Over negotiating a contract can make the business suffer and not negotiating a contract properly can expose the company. It is undoubtedly a skill that an in-house counsel must have to maintain the fine balance consistently in all transactions. Negotiating a contract in the right areas is the key and identification of such areas require a deep understanding of the business. The job of an in-house counsel cannot be evaluated on holding only legal acumen in today’s world. Mitigation of risk is not the only role an in-house counsel must play in business. They must also be assessed on how they facilitate the business and bring value to transactions. This part has many dimensions to it. The role of “facilitator of business” does not come naturally to an in-house counsel. Many struggle to acquire this skill and most of them fail at it which thwarts their growth in companies.

In a series of articles under the section “Introspection”, Mr. Khosla will illustrate the challenges of an in-house counsel role and decode the qualities, traits, skills and attributes that make a lawyer business friendly. This is the seventh article of the series. The first six articles of the series can be accessed at author’s Linkedin profile and at www.riteshkhosla.com.

n previous parts of this series, I have alluded, at a few places, to the differentiation between the role of a corporate lawyer and the one who practices law in a court or at a law firm. The latter provides legal services to its clients. In the former case, a corporate lawyer’s clients are various business units. If you have read previous editions of this series, which are written in continuum, you might think I am creating a paradox. On one hand I have advocated that a corporate lawyer must see himself as part of the business and not merely as a support function and on the other hand, I am going to talk about the need for corporate lawyers to perceive business units as their clients, which necessarily will require them to function as a support function.

I stand firm on my view that a corporate lawyer needs to adapt, act and create perception as that of a business facilitator. This part ensures he is seen as an integral part of the business equation over a period of time, not only by virtue of vetting the business transactions from the standpoint of legal risks and regulatory compliances, but also by using business and industry knowledge, time sensitivity in concluding the transactions and value additions, amongst others. However, at the same time, a corporate lawyer has to benchmark his servicing to business units of a company. In

This regard, it is not wrong to say that the stake of a lawyer in business affairs comes directly from his legal services. The other qualities, skills and attributes help him to embellish his legal job, thereby helping to establish him as a stakeholder. I believe this recognition comes when a corporate lawyer delights the business with his business friendliness in approaching the legal work.

Previously we have talked about ‘communication’, ‘know the business’ and ‘understand the industry’ as skills that every lawyer must inculcate to help him pave his way to become business friendly lawyer. He then needs to afford himself certain tools to delight the business units with his legal work. These tools are mostly soft skills which augment the technical expertise and help a corporate lawyer to create a positive perception about himself.

The below list is not exhaustive but what I believe are important traits of a corporate lawyer which lead to building his perception in a company. A lawyer either exuberates these traits instinctively as part of his disposition or acquires these over a period of time. The absence of these traits has the potential to thwart speedy success of a corporate lawyer no matter how good he is at with his technical skills.

• Have an opinion that weighs on business, not just legally: There are many aspects in all types of businesses which are quasi-commercial or quasi-legal. And these are typically sensitive corners of a transaction and require collaboration between commercial and legal people to come up with business solutions to address them properly in negotiations, risk mitigation and documentation. I regard these scenarios as perfect opportunities for lawyers to take a lead and create an influence on the transaction. A lawyer can create a niche space for himself quite quickly when he is able to augment business and industry knowledge with his legal expertise using communication. This combination, if used consistently, will provide the corporate lawyer an affable business outlook. Do remember that for an opinion of a lawyer to weigh on the business, it needs to be naturally evoked by his knowledge (legal, business and industry) and communicated in a way which can be easily understood by business.
• Be Forthcoming: A lawyer should be able to distinguish between a strategic and routine transactions for each business unit and not necessarily from the overall standpoint of a company. The strategic transactions are invariably time sensitive and demanding. Make sure you are able to put your best foot forward in supporting the business units for such transactions. TAT for each iteration during negotiations, calls during unsociable hours, reviewing and drafting in graveyard shifts, working under extreme pressure are some examples how strategic transactions turn out to be demanding. These are transactions which make or fail a corporate lawyer as far as building perception is concerned.
• Be helpful – work from inside the business and not from outside: A corporate lawyer’s profile involves advisory to business units to ensure legal and regulatory compliances. It is timely advisory that keeps the business units lubricated. How is the advisory approached by a lawyer says it all for business folks. When a business function approaches legal to get an approval for something they wish to do, it may be laced with legal or regulatory issues and hence may not be doable. An engaged lawyer will work with business from inside to see how a transaction can be completed by avoiding legal and regulatory issues. The approach of lawyers which is most appreciated is to be helpful and facilitate the transaction. This brings them closer to the business and they are seen as part of the business team. A business friendly lawyer who has to say ‘no’ to a transaction will most likely to say: ‘this can give us a legal/regulatory issue but what if we do the transaction this way as I believe we can overcome these issues. Let’s discuss’. It is difficult for lawyers to become a part of the core business team and an attitude of working from outside the business teams will ensure they remain out.
• Ownership of work: A lawyer may be drawing only a salary but it is still quite possible for a corporate lawyer to visualise himself to be the owner of the business he supports and how he would have liked to run it. Unnecessary delays, unnecessary lengthy negotiations, unfocused approach on petty things, missing the big picture (why the transaction is important), taking unwarranted leaves when you are at the helm of ship and required to steer the legal negotiations, etc. are some of the common irritants that dampen the spirit of the business people. A corporate lawyer needs to learn to empathise with business priorities. There are no other priorities in a company greater than that of business priorities.

• Facilitate the processes: Large organizations cannot function effectively without processes. Processes put checks and balances in a company’s operations and legal is an integral part of these processes. There are many processes which emanate from legal department or are tied with it. Processes can at times be counterproductive if the people managing those processes start exploiting them to their advantage. When a corporate counsel proactively facilitates those processes, it goes a long way to establish a rapport with business. An example would be a transaction requiring multiple approvals across the organization which are likely to take time but a counsel proactively working on the agreement (and perhaps even concluding it and keeping it ready for signatures) pending requisite approvals. This can save time for business to get started.

  Hard work and perseverance are a given in any endeavour of life. A lawyer’s professional life too heavily relies on these two traits which, from a corporate counsel’s perspective, act as a primer to give sheen to his technical as well as soft skills. The above list is certainly not exhaustive but what I regard is likely to help an in-house counsel to develop wings, quickly.

  “Work-life balance”, which is corporate world’s newest fad, eludes legal profession most of the times due to the very nature of this beast. It is generally tough to achieve work-life balance in a corporate world but it is tougher in my view for corporate counsels.