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Corporate Counsel Connect collection

July 2015 edition

Knowing what you don't know

Tanya Avila, SecureNet LLC

Tanya AvilaI'm often asked what the biggest difference is between in-house and outside counsel from the practicing attorney's point of view. In honesty, I don't have a great answer since my only experience at a firm was doing summer internships during my 1L summer. What I do know is how it looks to me now, having more than a decade of in-house practice under my belt, sometimes as a client to my outside counsel colleagues.

The biggest difference isn't the billable hour, the work/life balance, or even the amount of time spent on client development. The biggest difference is in the way we think. Law firm lawyers think like lawyers, exclusively. They issue spot and will list every conceivable outcome. They will agonize over the risks of a sloppily written indemnification clause and will argue for days over the psychology of selecting a venue. And they are very, very good at knowing what they don't know and seeking help when they reach that point.

On the other hand, in-house lawyers think like an amalgam of lawyer and business person. We don't have time to analyze every little issue, just the big ones. We don't have the luxury of caring about the .01% chance that venue will come into play, because if we get there it's already done irreparable harm to our business. We make decisions based on half the information all the time, and often go with our gut when it would take too long to shepardize the latest case law on how arbitration clauses are being interpreted by the courts in various jurisdictions. This is what I call practicing law at the speed of business. If we don't get a "good enough" answer now, they won't wait around to ask us for our perfect answer next time. So we speed through and take calculated risks (after fully disclosing and getting buy in on the risk profile with the company leaders). And we often suck at knowing what we don't know.

This is especially true for those of us who practice in small or solo legal teams that have to support every aspect of the business, often on a shoestring budget. And it makes our relationships with law firms so much more valuable. By being our sounding board on new issues when they arise, a law firm lawyer can position themselves as our partner in this journey and not just the legal expert in a particular area. By tactfully pointing out general areas that need to be considered – and not the laundry list of every single potential issue no matter how minimal – a firm lawyer can gain a reputation as being reasonable and practical. Which is great if you want me to send you business on those issues I need outside help on, and even better if you ever want me to recommend you for that in-house opening that someone told me about.

About the Author

Establishing a new legal department for the third time, I've come to realize that it's the business person behind my legal mind that adds the most value. I was lucky enough to have started my legal career at among some of the most talented lawyers I've ever met, where I was taught to never stop learning and developing myself as a lawyer, business partner, and most importantly, as a person. Since then, I've moved through a very diverse group of employers; starting as the first and often only in-house attorney for a manufacturer, ecommerce platform, and now running the legal show at the best payment processor in the biz. As a graduate of Arizona State University and Arizona State University College of Law, I am a member of Arizona and Texas bars. In my limited spare time, I blog about the inner workings of the in-house legal department ( and enjoy spending time with the future boy band, ‘The Avila Boys', otherwise known as my sons Zander, Gabriel and Slate. And yes, I know how extremely lucky I am.

Reprinted with permission from In-House. Out-Takes.