No, in-house counsel aren’t psychic genies.
As in-house counsel, I’d like to think we offer our business partners a wide array of services, some more quantifiable than others. Sometimes those services are strictly legal, while other times they take on a more business advisory quality. And then every once in a while, we wind up in that weird “it’s not really my job to do this, but if I don’t say something now, shit is going to get weird” territory.
Well, I don’t know if it’s the current state of politics or the general panic of impending holidays or what, but I swear I’ve spent more time this year than usual answering questions, clearing up misconceptions, and stopping the spread of misinformation across the business.
And in no particular order, here are a few of the completely bizarre misconceptions and assumptions I’ve encountered to date:
- In-house counsel do not “receive a cut” on the contracts we negotiate. Ethical obligations and a general moral ick factor prevent us from doing so. Besides we’d much rather get a percentage of the money we save the company through prevention of general business dumbassery and/or the need to incur outside legal fees.
- By the power vested in me as the Company Lawyer, I can make all manners of policies and red tape disappear. Yeah, so it’s kind of the opposite. As an attorney, I’m supposed to follow the rules set forth by our company. Not break them. It’s actually in my job description to abide and promote company policies and directives, so yeah…I can’t come up with a loophole for you to get around no indemnification in your contract. One does not simply walk into Mordor and demand approval for a waiver of all damages.
- And tangentially related to #2, there’s this perception that I somehow get my jollies saying “No.” Contrary to popular belief, it’s not my professional or personal aspiration to say no. Before I even consider using that word, I think through all of the potential outcomes and repercussions that will befall me, and then I multiply that by the hours of pissing and moaning and thinly veiled threats I’ll have to endure courtesy of you and your boss.
- “My legalese brings all the vendors to the yard, and I’m like, my contract’s better than yours, damn right it’s better than yours, I can teach you, but I’d have to charge…” Yeah, so as much as I’d like my life to resemble a certain iconic pop anthem, I can’t get on the phone with the vendor’s counsel, snap my little fingers, and make them see reason. That’s why it’s called a negotiation. If I could just get people to do what I wanted all the time…we wouldn’t be having this conversation.
- “Requiring Legal review” per our contract policy actually requires a living, breathing member of the Legal team to review your stuff. An email saying your boss reviewed our new T&E policy and the legal language looks fine is great… but your boss is in Finance. They’re a bunch of barely literate wookies. They don’t get a say on the fine print.
- I’m basically a genie sitting around in my lamp wait to be summoned by the sales team at all hours of the day or night to turn contracts on timelines that are shorter than the average length of a bathroom break. I live to serve and perform minor miracles in my spare time. Dear kids, it’s like this: Rule number 1: I can’t kill anybody to get this deal done. So don’t ask. Rule number 2: I can’t make anybody fall in love with your half-baked profit-sharing scheme. Rule number 3: I can’t bring your crappy contract back from the dead. It’s not a pretty picture. I don’t like doing it.
- Being the company lawyer does not mean I’m your personal lawyer. I represent the company. Please don’t bring me your leases, DUI questions, and hypothetical “what if I wanted to get away with murder” scenarios. I’m neither qualified nor authorized to opine on these. Also, my legal degree did not come up with a membership of the month club. I’m not a notary or a justice of the peace. I can’t stamp that real estate document for you, and I can’t marry you to your best friend of 10 years in a tasteful backyard ceremony. Not without some sort of internet ordainment.
- I don’t know everything. No, really. Let that one sink in. Upon earning my law degree, the dean didn’t upload a bunch of useful skills and knowledge Matrix-style into my cerebral cortex. I have no idea what the average LIBOR rate was last quarter. I can’t quote a single provision from the IRC (never mind the one you requested; for the last time, I am not that guy from Suits). And really, I have no idea if it’s market for you to pick up admin expenses with your talent agencies. You know why? Because neither does the agency. They’re just making that up and hoping no one asks too many questions. Nobody actually tracks this. And if they do, it should be you… the business partner in the talent industry… not the in-house counsel.
- But despite what I just said in #8, do trust me when I tell you that POS stands for “Point of Sale.” Really. It does not stand for what you would normally associate with that acronym. No self-respecting attorney would take the time to make that a defined term. But it would be hilarious if someone did. #FutureKayGoals
- And finally, yes, I’ll answer your useless lawyer trivia question. There is a difference between a “J.D.” and an “Esquire.” A juris doctor is bestowed upon someone who has received a law degree. Esquire is a title reserved for licensed attorneys. And if you see someone using either in their email signature block, you should steer clear of them because they’re clearly a PITA. Which stands for exactly what you think it stands for.
As always, my email and DMs (just don’t get lost in my DMs) are open for sharing your own examples of hilarious misconceptions. Please note that while I’ll never use your name, with your permission, I’d be happy to share them over Twitter so that we all can join in the fun.
Kay Thrace (not her real name) is a harried in-house counsel at a well-known company that everyone loves to hate. When not scuffing dirt on the sacrosanct line between business and the law, Kay enjoys pub trivia domination and eradicating incorrect usage of the Oxford comma. You can contact her by email at KayThraceATL@gmail.com or follow her on Twitter @KayThrace.