In-House --> Non-law position at in-house company Forum

[Anonymous User]

Curious to hear experiences/insight regarding whether persons working in in-house counsel positions lateral to non-law positions at the same company (and the degree of frequency with which this happens). If it does happen, what do the non-law positions tend to be function-wise? Are any of these positions "business" related or are they more administrative (e.g. HR, etc.)? Thanks

[Anonymous User]

It happens. Your best bet to look for a counsel role embedded within the business unit on an org chart. Most in house positions are within a legal department.

Personally, I was offered a counsel position within a financial entity that reported directly to the MDs of that business entity (the in house legal department was housed within a different sister entity). The offer was explicit in that I would have the option to move to a business role within 12-18 months of starting.

A friend was given a counsel position reporting directly to the CFO of a publicly traded company. In her case, she still had responsibilities to her in house legal department, but she reported directly to the CFO and the CFO had 100% say on her performance reviews and salary adjustments. She was then able to transition to a role that was more hybrid legal/business.

I have also heard of former colleagues from M&A eventually joining operations groups within PE, including one that became a senior level manager within a portfolio company, did well there and eventually became a senior level manager within another portfolio company. I have a lot of respect for any lawyer that can successfully make that transition.

[Anonymous User]

It happens. Your best bet to look for a counsel role embedded within the business unit on an org chart. Most in house positions are within a legal department.

Personally, I was offered a counsel position within a financial entity that reported directly to the MDs of that business entity (the in house legal department was housed within a different sister entity). The offer was explicit in that I would have the option to move to a business role within 12-18 months of starting.

A friend was given a counsel position reporting directly to the CFO of a publicly traded company. In her case, she still had responsibilities to her in house legal department, but she reported directly to the CFO and the CFO had 100% say on her performance reviews and salary adjustments. She was then able to transition to a role that was more hybrid legal/business.

I have also heard of former colleagues from M&A eventually joining operations groups within PE, including one that became a senior level manager within a portfolio company, did well there and eventually became a senior level manager within another portfolio company. I have a lot of respect for any lawyer that can successfully make that transition.

Thanks for this. Could you elaborate re: what some of these business roles might entail (e.g. on a day-to-day basis), and perhaps what kind of skills the former in-house counsel should develop that are viewed as a value add to these other positions? In the last scenario, is this a general "line" management position? Would you say this is a transition that can be managed with diligence rather than just luck? Also, any idea how long you should stay at a law firm for this type of switch (do you concur with the typical advice that 2-4 years is ideal)?

[Anonymous User]

I'll answer your questions out of order:

In terms of managing your career to make the transition, it really depends on what you want. If you're looking to get on the financial side of the equation and you don't mind starting from the bottom (e.g., analyst at a bank), generalist corporate legal experience will work just fine. If you're looking to get into operations (e.g., PE owns a portfolio hotel chain and you want to help run the hotel chain) or you want to start higher up the org chart (e.g., director level at a financial institution), then the common theme that I saw was industry specific legal experience. When I was in big law, I occasionally interacted with a former lawyer who worked at the commodities desk for a giant bank. As a lawyer he documented derivative transactions for a specific commodity. He was able to move to the business side of those transactions because that is a hard area of the law and there are not very many lawyers that understand it (or even want to understand it).

My friend that reports to the CFO was counsel with a company that was acquired by her new company. She understood the existing capital structure at the old entity better than anybody else and her entire legal career had been in that specific industry (including pre-law). She became valuable to the new CFO and then the new CFO specifically wanted to keep her on in that group after the acquisition transition.

As far as day to day, really just depends on the specific job. In some cases, like the former lawyer at the bank, he just negotiates and executes complex derivative transactions all day. The person reporting to the CFO monitors financial performance, negotiated agreements and monitors compliance with financial agreements.

As far as experience needed, depends on what you're looking for. The guy that hired me said that n his opinion, 3-7 years in big law are value add, beyond that, he doesn't see additional value. I ended up skipping the counsel role and went straight to the business role. I was on the less experienced end of that spectrum.

The thing to keep in mind is that unless you're willing to start at the bottom on the business side, there really isn't a traditional or set path to these jobs. For the most part, I really do think the best thing you can do is develop industry specific expertise, preferably in an area of law that is a "smaller market" for law firms and that results in fewer firms/lawyers in that space. This is a stupid example, but hopefully it helps make the point: I'm positive there are a handful of lawyers out there that know everything there is to know about airline frequent flyer programs from a legal perspective. Those lawyers are decently positioned to jump into a business role with the frequent flyer program department at Globo Airline when a job opens up.

[Anonymous User]

I'll answer your questions out of order:

In terms of managing your career to make the transition, it really depends on what you want. If you're looking to get on the financial side of the equation and you don't mind starting from the bottom (e.g., analyst at a bank), generalist corporate legal experience will work just fine. If you're looking to get into operations (e.g., PE owns a portfolio hotel chain and you want to help run the hotel chain) or you want to start higher up the org chart (e.g., director level at a financial institution), then the common theme that I saw was industry specific legal experience. When I was in big law, I occasionally interacted with a former lawyer who worked at the commodities desk for a giant bank. As a lawyer he documented derivative transactions for a specific commodity. He was able to move to the business side of those transactions because that is a hard area of the law and there are not very many lawyers that understand it (or even want to understand it).

My friend that reports to the CFO was counsel with a company that was acquired by her new company. She understood the existing capital structure at the old entity better than anybody else and her entire legal career had been in that specific industry (including pre-law). She became valuable to the new CFO and then the new CFO specifically wanted to keep her on in that group after the acquisition transition.

As far as day to day, really just depends on the specific job. In some cases, like the former lawyer at the bank, he just negotiates and executes complex derivative transactions all day. The person reporting to the CFO monitors financial performance, negotiated agreements and monitors compliance with financial agreements.

As far as experience needed, depends on what you're looking for. The guy that hired me said that n his opinion, 3-7 years in big law are value add, beyond that, he doesn't see additional value. I ended up skipping the counsel role and went straight to the business role. I was on the less experienced end of that spectrum.

The thing to keep in mind is that unless you're willing to start at the bottom on the business side, there really isn't a traditional or set path to these jobs. For the most part, I really do think the best thing you can do is develop industry specific expertise, preferably in an area of law that is a "smaller market" for law firms and that results in fewer firms/lawyers in that space. This is a stupid example, but hopefully it helps make the point: I'm positive there are a handful of lawyers out there that know everything there is to know about airline frequent flyer programs from a legal perspective. Those lawyers are decently positioned to jump into a business role with the frequent flyer program department at Globo Airline when a job opens up.

Thanks - hiring counsel from a niche/specialized position makes sense. Would you say, then, that general corporate/M&A biglawers are going to be a tough sell for all but certain M&A specific positions (e.g. IBD associate and the like)? Have you ever seen a general corporate/M&A person land an operations type position (e.g. like working for a portfolio company in a general management or line position), and what advice would you give such a person looking to make this switch?

[Anonymous User]

My sample size is so limited it is impossible to draw meaningful conclusions other than "it happens."

I have never seen a Midlevel corporate generalist go straight to a business role, but that doesn't mean anything. The closest thing I've seen is a Midlevel in M&A that went to a non-tech startup as a GC. He became a jack of all trades in that role.

As far as that being a tough sell, I just don't know. I've never been in the interview or decision room for that type of candidate.

The only other advice I can give you is to look for nimble, smaller organizations. I think it will be easier for you to make a transition from counsel to business role in an organization where the ultimate decision maker oversees both roles. What I'm trying to say is that it is probably harder for large, segmented organizations to envision or accept the type of transition you want to make.