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Left to right: Mary E. Doohan, Morton Salt; William A. Von Hoene, Jr., Exelon Corp.;
David G. Susler, National Material, L.P.; Allyson Bouldon, Tegrant Corp.; and
D. Cameron Findlay, Aon Corp.
Discussion > feature
A roundtable discussion:
Bridging the gap
between in-house and outside counsel
By Olivia Clarke
any law firms spend a great deal
M of time trying to figure out what
in-house lawyers are thinking, and
how they can build stronger rela-
tionships with them.
And, as many corporations and companies
reduce the number of outside firms they work
with, these concerns become even more im-
portant.
Five local corporate counsel participated in
Chicago Lawyer’s roundtable discussion, held
late last month. These lawyers spent time
working in law firms, but made the switch to
in-house during their careers. They shared
their ideas about building stronger relation-
ships, and what outside firms could be doing
to improve service.
They also talked about what they like, and
the skills they must possess to be successful.
What follows is a portion of the roundtable
discussion.
The participants were:
William A. Von Hoene, Jr., executive vice
president and general counsel at Exelon Corp.,
has been in-house for six years, and has spent
two years in his current position;
D. Cameron Findlay, executive vice presi-
dent and general counsel at Aon Corp., has
been in-house and in his current position
since July 2003;
David G. Susler, associate general counsel
at National Material, L.P., has been in-house
for nine years and has spent 14 months in his
current position;
Mary E. Doohan, vice president for legal
affairs and group counsel for Morton Salt, has
been in-house since 1991, and in her current
position since 1997; and
Allyson Bouldon, general counsel for
Tegrant Corp., has been in-house for just under
14 years, and in her current position for about
a year.

What are the general misconceptions that

law firms have about in-house lawyers?
Susler: I think one misconception is they
think our work is sort of fluffy. That it’s a
nine-to-five fluff job with no real substance,
and that we may just be traffic cops, so to
speak, which is far from the truth.
Findlay: I think sometimes outside firms
think that we do in-house what they do in ex-
ternal firms.
And by that I mean that we are looking at
legal questions from an intellectual, detailed
level when, in fact, what we’re faced with
usually are business problems that have a legal
component. And so a lot of times I’ll get
advice from law firms that will probably be
correct from a sort of intellectual law review
perspective, but it’s virtually irrelevant to
what I have to do on a day-to-day basis.
Doohan: I also think outside firms think
that we function a little more like they do,
which is, you get in in the morning, and per-
haps you set aside two hours to cogitate how
to meet a problem. It’s actually much more D. Cameron Findlay, Aon Corp.
rapid-fire than that. Within one hour you
might be working on 12 different things. Some- perhaps not knowing that that is an area of understand our business. Invest the time in
body walked in the door. Someone called expertise that you have; or perhaps to have an understanding it …
you or you picked up the phone and you got understanding that what you’re looking for is Oftentimes there’s a misunderstanding or
scheduled for a meeting. I think your time is a down and dirty — is this something that we ignorance of the nuances of the business or
much less your own in-house than it is as a can succeed on and or not? what goes into the business, how the business
partner in a law firm. prioritizes, how it addresses its problems, what
Von Hoene: I think there are perceptions What advice do you have for law firms that implications a solution of one problem in one
among some lawyers that some of the things want to create a better relationship? way will have for other components of the
that we require are not meaningful. For exam- Bouldon: I’m very fortunate in that we have business. There is really no substitute for an
ple, the early case assessment kinds of things we wonderful outside counsel. Some of the things, intimate knowledge of our business in order
do are seen as an annoyance to outside firms. though, that certain outside counsel can do to to be a good legal counsel.
And, occasionally, because of that, they don’t distinguish themselves, include delivering the Susler: I agree 100 percent. Practicality is
devote the resources to it that we ask. When message in a way that is very easy to digest. As really what I need more often than an aca-
in fact they are very, very important tools for Mary already mentioned, we have lot of things demic dissertation.
managing our business and have that element going on, and a lot of things competing for Findlay: I think outside counsel need to al-
to it that is not always fully appreciated. our time. most put themselves inside the head of the
Bouldon: In general, it’s also helpful if out- I really appreciate it when I get a memo that general counsel. If the question comes from
side counsel does the initial homework to find says, “Here is your answer, here is the timing, an in-house counsel, think about why the in-
out, for example, what our level of expertise detail follows, but here are your action steps.” house counsel is asking that and what their
is in a given area, because sometimes you Von Hoene: I think one of the most im- time frame may be, and so forth.
will have outside counsel start a dissertation portant things an outside law firm can do is Typically, if the in-house counsel is asking
a question of a law firm, it’s because they were
asked that same question by someone in man-
agement, and they need an answer yesterday,
basically.

How have you seen your job change from

when you first started in-house?
Bouldon: For me the changes have been
quite dramatic. I started off in-house as a staff
attorney, and am now general counsel. With
every level the focus on the business and un-
derstanding the business has become more
and more important. The actual work in terms
of actually doing contract review and in terms
of actually managing litigation remains im-
portant.
But I’m called upon to direct, to lead, to
focus, and to tie in all the initiatives of the de-
partment to better serve the business and its
goals. And that has been a dramatic change.
When you first come in as staff counsel,
oftentimes you are told, this is your area, here
is your client, brief him on the third floor. You
are given a stack of files, or I suppose nowa-
days, e-mails, and you have at it. For me, at this
time, that’s the least of what my boss is look-
ing for. The CEO is looking for a business
partner who can also keep him on the right
side of the ever-changing legal landscape.
Doohan: I think there is a huge difference David G. Susler, National Material, L.P.
in the relationship with outside counsel. Com-
ing off of what Bill said earlier, we are really And if a lawyer misses an accounting issue ness forecasting meetings and I’m included
much more concerned about billing practices, like that, sometimes there is an almost strict in the meetings we have with our board of
and we track, because of computers, hourly liability that you knew or should have known directors. And after the meetings, the business
rates and what the increases have been. that something was wrong. I think being a folks are done. They presented their budgets
And it’s really astounding how the rates for general counsel is a much more risky, scary and did all they need to do. It’s very nearly the
law firms continue to keep on going, going, enterprise than it was 10 years ago. end of the day.
going at rates that in-house did not see before. Von Hoene: The interesting tensions that For the lawyers, what happens is, those
There is a lot more focus on keeping costs develop as a result of the additional obliga- meetings conclude, you go back, and now
down, and having outside firms justify their tions that are now on us is that the people we take on your legal role.
increases. work for, our clients, very much want us to be Susler: I agree with everything everybody
Findlay: I guess I would say the other thing part of the business. has said. Similarly to what Allyson said, when
I see is the role of in-house counsel has changed And as our businesses get more complex, I went in-house, I was a solo in-house attorney
from managing a litigation portfolio, reviewing there is a greater and greater need for us to be at a small company — starting the department
contracts, and so forth, to being almost a quasi- business people with a legal background rather from scratch and battling to make a culture
independent gatekeeper for the company. than being the gatekeeper. You really have to change.
The SEC and other government authorities perform a couple jobs in order to be effective Now I’m in a two-lawyer department and
now look to general counsels and CFOs to for your client, and also discharge those re- in a much larger, much more diverse company.
essentially go outside their comfort zone, in sponsibilities, which I agree have become much And I’m expected to know the business, and I
a lawyer’s case, and raise questions about an heavier ones in the last couple years in Sarbanes- love learning the business. That is one of the
accounting issue. That wouldn’t typically have land and otherwise. most fun parts about it. The legal aspects of a
been something lawyers would have spent Bouldon: It can be quite an act to juggle. deal — I’m expected to learn it and learn it
much time on [in the past]. For example, in my case, I’m included in busi- very quickly. It is a challenge.
How do you balance your legal
responsibilities with your responsibilities
to your companies?
Susler: Sometimes you have to do it explic-
itly and say, “Look, that’s a business issue and
this is a legal issue. I am advising you as a law-
yer. You have to make the business decision,
but here is the risk and the implications of one
decision over another.”
A simple example is, I review a contract.
There are often not any legal issues with the
contract, but the business implications could
be huge. This contract says you have to do
business this way. I will ask a businessperson,
“Is this really what you agreed to and can you
do that? Because if you don’t, we are in ma-
terial breach of contract and we will get
sued.” You are giving business advice in a legal
context.
Bouldon: I agree. You have to be careful be-
cause, as you get to know your clients better
and get to understand the business better, I
think sometimes you know which way they
want to go in certain areas, in certain matters,
and in certain issues.
I find myself still stopping and saying, “Okay,
this is what I think you’re going to want to
do. But here are three options or four options
or a couple options. Here is what they look
like. I think based on our past discussions you
are going to want to end up at point A, but let
me just get the options out there for you.”
Sometimes the business folks have a high
interest in hearing the options; sometimes
they have less of an interest. They may have
already made a decision. But that’s the lawyer
in me wanting to make sure someone put on
the table all of the legal options and issues,
even though you can pretty much tell that the
options may or may not be attractive.
Von Hoene: I think it’s also important to
recognize that, within the broad parameter of
choices, there are many choices that can have
a business rationale, all of which are perfectly
legal.
Make sure as you deliver messages about
what is around the fringe that you are rein-
forcing and giving a sense of confidence to the
clients, that you are not simply so conserva-
tive that you are unwilling to be the business-
person in the room.
Obviously, integrity has to be the guide-
post, and legality has to be the guidepost, but
your clients have to think you’re on the team
or they won’t respect you. And that means
there is an array of places you have to be will-
ing to go. Disclose what the risks are, but be a
player consistent with your other obligations.
What role do the various and growing
number of “commercial awards programs”
have on their selection of outside law
firms?
Findlay: I can only speak for myself, but I
would say that those sorts of rankings have
virtually no impact on our selection of out-
side law firms. I get these gigantic boxes that
are very heavy and I am hopeful that there
will be something fun inside. But it’s x-y-z’s
list to the best law firms.
I just don’t find that type of information
very useful … Anybody who is trying that
hard is probably not as capable as someone
who is not trying so hard to get that kind of
recognition.
Bouldon: I’ll be the outlier here. I have
relied on documents, such as Chambers and
Westlaw has an online service, in the past. I
think they work best in conjunction with
word-of-mouth and in conjunction with the
experiences you may have had with other
attorneys at that firm. I think they can be a
component of a successful selection process. I
don’t know that they can stand alone.
Doohan: I would agree. It’s kind of a double-
check after I’ve already searched out and made
a decision. But I do not choose law firms, I
choose lawyers. I check it for a particular
lawyer. There can be such a huge variation in
talent at a particular law firm.
Susler: I’ll primarily rely on word-of-mouth
recommendations from people I know and
trust. I will go to Martindale-Hubbell online,
they’ve been changing that and beefing that
up too, but it’s a supplement. But the other
ones, like who’s who in law today, don’t really
mean a thing to me.
Findlay: Those publications ought to be-
come less relevant as companies take on this
convergence model of law firms.
The traditional model now is you try to
have a very small number of law firms who
you know very well and they know you very
well. If you have a problem, usually you’re
going to have a certain presumption that you
will go to your panel firm.
If one of your panel firms doesn’t handle
that kind of matter, I think the first place you
would want to go is one of your panel firms
and they will have an honest conversation say-
ing, “We just don’t do that but somebody who
is extremely good in that unique area is X.”
Bouldon: We have just done that. I joined
my company less than a year ago and they had
a selection process underway when I joined.
That’s exactly what they were trying to do, very
much narrow the number of outside firms.
One thing that I think outside firms may
overlook is their relationship with insurance
carriers if they are providing services that are
covered by insurance. Many times I’ve called
our carriers and said, “Okay, who do you hear
from? Which firms do you hear about? When
you assign firm A to do work, who do you get
the most calls about saying they were terrific
and they did a really great job?”
A lot of the carriers will tell you, “We always
hear good things when we assign a file to this
firm.” I’ve had outstanding results doing that
because I thought about it and insurance firms
assign cases basically every day of the week. If
anything goes wrong, I’m sure they’re hearing
about it. If things go well, they’re hearing about
that also …
How do you decide which firms to go with?
How does that process go?
Bouldon: If you are trying to have a model
wherein you have a very small number of firms
that are basically servicing most of the com-
pany’s needs there are a couple things that it
helps to look at.
Number one: the relationship partner. Which
partner will manage the relationship? If you
have a strong relationship partner, it makes
the life and the job of the general counsel so
much easier.
A really, really strong relationship manager
is really going to see to it that the very best
people are put on your matters. If you have
any questions or concerns, they will be on top
of that right away. They really become your
outside advocate within the law firm because
they are the ones most charged with managing
the relationship.
The other thing I would suggest is that gen-
eral counsel focus on the areas that generate
the most exposure at their company. We ended
up selecting a general service firm, and I’ve

Allyson Bouldon, Tegrant Corp.
worked with companies that have done that
in the past.
Some of the drivers are considerations of
where you’re going to have the most activity
and exposure, because if you’re narrowing your
number of firms down, the idea that the firms
that you select will be experts or rated top in
every category, that’s probably not going to be
the case.
They are probably going to have core
strengths for which they are nationally
recognized or locally recognized, and hope-
fully those match up with the needs of your
business.
Von Hoene: We do a very detailed RFP
process every three years in which we select
that is a continuum of the legal practice in the
company.
We have about 30 firms. There are very few
cases — and you have to have a legal staff,
lawyers in-house, who are committed to this
concept — but there are very few cases we
have where we don’t know who the right
lawyers are. Then we go to the firms and say,
“This is what we need.”
Doohan: I probably have about 30 firms.
But I am not a proponent of the convergence
model, although maybe I am practicing it. We
have mining issues and health administration
issues. Very rarely will that expertise be found
also in a firm that knows consumer goods and
branding.
By necessity, we spread the work around,
and we pick the lawyers that we want to do
the work. Litigation, we have them kind of
scattered across the country because you never
quite know where you will be sued.
Findlay: When I arrived at Aon, I asked our
head of operations of the law department to
give me a list of all the firms we’ve written a
check to in the last year, and the number of
firms that showed up on this list was more
than 500, which was all the more interesting
because we only had about 700 matters. We
were really spreading the work out very thinly.
We really went very aggressively in the
direction of convergence. We put out an RFP-
like document. We sent it to a lot of firms that
we’d already used and sent it to other firms
we thought would be the kind of firms we
would want to work with.
And, just as Bill said, we basically ranked the
number of firms on things like client service,
what their willingness is to enter into good
our preferred firms. It’s an exhaustive process.
rate deals and rate discounts, innovative billing
An enormous amount of information is re-
arrangements, diversity. And then we inter-
quested. We interview the firms. Up until the
viewed a subset of all the firms that responded
last RFP I personally interviewed every firm
to the RFP and emerged with, originally, it
that went through. On this one, I just couldn’t
was about 20 firms.
because of logistical matters. But somebody
We now kind of tiered it so we have about
who is an officer of the company, or two offi-
12 core firms and a number of others firms we
cers of the company, will interview the firms.
use as well. That doesn’t mean you never go
We move out about a quarter of the firms
outside the list, because sometimes a problem
in each RFP process, not by design, but just
will come up that none of your firms has an
because we have additional firms come in who
expertise [in]. We really have tried to concen-
appear to provide superior value.
trate the work on our core firms. The num-
What we’re trying to get to is the point
bers for 2007, if you look at our top 15 firms
where we don’t have to, except in very rare
— that’s about 80, 85 percent of our work …
circumstances, inquire about a lawyer that
Bouldon: During the interviews of firms in
we don’t know about. We have a relationship
the past, I’ve had good luck with actually pre-
senting hypotheticals — one in advance so the
teams could come in with a prepared response,
and one very brief hypothetical that we had
literally presented during the interview process.
And the reason we’ve done that is because
we wanted to approximate what the experi-
ence would be when you call a firm and the
CEO or another officer has asked you for
information and you call the firm and say,
“Listen, this is my situation.” We wanted to
kind of recreate that process.
Von Hoene: Do you get legal advice as a
result of the hypothetical or do you get
knowledge as to how they would address the
problem, how they would staff it, and what
their approach would be?
Bouldon: In this instance we received actual
legal advice. What we did to make that case
work is, we tailored the hypothetical presented
onsite to the specialty area of the attorneys
who would be present during the interview.
Something brief, something that’s clearly
answerable. We didn’t go out on the limb with
something cutting-edge that would be difficult
to answer.
But we just did it to see how the process
worked and how the person would communi-
cate with us, because that’s important too.
Lawyers are very smart people. There are many,
many wonderful outside counsel out there.
But at the end of the day, in addition to
being smart and being skillful, there are just
fit issues, in other words, a communication
style, the ability to have a mutual under-
standing — those things are all very impor-
tant as well. It worked well. They did very
well, and it was very revealing ...
Susler: I’ve actually done that in interview-
ing law firms. I give them a situation. Some-
times a firm will say, “Of course we can handle
that, but I need more facts. Of course we can
handle that, because we are so and so.”
Other lawyers will say, “Well, here is what
comes to mind, and we can do this, this, and
this.” That type of on-the-spot creativity is
going to get me, whereas, just because you
have reputation and told me you can do it, I’m
not likely to go with you. I like somebody
who can think on their feet and is willing to
put themselves out there.
Von Hoene: The other point your hypo-
thetical answers raise is, I think one of the
least attractive things an outside firm can do,
from a perspective of an inside lawyer, is pro-
fess expertise in an area where they don’t re-
ally possess it. A real solid thing a firm can do, or
a lawyer can do, is say, “We don’t do that. But
I’ll find you the right person who does.”
Findlay: Conversely, there is nothing worse
for a firm than to say, “Oh, yes, we can do
that.” And then when they staff up the case it
becomes clear that they really don’t have the
people to do something like that. As the mat-
ter goes along, or as you hired someone out
of a sense of urgency, you will find out over
time whether there are other people who
would be better. That is a real relationship-
killer with a law firm.
Does it make a difference what large firms
pay their new associates? Do you ever
consider smaller firms that may provide
good service at more-affordable rates?
Findlay: I think it is very hard to be sitting
at a company where you are controlling your
own salaries, the salaries of your own people,
to watch what law firms are doing with first-
year associates …
I think, maybe not in the short term, but
over the long term, it will affect large firms’
ability to get business, because my manage-
ment looks at what they see in the paper and
they think, “Why would we allow one of our
providers to raise the rates by this much every
year? We’re not able to raise our rates for our
customers that way. We’re able to push down
the price of copiers, or push down the price
of everything we buy except legal services.”
In our own place, we are trying to shift
work to the extent possible to the smaller,
less-expensive firms. And we reserve the big
firms for much more complex, difficult, bet-
the-company matters.
Von Hoene: We don’t, absent of special cir-
cumstances, permit first- or second-year asso-
ciates to work on any of our matters … It’s
very rare that you have somebody right out of
law school who is worth $250 an hour to you,
to your business, in a way that they almost
must charge.
I do think, with the exception of probably
very few firms that do super-specialty work,
it’s going to be hard to sustain this model
indefinitely.
There’re going to have to be fairly dramatic
changes, and they may not be dramatic in
terms of revolutionary. But there is going to
have to be an evolution of the relationship be-
tween clients and law firms in how [matters
are] billed out and in terms of what makes the
firms run. We also have a number of smaller
firms that we give a lot of work to for econ-
omy reasons.
Increasingly today, I think there are going
to be additional opportunities because the
pressures in the big law firms, and the pres-
sures to have a big book of business means
there are a lot of great lawyers who are going
on to smaller law firms who are maybe not
great business people relative to the big law
firms, but are every bit the lawyers. That’s
going to be a resource that I think we will all,
in corporate America, be drawing more heav-
ily from as time goes on.
Doohan: When I have conversations with
outside counsel about new billing rates, it
comes out that it’s not the lawyers or the man-
aging partners of these firms that are deciding
these increases. It is the business side.
They kind of throw up their hands and say,
“Of course, this is ridiculous. My rates should
not be going up that much. But it is someone
in the back office who has said this is what the
billing rate is going to be this year.” In a way
they are caught too, many of them in the firms.
But I agree with you that something is going
to give because it cannot continue to go up on
the hockey stick that it’s been going up on.
How does the discussion go when deciding
on budgets?
Von Hoene: The other thing that for us is
important from a budgeting standpoint is to
update the budgets in a meaningful way. We
do it four times a year. We do quarterly up-
dates where outside counsel is required to go
back, and our lawyers in-house will proceed
to go back and review it, so we can do appro-
priate business planning, whether a matter is
or is not staying within the confines of what
we had originally forecasted.
Findlay: We are now doing a formalized early
case assessment process that asks outside coun-
sel to put together a memo at the beginning
of the case; to do a really quick intensive look
at what the case looks like, what it’s going to
cost, so we can make a decision as to whether
we just want to settle it out early and pay what
we’re going to pay, before spending hundreds
of thousands of dollars in legal fees, rather
than getting to that same point at the end …
We’re not thinking like litigators, like we’ve
got to win this case. We don’t really deserve
to pay any money at all. We think more like
business people, which is, let’s do a cost-bene-
fit analysis on this case and minimize overall
what we spend on this matter.
Doohan: As far as holding their feet to the
fire, I’ve had some success in having that dif-
ficult conversation and saying, “Look, you’ve
got to figure out a way to get it done better
because we came into this believing it was
going to cost this, and there haven’t been any
surprises, so you’ve got to cut back on who
you are using, or whatever.”
On the other hand, if the results are really
outstanding and they are over budget, then
I’m a little less inclined to audit.
Bouldon: I think I’m the newest person
here in terms of being in my position. If there
was a significant budget overrun and nothing
had happened to warrant it, I would want to
make a change. Mary E. Doohan, Morton Salt.
Of course, depending on the type of matter,
you can’t always pull up midstream, but that say, “You made a commitment for this amount,” The percentage of those sorts of costs in a
would be what I would want to do, if at all if there are extenuating circumstances. matter has been going up dramatically just in
possible, because I would expect the budget to The worst thing for all of us, and this is the last couple years. I keep finding myself
be somewhat accurate. I do ask for potential something I think some people don’t fully being surprised in litigation when I hear we’ve
contingencies. appreciate on the outside, is, if you find out spent X on it by a certain time. I will think to
For example, in litigation, is there any that a matter is going over budget, there are myself, “That just doesn’t seem right. This case
potential that this will become a collective two problems. One is you’ve gone through should have cost Y.” Almost invariably it’s be-
action or class action? That opportunity is the budget. And in some ways that may be the cause the cost of collecting, preserving, and
thrown out as somewhat of a life raft up-front. lesser of the two problems. The other is, you getting through all these electronic documents
Absent unusual turns of events, if the budget haven’t advised your client of these expenses has gone up dramatically.
is very off, that would be a great concern... and the person, in turn, who is budgeting Von Hoene: And it’s going to be interesting
Doohan: Is very off 50 percent or more, or the matter, hasn’t had a chance to make an to see in the aftermath of things like World-
20 percent or more? accommodation. Com whether tensions develop between the
Bouldon: Personally, it’s about 20 percent Susler: That’s actually one of the things I outside firm and the inside counsel with regards
or more, but I would be watching it as it un- will often remind my business people when to how comprehensively you do this …
folded and would start to become concerned discussing — should something become a liti-
as we got close to the 10 percent figure, and gation matter. When you go into litigation, For inside lawyers and law students
would start asking questions at that point. you lose a certain amount of control over interested in being in-house someday,
Not that I’ve never had anything run over, but what happens. Remember, you get a budget, what makes a good general counsel?
I’ve never been surprised. Maybe that’s the but nobody can guarantee this case will end Findlay: The career path into an in-house
key here. at summary judgment. job is more complicated obviously than the
Von Hoene: Just as we want our outside Findlay: It seems to me that litigation costs career path into a firm … Very few places of
counsel to be our partners, we need to be theirs. are increasing not just because law firms’ rates which I am aware of hire directly out of law
We need to understand that when we cross to have gone up — to some extent you can nego- school. We don’t.
the other side of the table, remember that there tiate decent rates and freezes with law firms. What we tend to do is find someone either
are unexpected events in legal matters, and it’s It’s the new role of e-discovery in the last few at another company or who is at a point in a
unfair to outside counsel to draw a line and years. law firm where they want to make a switch to
in-house. If you are a person in a law firm
who wants to go in-house, there is a lot of
word-of-mouth involved, a lot of watching
the Law Bulletin, or watching monster.com or
something, and just being lucky when a job
comes open and raising your hand.
Susler: My own path is, I think, very non-
traditional. You hear more stories about people
moving from a firm to a client, typically in a
big firm. I started out doing tort defense liti-
gation at a small insurance defense firm and
then switched to doing plaintiffs’ personal
injury litigation. I did mostly tort litigation
for 12 years and then I got an opportunity to
go in-house.
I got lucky and it was through networking.
Networking is key, and keeping an open
mind. And be aware that there may be more
to practicing law than what you’ve done up
to that point in your career. Twelve years out
of law school I completely reengineered my
career from tort litigator to a general practi-
tioner not doing any litigation. And then I
switched tracks and did a lot of commercial
litigation, but in-house.
Now I am a true generalist. There really is
no one path that you can tell law students and
young lawyers to do.
Von Hoene: In terms of the skills that need
to be developed to be an effective in-house
lawyer, I think the thing that surprised me the
most coming in-house is how important it
was to be financially capable. On the outside,
I dealt with finance when I had a big mal-
practice case or something like that.
On the inside, understanding balance sheets,
understanding how finance works, is part of
almost everything I do. That, in part, is because
you are much more a part of the business and
not the hired gun. But there is an advantage to
being able to hit finance running when you
walk in the door — the tables that you sit at
and the way you are listened to by others are
impacted by that.
The other thing that I think is very, very
important — and this is more obvious and not
unique to in-house — but there are lots and
Reprinted with permission from Chicago Lawyer, April 2008.
lots of people who have great skills out there
that are available to us. I’m sure all of you get
resumes with an amazing degree of frequency.
Judgment is the quality that differentiates a
great lawyer from a good one.
I always say my criteria for an in-house
lawyer is someone who I’m not worried about
if they are down in a chairman’s office talking
to the chairman about a matter. That really is
judgment, and it’s hard to have that right out
of law school …
Susler: I would agree that judgment is key,
and also a certain amount of practicality and
flexibility. You don’t have that right out of law
school. It takes a number of years, I think, to
get that experience.
Bouldon: I agree with what everyone has
said. I think the other thing that is important
are the skills: diplomacy, political navigation
skills, friendliness, but not overly friendly.
What I mean by that is, I think the role of the
lawyer is changing, so you are there in a lot of
regards to make sure that there is compliance,
to make sure that certain key principles are
communicated on a regular basis.
So I think you do have to be close to your
team and get along very well with the other
members of your executive group, but by the
same token sometimes, I think, the lawyer feels
a little bit different.
I think there is always an extra component
to the lawyer’s work because the legal issues
could at any time require that you have to
have a very frank discussion with the people
you are closest to. I think that carries an extra
level of responsibility ...
It helps to be a generalist or to be open to
being a generalist. I think you have to be self-
motivated, the kind of person who is willing
to go out there and face new challenges.
I think a lot of what you do in-house, a lot
of what you do as general counsel, you are
charged with getting out and seeing what’s
going on, putting processes in place if they are
not there, tweaking them on a regular basis,
keeping up with your outside counsel, keep-
ing up with the tone of your business group,
keeping up with their objectives.
And you need the personality and desire to
get out there and do those things and be the
self-starter that you need to be.
Last, but not at all least important, on my list
is mentoring. You need a mentor, in my opinion,
to really achieve these types of positions …
Findlay: Communication skills are critical.
You can’t talk with business people the same
way you would talk to lawyers.
You can’t assume knowledge or assume that
they want to hear all the blow-by-blow of a
particular matter or a particular contract. They
have a fairly simple business problem and
you’ve got to be able to communicate to them
what the issue is, what the risks are, and what
your recommendation is in a are very straight-
forward way.
I think if there is anything I would fault
both outside and in-house lawyers for is, when
you put them on the phone with your CEO
or with another business person and they
start throwing out the legal jargon …
They are providing lots of unnecessary
detail and none of the basics of a matter that
the business person is really interested in or
needs to act on.
Von Hoene: I was a trial lawyer before being
in-house and I thought at one point that this
is a particularly ill-suited background for being
in-house because so little of what we do, rela-
tively speaking, is trial work.
And it’s an extremely useful background
because our job as trial lawyers is to simplify,
and to have a theme, and to enable people to
understand complicated things, communicated
in an understandable fashion. And that really
is a great skill to have if you are able to do so. It
is a background that is useful from that stand-
point.
Doohan: That is a wonderful thing about
law. All kinds of backgrounds are very useful.
I was a university professor, and distilling a
complicated subject such as natural sciences,
into “it’s this and this and this,” and illumi-
nating it for people, I find I use those skills all
the time. I