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To put it all in perspective, I’ve lawyered my way through recalls, SEC investigations, layoffs, and encounters with a female exec who routinely ambushed me in the restroom and gym for legal advice (and never once washed her damned hands). I’ve been called unspeakable things by people with suspect vocabulary reserves, and I’ve had my sanity, qualifications, and legal degree questioned. Hell, I’ve questioned my own sanity, qualifications, and legal degree to the point where I’ve been one afterwork drink away from getting a “Sucker for Pain” tattoo. And despite all of this hard-earned life experience, I have to say, there’s very little about in-house practice that scares me anymore. Except auditors. Our outside auditors scare the ever-loving hell out of me.
Twice a year they descend in their muted Brooks Brothers suits and their firm-issued pinched expressions devoid of mirth and joy, reminding me of that line by The Beatles about keeping a face in the jar by the door (Thank you, Eleanor Rigby. Thank you). And as they shuffle their papers like card sharks and prepare for their spiel which never deviates from the script, I like to play this game where I imagine what other heinous things I’d rather be doing right then. Examples include: undergoing an unanesthetized root canal, partaking in a ghost-chili pepper eating contest, listening to K-Pop, being kneecapped, and interpreting the Dodd-Frank Act without the aid of outside counsel.
And so it begins. Even though I’ve met this pair several times, they always introduce themselves and humble brag about how they practically invented the controls for Sarbanes-Oxley (and honestly, that’s a dead giveaway, because somebody who would brag about something like that is clearly evil — it’s like taking credit for the 1920s stock market crash or admitting you’re the criminal mastermind behind a Ponzi scheme or pandemic).
When Frick and Frack finish explaining how important they are to the success of our company, they remind me that their ability to do their jobs rests entirely on my ability to be honest and candid (making me wonder if these two would last a minute in my role given the tendency of my partners to floss the truth). And then they turn to the List.
The List is a series of questions designed to reveal weak spots and inconsistencies in our reporting structure. Some of the questions are purposefully redundant. I assume this is because the auditors are spot-checking my consistency and stamina. Or they’re lazy and their List is similar to a Biglaw due diligence checklist for a merger (yeah, I went there; I used to live that life, I can go there). There are standard questions about the company’s problem children (looking at you, Procurement and Sales), followed by questions about the CFO, e.g., how well do I know him, do I think he follows the rules. On average I speak less than 100 words to my CFO a quarter. Less words means I’m doing my job right. In terms of being a stickler for rules, I’m pretty sure the guy who once held up a lunch rush cafeteria line because the cashier dared to charge him an extra .18 cents for his salad dressing container is well-versed in all things rule-based. And of course, the List includes companion questions about our CEO, who if I’m lucky and doing my job right, I get to restrict my interactions to pleasantries about the most recent 8-K or the turnout for the town hall. Honestly, the man wears $1200 jeans and sports a neatly pressed pocket square. That’s beyond extra. It’s downright savage.
I keep my answers brief and to the point, never volunteering more than I have to, because who among us hasn’t watched one of those procedurals where the perp talks himself into a double life sentence and you think, if he’d just kept his mouth shut during that interrogation, he’d have gotten away with it?
Also, no humor or sarcasm with these two. They were born missing the gene that detects that kind of thing, so if you say something like, “We should just burn that department down to the ground and start over,” they’ll ask you why you think that would be an acceptable course of action. Without smiling.
But it all leads up to that final question, the question that will haunt me for days, the catch-all, the last chance to come clean, the dreaded: “WHAT KEEPS YOU UP AT NIGHT?”
And as I sit there, my mouth gone dry and my eyes searching for anywhere else to look at other than those weird fabric knots men insist on wearing as cufflinks, all I can think about is Poe’s Descent into the Maelstrom. I know, I know. It’s a terrible time to go full literary. But I’m an English major and since I can’t curl up in the fetal position, this is the next best thing. So, there I am, thinking about that unfortunate soul, shipwrecked and swirling around alone in that whirlpool, clinging to a piece of his boat and his own sanity by waterlogged fingernails, the experience turning his hair white and aging him instantly.
So, what keeps me up at night? Care to descend into the maelstrom with me, gentle reader? In no particular order…
- It’s Ray from International who talks about the good old days (by which he means the pre-FCPA days) when you could go into a country and flash a little cash to “grease the wheels.”
- It’s Sarah from HR who doesn’t think it’s a big deal that the engineering hiring manager has a type when it comes to candidates. It’s not men, okay? It’s Michigan State grads. The man has made 16 hires in my time here and they all have Sparty tattoos. What are the odds of that happening, I ask you? Slim, my friend. Slim. That man is profiling applicants.
- It’s Abe in Quality who doesn’t know what an MSDS (material safety data sheet) is or where to find one. And he’s been here for over a year.
- It’s Tim from Sales who drops by my office and tells me not to worry, that he’s already negotiated the “indumbnification” section of his agreement. (Side bar/shameless plug: for a good time, go check out my adventures with Tim in “In-House Indumbnification” and if the idea of this man negotiating an indemnification provisions still doesn’t scare you, we should hang out).
- It’s the tariff thing and the fact that no matter how fast you pivot, it’s impossible to cover all your bets when it’s this volatile.
- It’s the fear that Procurement has wrung every last dollar from our overhead, including headcount, so that people are overworked, desperate, and making bad decisions in the name of agility and speed, when really everyone is drowning in the amount of work they’re being asked to do.
But I can’t tell Marlon Blando and Blando Calrissian any of this. It’s not like any of their miracle controls could fix any of our uglies anyway. And besides, they might crawl out of their human-shaped skins and reveal themselves to be lizard people, which would definitely be an upsetting start to the morning. So, I smile just as blandly and tell them I sleep just fine at night, even as the multitude of worries that I keep — that we all keep as in-house counsel — are swirling around in my mind.
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.