Research Your Market.
In-house counsel jobs are not for everyone. If your lifelong dream is to read about how the corporation has been outlawed by the Supreme Court, I would recommend taking a different career path.
The first and most important thing to realize is that companies are looking for someone to help them out, not to provide some lawyer with a free lunch. Ergo, your needs and their needs must match. That means you will need to figure out what your skills are and how they can help out a company. It's time for that self-evaluation you've been putting off. Catalogue your most relevant skills and experience, which will help you target your resume and also let you have a more realistic view of the marketplace.
Not only must you research your own skills, you must research the market to see what's hot and what's not. If litigation is not your strong suit but everyone is hiring litigators, you'll need to know and plan to work around that. Also look at pay ranges and living conditions. Maybe taking that lower-paying job in a smaller city will be easier on you and your family than working like a dog in New York.
Reapply Skills If Possible.
Your skill set is probably not what the employer wants, not completely. The successful corporate counsel will figure out what skills he or she currently has can be reapplied to the needs of the employer. Not all skills will transfer, of course, but many skills are needed across the wide range of companies.
Certain skills will allow you to distinguish yourself. If you have solid command of these skills, you'll be in high demand.
The first is regulatory knowledge. Especially crucial for larger companies, this is a large and rapidly growing field. Companies are faced with an exploding amount of regulations and inquiries, from the SEC and Sarbanes-Oxley to specific regulations targeting particular industries. Lawyers who know process, procedure, and compliance will be quite suited to apply this to whatever regulatory issue comes up.
Another sought-after area is cost-cutting. In-house counsel who know how to spot good areas to cut costs are thought of highly. After all, the in-house department reviews the contracts with service providers and other agreements. Especially as companies seek to trim the use of outside counsel, in-house lawyers who can save their companies money are in good shape.