The Care and Feeding of Lawyers

How to Get the Most From Your Outside Counsel

By Jonathan B. Wilson

            If you’re an entrepreneur, busy growing your new business, one of the many tasks on your “to do” list is to engage outside counsel.  Once you’ve selected a law firm, however, the work still isn’t done.

            Working with outside counsel can be very different from working with employees, board members and investors.  Your ability to understand how lawyers work and think will help you get the most from your law firm.

What lawyers want

            Like any other business professional, your law firm (and the lawyers at that firm) has a fairly obvious set of goals for its relationship with you and your company. 

Your lawyer wants:

to make you happy;

for you to be successful;

to generate fees from your relationship; and

to work on interesting legal projects and problems. 

You can use your outside counsel most effectively by keeping these goals in mind.

            Let your lawyer make you happy

            Your lawyer wants to make you happy.  The difficulty many lawyers encounter is figuring out what their clients truly want.

            The answer to this dilemma is for you to communicate clearly, before the work begins, what it will take to make you happy.  Is your primary goal to complete the project by a particular deadline or to complete the project only if certain requirements are met?  If you had to choose between several competing goals, which would be the most important? 

            If you can prioritize your goals for each project, you will be able to tell your lawyer precisely what it will take to satisfy your expectations.  Good lawyers will try to satisfy your goals if you make it clear what they are.

            Let your lawyer help you succeed

            Sometimes entrepreneurs think that their lawyers don’t care.  “After all”, they may think, “the lawyers get paid by the hour, so why should they care if we succeed or not?” 

            This misses an important point about the business of lawyering: Clients are hard to get and expensive to replace.  There is no better advertisement for a business lawyer than the promotion he or she gets from having a successful client.

            If your lawyer spots a legal hurdle, he or she should also be prepared to offer a solution.  If you don’t get your lawyer involved in the deal-making process, however, you may not get the needed legal advice until it is too late to find a solution.

            You’ll be able to get the most from your lawyer by involving him or her early in the deliberation process, whether you’re considering a new product line, a new deal or a new change to your business plan. 

            Paying legal fees

            Your lawyer is motivated to make you happy and, whenever possible, will likely let you defer fees.  When push comes to shove, though, your lawyer will eventually need to get paid. 

            When the times require a late payment, or a discount in fees, ask your lawyer directly if that is possible.  If it is, your lawyer should have a frank conversation with you about it.  If it’s not, or if your bills are overdue, you should be prepared to pay those bills. 

In the long run, excessive demands for discounts or late payments will sour your relationship with the law firm.  Some law firms will ask prospective clients if they had billing disputes with their past law firms and may decline to take on the client if there was a dispute over fees. 

            Keeping it interesting

            Some companies conduct “beauty contests” between competing law firms for especially important deals or lawsuits to get the best possible bid from each law firm.  While beauty contests may sometimes be appropriate, a company that uses them too often risks alienating its long-term legal relationships.  (Who wants to do the boring work if all the good stuff will get bid away anyway?)

            Use beauty contests only when there is something unique or compelling that raises the question of whether your primary firm can handle the matter.

            Finally, here are some important do’s and don’ts:

Be consistent. If you promised the law firm an upcoming piece of business, you should follow through on that promise.  Broken promises will harm your relationship with the law firm in the long run. 

Be timely.  If you anticipate receiving a term sheet for a new deal in a few days, give the lead attorney at the law firm a “heads up” phone call.  This will help the attorney clear space in his or her schedule to work with you.  If your plans change, let the lead attorney know. 

Be proactive.  If you are looking for contacts, introductions or ideas in a certain area, (for example, an introduction to a particular kind of vendor or consultant), ask your law firm for advice and suggestions.  Most law firms are happy to provide this kind of help free of charge. 

Be precise.  If you ask the law firm to do a project, make sure your instructions are sufficiently clear.  (A good lawyer will usually ask questions to make sure the instructions are clear, but it helps for you to anticipate the lawyer’s need for details.) 

Be available.  If you ask the law firm to take on a project, expect that the attorneys involved will want to ask some follow-up questions.  When you assign the project to the firm, indicate how you can best be contacted and return the lawyer’s calls.

Most of these tips, of course, are basic rules of responsible and effective business communications.  Your success in getting the most from your lawyers will depend in large measure on your ability to communicate openly and fairly with them.

            Jonathan Wilson is a technology lawyer in Atlanta.  His website is www.jonathanbwilson.com.