The document discusses the role of a business lawyer and how it differs from a traditional "law officer." It emphasizes that a business lawyer must understand the business of the organization, actively participate in business planning, and advise management effectively. A business lawyer needs both legal and managerial skills to guide the business through alternative paths with less risk. The document provides tips for business lawyers on communicating with various stakeholders like management, internal teams, external counsel, and in written communications. It stresses the importance of understanding the business perspective, clear and simple explanations, and following proper processes.
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Be a Business Lawyer: for corporate in-house legal counsels
1. ‘Law Officers’ to ‘Business Lawyers’:
an inevitable makeover
Muhammed Rafeeque
www.vlegal.in
2. It’s time to change the following
perceptions:
• I am responsible to provide only the legal
support to the company..
• I have nothing to do with the sales & turn
over of the company..
• Law officer not required to read a Business
plan
3. What is that Corporate is looking
for..?
• A lawyer who understands the business of the
organization;
• Active participation right at the business plan
level;
• The legal team should give ‘comfort’ to other
verticals;
• They should manage the litigation and disputes
without much of a hype;
• They should be competent to show the pitfalls in
the proposed business cases
• They should be able to show the alternatives if
something not legally viable.
• Advise the top management effectively.
4. Who is a Business Lawyer…? I
• A unique blend of a lawyer and a manager;
• Needs both legal and managerial skills;
• Can’t afford to behave like an outside
attorney;
• Should use his authority wisely;
• Should be polite but firm;
• Be able to guide business through an
alternative path where the risk is less;
• Communication skills (both verbal &
written)
5. Who is a Business Lawyer…? II
• You need to practice the following
– Quick understanding of business
– Specialization in some of the technical area of business;
– Attend sales, marketing & commercial meetings
– Understand the accounting & financial process;
– update the data protection laws;
– Follow the regulatory changes & try to link with your
business
– Have sufficient knowledge and update in
‘Labor/employment’ & Taxation
– Do some crash courses occasionally
– Follow the judgments; it shows the trends of judiciary
– Subscribe good news letters and follow up.
6. Legal Team interface
• Meetings with Internal
Customers
• Meetings with external Counsels
• Meeting with top management
7. Top Management
•Keen to know what is happening in major litigations
and proposals;
•A short and crisp MIS template is their favorite.
•Never urge to answer the questions in meetings, if
you are not sure: Any prudent man could grant you
few hours to examine the issues and revert;
•Never criticize a business proposal for want of legal
clarity at its molding stage; unless it is sought for.
8. Meetings with Management
• You are a Subject Matter Expert (SME)
• You don’t have to comment on operational
issues unless (i) it is called for; (ii) it is against law
• Listen & make your notes;
• Speak with simple & clear as and when required;
• Explanations may not be called for many times;
as people believe as you are SME
• It is wrong that you will be treated as stupid if
you don’t speak in a meeting;
9. A Common mistake with User Team
(Internal Customer)
• Most of the time they visit you under
compulsion;
• It is either as part of the process; or from the
instructions of Top Management;
• They don’t disclose the complete facts to you;
Because they don’t know what precisely you
want.
• And you assume it is deliberate..!!!
10. Meeting with User Team (Internal
Customer)
• look at the business proposal/agreement positively .
• May not be viable in a legal point of view. But for User
Department it has a huge business potential;
• Hear them out patiently and Ask questions as simple as
possible;
• Understand their perception
• Don’t be hurry to judge ‘yes’ or ‘no’..
• Remember: You exist for the business; not the other
way around..
11. Meeting with User Team (Internal
Customer)
• Never try to teach law to them; They have come for the legal
clearance;
• Check whether the proposal has clearances and approvals as per
the internal process;
• Confirm that user department wants a legal view; not regulatory,
finance, tax, or secretarial. In that case help them to take the issue
with appropriate team. Don’t say that “It is not Legal’s work”
• Never advise the User Department when you have a doubt on the
legal preposition; instead seek time to refresh before advice.
12. Meeting with User Team (Internal
Customer)
• Seek a couple of days more than you require;
• Maintain the agreed time frame. This will enhance the
mutual trust.
• Minute all meetings with user departments and circulate
forthwith (in case it is major proposal).
• Never heed to the ‘very urgent’ requests.
• If they are not happy with your inputs, turn them to your
boss; You don’t have to argue with User departments till
they don’t buy your point of view;
13. Written Communication
• You are measured by your written
communication;
• Use plain English;
• Make short sentences;
• Quote Law but explain in the purpose in simple
language;
• Connect both facts & law;
• Give options if the given proposal is not viable;
14. Meeting with External Counsel
• For him, you are one of his/her clients only…
• You are going to meet a person who may not be familiar
with your business
• He is not interested in your internal process.
• For a written opinion, make a brief for opinion containing
• (i) brief facts of the issue;
• (ii) details of your internal documents (Eg: License,
Memorandum of Association etc., and
• (iii) your point of views;
15. Meeting with External Counsel
•Brief for opinion should be drafted in consultation with
user department.
•Initiate an internal discussion with User Department and
ensure that all required documents are forwarded to
counsel well in advance;
•Most significant part of the brief is the clarifications you
need from the counsel. These questions to be in
consonance with the User Department’s requirements ;
•Check with counsel about receipt of the brief. Clarify, if
any.
16. Meeting with External Counsel
• At Conference:
• For a practicing lawyer the ‘time is money’ So:
• Be in time;
• Discuss the points without stories in between;
• Answer the queries to the point;
• Seek time for details if you are not sure;
• Stick to the ‘brief to the opinion’
• Top management always respect your external counsels;
• His feedback about you will have its weight..(in both ways.. )
• Maintain an excellent rapport;
• Control your temptation to talk about office politics;
17. Meeting with External Counsel
• Fix up the appointment for conference with
counsel. Bring the User Department
representative, if need so.
• If the counsel is not retainer and Senior
Advocates, it is better to have a consensus
about the fee payable;
• If it is litigation, do the home work thoroughly
before the conference; take sufficient inputs
from all departments concerned.
• Never provide more data/information to
External Counsel than required for settling the
issues.
18. A take away Piece
• Put in place of a process
• A well written process is the nerve system of any
organization especially for a support service. It
would make life easy of both user as well as legal
team;
• Never try to bypass the process unless a specific
instruction is received from higher ups.
• Legal Team, is being a detached entity, it can
impose the application of process. They can also
tighten the loose ends of any prevailing process.