and helping to tackle new business problems or projects.

Anticipate the sorts of questions you might be asked. Don't be surprised if you're asked substantive questions related to the work you're doing. You might get presented with a hypothetical scenario that's realistic to the work, and you might be asked to explain how you'd proceed, what questions you'd have, or what issues you see. As Jennifer Broxmeyer (Facebook) explains, "A key differentiator is not just issue spotting but proposing alternatives and talking about how you would work with the business team to come to a practical solution. Ask questions that demonstrate you're really trying to understand how the technology works and what are the business goals."

Make sure to show your interest in the company. As Peter Katz (former General Counsel of Duo Security, which was recently acquired by Cisco) explains, "I want to know why you want to work here, not just why you are interested in leaving your current employment. Make the investment to learn how the company makes a living."

On top of doing your homework to prepare for the interview, don't forget to be present and perceptive in the interview. As Cynthia Shereda (PepsiCo) explains, "[B]e adaptable and flexible and read where your interviewer's head is at. That's what a creative, tuned-in lawyer does."

The biggest change moving from being at a firm to being in-house is you have to be extremely practical and efficient when in-house. When you're interviewing, people want to know if you have 10% of the time, how would you prioritize and work with the business. How would you calibrate risk.

Interviewers can gauge this by asking hypotheticals to see how you would react to situations. A key differentiator is not just issue spotting but proposing alternatives and talking about how you would work with the business team to come to a practical solution. Ask questions that demonstrate you're really trying to understand how the technology works and what are the business goals. Step back to understand what the business is trying to achieve here and how this fits into broader goals, so you can help see and craft paths to get there. To be effective in-house, you have to understand yourself as part of the team and your job as helping to get over the line lawfully and ethically.

Jennifer Broxmeyer, Associate General Counsel-Privacy, Facebook

If you're coming from a big law firm, that tends to signal you've developed skills for producing excellent work product and being rigorous in your legal analysis. A challenge, though, is you may be going from an environment where specialization is typically valued to one where being a generalist is more highly valued. If you're coming from a specialization practice, draw upon experiences in adjacent areas to show your potential for breadth, knowing your role is unlikely to be nearly as specialized. Most likely you'll be doing things outside your comfort zone, so demonstrate a willingness and enthusiasm for broadening your practice. A big thing in-house law departments are looking for is that flexibility and willingness to jump in when needed.

Cultural and team fit is really important. Most companies are looking to retain folks for a long time. Attrition isn't built into the model like with some law firms. Unlike at a law firm, where an associate reports generally to the firm's partnership rather than a specific manager, in-house you'll almost certainly have a dedicated manager whom you'll be working with consistently and closely.

Melissa Hung, Senior Counsel, Airbnb

I want to know why you want to work here, not just why you are interested in leaving your current employment. Make the investment to learn how the company makes a living. I'm gauging: 'How much investment have you made in coming to this interview?' The more prepared you are about the specifics about our company, the more impressed I'm going to be. It's implicitly telling me why you want to work for us and how much you really want it.

If the interview is just a regurgitation of your resume, I don't feel like I learned anything from the interview. We're trying to learn about each other. It's a two-way street. I always assume if we're bringing someone in, our recruiters have made sure they check the requirements boxes. All that can be determined before the interview. I'm using the interview to figure out if this is someone I want to work with. I want to see genuine curiosity to grow and learn. Are you excited by things that seem scary to some—ambiguity and questions with no 'right' answers—or do you worry there's not enough structure?

I've started using some tests. We'd give a candidate a marked-up agreement and ask them to tell us their thought process about issue spotting. It's easier on the contract side. Or we'll throw out some hypotheticals about providing advice to our business.

Peter Katz, Former General Counsel, Duo Security (acquired by Cisco)

Think about what sort of position you want, and consider how you can sell yourself into that role. Maybe you've been a litigator, but you've done a lot of witness interviews—maybe that can help you pitch yourself for a compliance role. Take a step back and think not in terms of the exact specific work you've done but what you learned from that and how that could apply to the ongoing operation of a business. Figure out how to tell your story (which itself is a skill litigators often have!).

I think about a BigLaw litigator wanting to go in-house in a role that's not purely litigation. The good ones will prep for those interviews and the likely questions that fall outside their day-to-day experience. I interviewed for a job with a blue chip company with a strong legal department (not my current job). In the interview, they asked me questions like, 'You have a software contract: Would you rather have IP reps or an indemnity and why?' They raised these questions in a late-round interview because many business people don't focus on downside risk issues as much—smart corporate counsel need to be conversant in those issues to understand how is this contract going to operate if we get into trouble. That's a place where a litigation background is actually quite useful. But it's also helpful to get a refresher on these practical contract issues and have a mental model for how these issues intersect with each other and your company's business concerns. It's not about knowing to the nth degree how the indemnification procedure should work, but you have to know how the different parts of a contract fit together to give a meaningful answer to these questions.

Alex Middleton, Assistant General Counsel, A.T. Kearney

It sounds cliché, but it's true: do your homework. How does the company make money, where does it operate (industry and geography), where do you think the likely legal challenges are, etc.? That's a little easier for a company like PepsiCo with a lot of information in the public domain. But warning: it's easy to spout off a few superficial things; asking deep questions about the business shows you've expended real effort in trying to understand the business and that you are motivated to get the job. Many lawyers see their role as too limited and don't spend the time really to understand the business model. It's not just about what a great lawyer you are.

Think creatively about the skills you've built so far and how they're useful and applicable to the role, the legal department, and the business over time. I'm really looking for people who are going to come and add value over the long term, who can learn and grow and have a genuine passion for the business.

Emotional intelligence is key—you've got to listen to what people are telling you, read the room and between the lines. You don't know what you're going to get in an interviewer. So, be adaptable and flexible and read where your interviewer's head is at. That's what a creative, tuned-in lawyer does.

Cynthia Shereda, Vice President & Chief Counsel, Global Operations, M&A, and R&D Technology, PepsiCo

If you present as "burnt out," only looking for a refuge from BigLaw, a prospective employer is likely to be unencouraged to invest in you. Work-life balance is important and gets at finding the right fit, but avoid solely asking questions that get at how little time you'll need to work.

As part of demonstrating your genuine interest in the company, make sure to understand how the company makes money. If it sells products you're able to access and try, be sure you've done that before the interview. And make sure not to walk into the interview with any competitor product in tow!

If all your questions make it obvious that you're burned out (only asking questions about work-life balance and flexible work without demonstrating a genuine affirmative interest in the work), you're raising a red flag.

Melissa Hung, Senior Counsel, Airbnb

Anybody who comes in and has not tried our product is a flat out 'no' for me. I don't know how you can say you want to work at our company without doing that. I want to know why you want to work here. If you haven't tried the product, I do not believe you can intelligently answer that question.

Peter Katz, Former General Counsel, Duo Security (acquired by Cisco

Think about your audience and how you'll present to them. Even small things can send big signals. If you come to interview at a consumer goods company and walk in with a competitor's product, that signals to me whether you have thought ahead about your audience and what you're implicitly signaling to them. It might seem superficial, but these are mindsets and skills that will make you effective (or not) working in-house with your business clients.

Also, don't drone on in the interview; don't just focus on the story you think you want to tell. Make sure you're asking questions. What are the interviewers' experiences with the company? Why do they love their job? Make it a real conversation.

Cynthia Shereda, Vice President & Chief Counsel, Global Operations, M&A, and R&D Technology, PepsiCo

Make sure to spend the first few weeks listening and learning. Talk to as many people as you can to learn the business and how the law department works across the organization. This also allows you to start to build relationships and plant seeds for the trust that will be necessary for you to support the business effectively.

Come in with the expectation that it's going to be different. Take the time, in the first couple weeks, to sit down with as many stakeholders as possible, both legal and business, to learn the business and products as much as possible. When I started my current role, I asked to sit in on the onboarding training for new business hires so that I could learn about the business model and product from a non-legal lens. Working in-house is so relationship driven, it's a great opportunity to get in front of people before there's a legal issue and be a friendly face.

Within the legal department, understand the flow of work and the organizational dynamics. A lot of that depends on the size of the legal department and company. I've worked in both larger legal departments and much smaller ones (two lawyers). In both places, it was important for me to understand my role and when other people needed to be brought in. At a firm, it's vertical, and you know who's 'above' and 'below' you. In-house, you're operating within a cross-functional matrix that can be very complex, and you need to know when to bring in marketing, finance, tax, etc. Understanding 'who's who in the zoo' can take some time.

One thing I didn't understand well until I went in-house is your core skillset as a lawyer is so much more than giving legal advice. You have to be able to break down complex issues to be understood easily by the business in a way that's useful for them. A really good sign is when your stakeholder is asking you to bring that skillset to bear on issues that aren't purely legal.

Melissa Hung, Senior Counsel, Airbnb

There's a book called The First 90 Days, which I read every time I start a new position. The gist is: Be in listen mode mostly early on. You probably do have great ideas and ways to improve things based on your past experiences. Spend a good amount of time investing in listening before presuming you know how to fix things.

When I hire someone, I give them a list of folks to schedule meetings with. Some are directly within the scope of the job (a primary internal client). Some are institutional folks—the OGs—the 'culture carriers.' These are the gatekeepers of the company's values and culture. Why did they join? Why are they still here? Others will be people within your job realm, your colleagues. Go meet with the other lawyers to find out how things work. How have they made inroads? What's been challenging or successful, and why? Usually it's useful also to go meet with external folks—go build your network. A luxury item of being in-house is you don't have to sit at your desk with the door closed. Get out and meet people similarly situated in roles at other companies. Build a network you can compare notes with across organizations and industries.

Beyond this, get really used to the idea of proposing solutions along with identifying challenges. Even if a proposed solution is that we should go ask someone else what they think. It's actionable.

"Every litigator's fear when they go in-house is they don't know enough about contracts," as Jennifer Broxmeyer (Facebook) shares. The good news is if you're going in-house, you better get excited and used to learning new skills and knowledge and stepping outside of your comfort zone, regardless of the experiences and skills you have when you first come through the door.

Hint: Praktio's Contract Fundamentals will help you fill gaps you might have with practical contracts skills.

Every litigator's fear when they go in-house is they don't know enough about contracts. But some of the best in-house lawyers are former litigators. You can supplement that knowledge. And remember, litigators have a lot of advantages coming in—you've seen things go sideways so you can issue spot well and speak credibly to potential consequences. Even better, you have a sense of what a regulator or judge will care about, so you can calibrate risk.

Jennifer Broxmeyer, Associate General Counsel-Privacy, Facebook

It's a common gap, so I wouldn't panic. Oftentimes at a big law firm, you're not usually doing day-to-day commercial agreements because the dollar value isn't worth hiring outside counsel, so even transactional experience at firms isn't necessarily the same as what you'll be doing in-house. There are ways to get up to speed quickly. ACC has a lot of great resources online—templates and tips. A lot of it is having a 'growth mindset,' a willingness to learn and to be resourceful. Once you get in, you can pick up those skills pretty quickly.

Melissa Hung, Senior Counsel, Airbnb

We've hired both substantive fits and folks on talent who show capacity to grow. We've been flexible and have come back to people. Maybe we have a better fit for this current role, but I want to work with this person down the road. They've made an impression so we will come back to them. We've learned that hiring solely based on experiential fit is short-sighted. It's much easier to teach someone the specific items required to do the job than how to be a good team member.

Peter Katz, Former General Counsel, Duo Security (acquired by Cisco)

I'll hire talent any day over experience. That said, you need to be able to show how the experience you do have is relevant. For example, if you are a litigator looking to do transactional work, reach out to your transactional colleagues and friendsto learn what they do. Then, reflect on your experiences—particularly if you have done commercial litigation, you will have seen firsthand how contract language/negotiation history plays out in a dispute. Think about the skills you bring that are relevant to the role that may be unique. Find ways to translate how those experiences would be useful in a transactional role. That means you, of course, need to understand what the role entails.

Cynthia Shereda, Vice President & Chief Counsel, Global Operations, M&A, and R&D Technology, PepsiCo

What Does In-house Involve?

The specifics of an in-house legal role will depend quite a bit on the company and position. Hear from some folks below about what they've encountered so far. In short, though, expect to learn new things on a regular basis and to work closely with business people to spot issues and solve problems to accomplish the business's goals.

At the healthcare technology company, my job was really varied—product counseling and working with the product teams to build new services and features, core compliance like employee training, anti-bribery, etc., and healthcare regulatory advising on HIPAA, False Claims Act, etc.

I had knowledge gaps when I started (I wasn't at all an expert on HIPAA), so in addition to targeted research to support the immediate work I was doing, I took CLEs and signed up for law firm alerts for particular subject areas to fill those gaps and stay current.

At Facebook, my work has also been wide-ranging, but focused on privacy counseling.

Having a prior in-house experience has been very helpful. I've accepted that I always will have subject matter gaps, especially in a rapidly changing field. One of the great things about being in-house, you have to keep learning.

Jennifer Broxmeyer, Associate General Counsel-Privacy, Facebook

I do primarily product and commercial work for a tech company, so my day-to-day work is incredibly interactive and varied, which I love. I spend my days meeting with cross-functional teams; advising on new product features; drafting terms, disclosures and customer communications; negotiating sales deals, vendor, or partnership agreements; or firefighting any number of other issues that can come up.

Melissa Hung, Senior Counsel, Airbnb

My day to day is pretty broad and varied. I report directly to the general counsel of a global consulting firm. I have colleagues around the world. In a given day, I might deal with anything from an employment issue, to helping out a project team that's in a jam, to contracting on a big new software tool we're procuring, to thinking about the integration of a company we just purchased. I have more experience with litigation than the rest of my team, and I think they still view me as a litigator to some degree. That's not a bad thing, and I can lean into this. A litigator knows how to assess a situation, identify the risks, mitigate them, and communicate with people about it.

Alex Middleton, Assistant General Counsel, A.T. Kearney

Success of in-house counsel depends on cultivating relationships and trust. This makes it much more likely that business people will come to the legal department early (instead of avoiding for as long as possible).

Building trust requires time spent listening and learning the business and helping business people within the company accomplish the company's objectives.

I spent considerable amounts of time building relationships with internal business clients, which allowed me to earn their trust. I want them to see that I can help them think through challenges and propose solutions.

To do this, you need to get out of the office and get to know people. You need to put time into the relationship to build the trust. Sitting in the legal department, we can't go find all the challenges. We need people to feel comfortable coming to us rather than finding a way around us.

Peter Katz, Former General Counsel, Duo Security (acquired by Cisco)

The thing you realize when you come in-house is all this legal advice is great but means nothing in a vacuum. I need to communicate it effectively so it's understood and supported by the business leads. In-house legal teams need to establish strong relationships with their business. You want to build enough trust so they want your insight in thinking through thorny problems (and not just after there's already a 'problem'). You're doing your job right, if they trust you enough to bring you in on that.

Alex Middleton, Assistant General Counsel, A.T. Kearney

Lawyers must be strategic partners to the business. Doing this requires using your lawyer skills beyond addressing the narrow 'legal question.' Anyway, most questions are a business-and-legal mix. As a lawyer, you have to be willing to know and understand the business so you can add real value; this is one of the things that lawyers often fall down on. You really need to get into the weeds so you can put yourself in their shoes and help tailor pragmatic solutions. Be a problem solver.

Cynthia Shereda, Vice President & Chief Counsel, Global Operations, M&A, and R&D Technology, PepsiCo

Unactionable Communication: In-house counsel need to communicate, and produce work product, in a way that's actionable for their business audience. Think about your audience, including what action they want to take with your communication or work. Communicate and produce work product to facilitate that action. At a bare minimum, this means being succinct (cut what they don't need) and clear (avoid jargon). It also means presenting potential solutions and working with the business to determine and implement the optimal path forward.

An Unwillingness to Grow: In-house counsel also need to adopt a "growth mindset." Use your past experiences as a jumping off point but not as a crutch. It's not useful to say "well, I'm a litigator" as an excuse for not learning the transactional skills relevant to your role.

Not Leading with Listening: Respect your audience and what's come before you. Not only does this help with building trust, but it also helps you learn the information you need to better understand a problem, the business's goals, and the best solution.

Taking the Narrow, Technical View: Taking a broad view of your role and your ability to be helpful includes building relationships and trust so that you're more likely to be brought in early to identify risks and opportunities others—without your skills and perspective—might miss.

Risk calibration—at a law firm, you tend to be giving advice when your client is in the worst possible moment so you want the advice to be conservative and comprehensive. In the day-to-day of a business, that approach is not practical or the best use of resources.

Avoid being wordy or technical in communications. Put yourself in the shoes of your business audience. They just want to know what they need to do or not do to move this project forward or make a decision. 'Here's the risk and here are three alternatives; let's talk through how important this is to you.'

Don't just raise problems without helping work through alternatives and solutions. To do that well, take the time to understand your business client's objectives to help figure out how to get there.

Jennifer Broxmeyer, Associate General Counsel-Privacy, Facebook

For contracts specifically, I have observed people being uncomfortable with taking on transactional work if they don't have experience with it or don't consider themselves to be a 'transactional lawyer.' It's a bit disappointing when you hear people say that. Having a growth mindset is really important in general and definitely for success in-house. If you're coming in-house from being an associate at a law firm, you've been practicing fewer than ten years—why assume that those first handful of years should set the direction for the rest of your career?

Another common challenge is learning to influence and talk to people in a different way. At a law firm, you're trained to give a more hedged, nuanced answer that may come with a lot of qualifications and footnotes. In-house, you're really pushed to give clear, actionable answers while protecting the company from undue risk.

I think the most effective in-house lawyers are those who don't view themselves as being removed from the business. As an in-house lawyer, you often have to give advice that isn't what your business team wants to hear. Don't just give your advice and walk away—commit to being in the trenches with your client and help them figure out the best way to implement your legal advice.

Melissa Hung, Senior Counsel, Airbnb

A new in-house lawyer commonly can struggle from not heeding the advice to prioritize company and community foundation, instead getting narrowly focused on 'the role.' That may serve the immediate need for which you were hired. What happens often, though, is this approach limits your ability to extend yourself. Focusing too much on the tactical tasks—and not on building the relationships—limits your ability to grow your impact and proactively counsel your business clients. It's hard to garner trust especially when folks might look at you as a button to push toward the end of a process.

Many in-house lawyers get frustrated about someone bringing them a non-legal question. But for me that's the highest compliment. First, the idea that a business client should know what a legal question even is, is unrealistic. And, second, that's a very transactional approach to what you ought to be viewing as a relationship, where you are a trusted member of the team working to accomplish business goals.

Peter Katz, Former General Counsel, Duo Security (acquired by Cisco)

Something I'm mindful of every day is this is a big place, and I don't know everything about it. Even though I'm no longer new to my role, I'm constantly learning about my company's history, our clients and the people within the organization. It's an ongoing education. A strategy litigators use in depositions is to ask a question, wait for an answer, and then wait a little longer. They'll give you more information that you wouldn't know to ask for. That works in non-adversarial settings, too, because many people like to talk about what they do. Be open and willing to be educated, and be respectful of people who know the history and the role. You don't have to discount your own skills or intelligence, but recognize what's come before you. Not only will you be able to give better advice, but it's also more likely to be heard.

Alex Middleton, Assistant General Counsel, A.T. Kearney

I can't emphasize enough how important it is to truly understand the business so you can translate the impact of your advice. Lawyers come in thinking they have their specialty and don't need to learn how the business actually works. They might be intimidated about learning something new (especially the 'numbers'!), or they may really think it doesn't matter for what they do. Take the interest. Make the effort.

Another struggle is thinking your role is still the same as it was when you were outside counsel at a firm. This can come through as an unwillingness to deal with ambiguity and risk and to be on the hook. You need to give business-oriented advice, which requires first understanding the business goals. Can it be done; how can it be done. That's when you gain respect. You speak in English, you understand the business, you offer practical guidance, and you're not afraid to give an opinion—clearly and concisely. I also can't overemphasize the importance of clear and concise communication. If you can't boil something down to a few bullet points and present it, you don't understand it well enough, and it won't be usable by your audience. Let go of having to give every detail. It was such a revelation the first time I encountered a lawyer who was really good at this. The business folks usually don't care about the case law, they just want the answer.

Cynthia Shereda, Vice President & Chief Counsel, Global Operations, M&A, and R&D Technology, PepsiCo