Insights & Updates
The In-House Counsel Playbook
10 months ago by Linus Choo / Back to all blogs
Written By: Linus Choo
The in-house counsel is the first person that the company consults when it has anything remotely related to a legal issue, or when it has an issue but does not know how to deal with it. The in-house counsel would work out the problem and decide if the problem can be handled internally or should be best referred to an external specialist law firm. This is similar to when a General Physician refers you to a specialist.
The scope of an in-house counsel depends immensely on the organisation that they decide to work for. The work can range from merely keeping the organisation’s books and records, to being a key executive of the organisation where all matters, including commercial, corporate secretarial and governance, would require their input. It may also depend on how interested and willing they are to take on responsibilities in the non-legal aspects of the organisation.
In smaller organisations, the in-house counsel’s role could range from overseeing the company’s books and records to being the named Company Secretary, and could even mean being a nominee director assisting in the operations of the company. The in-house counsel will be expected to handle day-to-day legal matters such as reviewing suppliers’ contracts, tenancy agreements and employment contracts, and assist in drafting responses and letters to external parties. In cases where an external counsel’s assistance is required, such as in the case of contentious matters (in-house counsels do not typically hold practising certificates and hence do not have a right to appear in court), the in-house counsel acts as the liaison between the organisation and the external lawyers. The role of an in-house counsel in a smaller organisation can feel like that of a one-man firefighting squad.
In larger organisations, the job scope often includes managing or working with a team of in-house counsels, and managing general legal matters and legal budgets within the organisation. Larger organisations may have the benefit of having a qualified company secretary for the keeping of books and records. They will have, as your internal clients, the many stakeholders with whom you will be business partners.
An in-house counsel should have some practical commercial experience. Practical experience will give them more experience in dealing with external lawyers and at the same time, help them align legal opinion with business needs. He or she will then be able to better manage external lawyers in terms of fees and time. One of the most important key performance indexes that an in-house counsel will be measured against is if they can effectively control the cost of the legal department while ensuring business needs are met in a compliant manner.
Some may have the impression that in-house counsels do not have to work as hard as lawyers in practice. This is not necessarily true. The in-house counsel is employed by the organisation which usually expects its employees to be on call 24/7 when a major transaction is taking place. If the organisation has operations in different time zones, which is under your purview, they will need to be available and attentive to virtual meetings and calls when a matter acts up.
The Unsung Hero
The in-house counsel is a necessary role. Although the in-house counsel does not generate any revenue or profit (even if they play a part of the deal / team closing revenue-generating agreements), the in-house legal department, unfortunately, is always a cost centre. As such, the in-house counsel within an organisation will not be given the same treatment as a revenue generator, such as in private practice or a star sales deal maker.
Businesses are beginning to recognise the value that legal counsels bring to the table. The reaction to globalisation in some of the key markets in Asia is to introduce local regulation to protect the local market or to mitigate these regulatory risks. As the role of in-house lawyers become more broad-based, organisations may add value by reviewing Employee Stock Ownership Plan (ESOP) employment contracts for better senior hire retention, negotiating disputes and in strategic business collaboration; helping business to articulate and review business strategies, and provide initial due diligence and strategic advice on mergers/acquisitions.
It is when in-house lawyers deal with these issues in a holistic manner whilst appreciating business objectives to be met, that the business will clearly see the true value of in-house lawyers. The general counsel or the in-house counsel tends to be the commercial business partner and the friendly neighbourhood policeman to navigate and guide organisations through catch-22 situations.
Linus leads the legal and governance practice at Ethos BeathChapman, focusing on legal and compliance, and company secretarial placements. He has successfully conducted search for and placed many senior-level in-house legal positions up to C-level across all sectors throughout APAC with reputable MNCs and conglomerates.
His years of in-house legal recruitment have enabled him to develop strong functional knowledge of the discipline, a broad network of contacts and referrals within the legal sphere.
Connect with him at firstname.lastname@example.org or on LinkedIn.