Important Questions for Third Year Student

The following Important Questions (Principally for the Third Year Student) are designed for you to get a better feel for the corporate law department in Question.

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1. What is the hiring policy of the Department? Are there other than entry level lawyers being currently hired? Under what circumstances?
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The hiring policy of the corporate law department is critical. Many general counsels, in an effort to build a broadly based department, are forced to hire other than entry level lawyers because of the instant need for experience in certain areas. If you are interviewing with a corporate law department in a process of rapid growth, it will be important for you to know whether or not and to what extent you might expect lawyers to be hired in "on top of you". The answer to this inquiry has obvious impact upon your upward mobility. If you are going to have to compete continually against lawyers with substantially greater experience, it may prove tough going. Equally as important, if you are required to compete in an environment in which hiring lawyers with varying degrees of experience is the rule rather than the exception, you might find yourself in a position where you gain nothing from traditional notions of tenure and working your way up the ladder. On the other hand, law departments in periods of rapid growth may provide substantial and exciting additional career opportunities not present in more stable and conservative environments. The balancing of those factors is an important judgmental process in selecting your career opportunity.

2. Do you expect growth in the corporate law department? If so, how much and in what areas of practice?

The answers to these and similar questions should provide you an insight into, among other things, the company's business direction and the general counsel's reaction to it. That may be a conscious choice on the part of the general counsel, or it may be an indication that the legal department has not yet caught up with the company's business direction. If you sense expansion into areas that are appealing, you may regard that firm in a more favorable manner; of course, the converse is equally true. In addition, you may find that the company's growth, based upon your analysis of its publicly available information, appears to be in areas other than those in which the corporate legal departments seem to be expanding. In any event, that disparity, if present, should be explored and the explanations therefore added to the factors to be used in deter-mining your career choice.

3. How is the department organized? What is the relationship of the general counsel to the Chairman of the Board? The Board of Directors? How is outside counsel used and for what matters? What is the relationship of the office of the general counsel to outside counsel particularly at the senior partner level?

The relevance of these questions should be quite obvious. They are designed to tell you whether the general counsel and the corporate law department see themselves (leaving aside the question of the accuracy of the perception) as being in the fore-front of company activities and involved in the critical decisions affecting the company, or, whether they are in place strictly as an economy move to perform services of a routine nature for which outside counsel has become too expensive.

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A general counsel's ability to gain and retain access to a chief executive officer and the board of directors is critical to the relevance of the corporate legal department in the organization and operation of a given company. One of the key indications of the existence of that relationship is to be found in a corporate law department's use of outside counsel. Although it is not always true, a corporation's exclusive use of a single firm as outside counsel may be an indication that top management is more dependent upon the senior partner in the firm providing outside counsel than on its own general counsel. There are some quite obvious exceptions to this rule, and in other instances the exclusive use of outside counsel may indicate a more managerial role taken by inside counsel. Nevertheless, the inquiry is quite relevant.

A great many superb general counsels take great pride in their ability and authority, often-times delegated quite effectively, to select and retain outside counsel of their choice or to elect to handle an entire matter in-house. A sure sign of the authority and prominence of a given general counsel may be found in the public acceptability of his or her legal opinion. For example, if a corporation is able to offer publicly securities based in part upon legal opinion from the issuer's general counsel without the necessity of a supporting opinion from outside counsel, you may be sure that general counsel and, presumably, the entire corporate law department occupy a prominent place not only within the corporation but also within the legal community.

4. How are promotions made? What will a typical career pattern look like?

The relevance of the answers to this question should be determined by comparing them to answers received to similar questions from both law firms and other corporate legal departments. A comparison should not only provide the insights discussed above but also help establish the all-important rules of the game much in advance. Of course that is particularly true in comparisons involving compensation and, for lack of a better buzz word, tenure.

5. Is there any pro bono practice?

This may seem an odd question to ask of counsel in a corporate law department, but it is not. General Counsels are as concerned about recruiting competent lawyers as are private law firms. Thus they understand the need to compete and pro-vide the same practice benefits as those provided in private law firms. Consequently, there are many instances in which corporate law departments have sophisticated pro bono practice efforts. General pro bono issues may be pursued in the same fashion as with private firms.

6. What might be expected of me in terms of social and community involvement?

This question has the same degree of relevance with respect to corporate law departments that it has to private law firms. The analysis contained in the answer to this question when posed to representatives of private law firms is equally appropriate here.

7. What are your attrition rates?

This question may be more important in the context of a corporate law department than with a private law firm. Most people expect a certain degree of turnover in private law firms because they recognize many young lawyers are making a short-term career choice in an effort to be trained in a certain environment as a step to a more permanent legal career. The same is not (or at least has not been) true of corporate law departments; people generally expect to see less turnover and more stability within a corporate legal department. As is true with private law firms, the answer to questions about attrition assumes more meaning when joined with questions about the institutions people join after leaving the corporation in question. A number of general counsels and chief executive or operating officers are more comfortable recruiting lawyers with a background in a corporate legal department than they are in recruiting lawyers from alleged high-power, outside law firms. The reasons for this decision include a belief that people with a corporate law department background will be more business oriented, able to develop institutional loyalties more quickly, better able to relate to people in their particular environment, and more experienced in using outside counsel in the manner best suited to the corporation's needs, with economy a key consideration. Over the last few years, a great many jobs as general counsel have been filled with lawyers promoted from within or located in other corporate legal departments, including perhaps the department in the firm from which the new chief executive officer was just recruited.

As in-house legal staffs grow and assume a greater importance in the conduct of a corporation's legal affairs, the relevance of questions with respect to stability, turnover, attrition and placement will become more apparent.

8. How will I be trained and supervised? How can I tell whether the system this firm, corporation, or agency has will in fact result in good training?

Training and supervision are critical to any legal environment. Some corporate legal departments, just like certain corporations, are known for superior training programs. Most law students recognize the need for a superior training environment when interviewing private law firms. Although there is no reason for it, many students ignore or slight the legal training and supervision aspects when interviewing with a corporate law department or government agency, presumably on the theory that early experience equals training. Do not be that short-sighted. Training is critical to advancement in any endeavor. As noted, in many instances in-house or government lawyers are recruited for higher paying or more responsible jobs in other corporations or agencies. Consequently, the issue of training and supervision is and will always be very important.

To try and describe what constitutes a superior training environment is beyond the scope of this article. Nonetheless, some discussion of the issue is warranted so as to provide guidance with respect to the interviewing process. One key question relates to feedback; how is my work reviewed, when and by whom? If the corporation has a policy of reviewing work immediately upon completion of the project with the review conducted by the attorney for whom the work was done, you can be relatively sure training is treated seriously at that particular institution. At least there ought to be a periodic review (which may or may not be coupled with a salary adjustment). Assuming you are invited for further interviews, these questions can also be pursued with the lawyers at the institution, especially the younger lawyers. You might also ask whether there are any formal training courses given by lawyers in the corporation or whether attendance at seminars is encouraged and whether there are training or procedure manuals.

9. How often will my salary be reviewed? What are the frequency of and approximate increases that I can expect in early years? How does my ultimate compensation opportunity compare to that of a law firm or with other corporate law departments?

You may well be surprised at the answers to these questions. Corporate law departments have the ability to offer compensation packages not generally available at private law firms. Certain fringe benefits are provided, but the value of them may not have to be included as compensation for federal income tax purposes. That can be very important. For example, 100% medical and dental care coverage or the use of a company automobile or use of executive exercise or vacation facilities or membership in private clubs has real economic value. Moreover, an opportunity to participate in a corporation's stock option and pension and profit-sharing plans may provide retirement benefits with which no private firm can compete. This is particularly true as more benefits become portable. Compensation is important. Do not assume corporations cannot match private firms' compensation.

10. Are there a certain number of hours which you are expected to work in a year, or are you expected to average a certain number of hours over a period of years?

This may seem like another inappropriate question for a corporate legal department, but it is not. Most well-run corporate law departments use time sheets in the same way private law firms use them. They provide the corporation with certain budgetary information and allow a general counsel to evaluate progress and performance. In addition, they allow a general counsel an opportunity to decide whether or not a specific complicated and time-consuming matter should be referred to more specialized counsel.

The question of billable hours becomes even more important when considered in connection with compensation. Balancing a career opportunity offering $40,000 to $50,000 a year for each of the first three to five years (all of it taxable as ordinary income) with an expectation of billing at least 2300 hours per year versus an opportunity in a corporate law department at $25,000 a year for each of the first three years with substantial fringe benefits and an expectation of 1600 or 1700 billable hours per year may provide a more difficult choice than you imagine. The choice can become even more frustrating as you grow older and evaluate the prospect of, for example, rural versus urban living and weigh the costs of private school education in New York City against the quality of public schools in Armonk or Greenwich.

11. Will you be expected to move to other offices? Will you be able to influence the locations involved, or will you be faced with the choice of accepting any transfer or damaging your career?

Although the proliferation of branch offices at private law firms may make this question equally as relevant in that con-text, it is very important when interviewing for a job with a corporate law department. You may be expected to rotate among several offices at predetermined intervals. Those intervals may not necessarily coincide with important schooling considerations nor allow you to take proper advantage of the prevailing real estate market. If you are interested in a given corporate law department, but are hesitant to accept the job because of the requirement that you transfer on a periodic basis, be sure you address critical issues involving relocation before you accept a position. Negotiate in advance for some leeway in transfer times if they do not coincide with the end of a school year or if they do not give your spouse sufficient time to find another position. Consider the availability of a reasonable per diem expense account if you are required to leave in advance of the rest of your family. Be sure you understand how the corporation is prepared to help, if at all, with variations in real estate values. A transfer from Coming, New York to Beverly Hills can be quite traumatic if these issues are not addressed.

12. What is the specific policy with respect to promotion from within? Or is there a total absence of such a policy?

This question has been addressed in several different fashions, but it probably merits its own direct answer. The extent to which a corporate law department has a policy of promoting from within as opposed to hiring experienced attorneys who may or may not be on track to partnership at various outside law firms is an important consideration in selecting a career opportunity. As noted in other sections of the book, if a corporation, presumably in an effort to provide instant expertise in a given discipline, hires lawyers in "on top" of you, advancement may be difficult, and job satisfaction may be absent as better opportunities may be filled with lawyers hired already.

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