The Transition from Lawyer to In-house Counsel
Moving from practice to becoming an in-house counsel has been an exciting and rewarding choice for me, although this might not be the best option for everyone. I think perhaps 50% of my original batch mates from NUS Law are no longer practising lawyers, for a variety of reasons ranging from pursuit of better work-life balance, starting families, or pursuing of interests other than law.
I started out in a small law firm doing mostly corporate finance work. The usual corporate work for listed companies, corporate secretarial work, joint ventures, bonds, warrants, funds management, restructuring exercises, and compliance. The partners were very knowledgeable and very busy. The newly hired associates and I were thrown into the deep end, but with mentorship and guidance, we somehow managed to stay afloat for a couple of years.
We learnt new things almost on a daily basis, mistakes were made and we went through the grind of drafting, reviewing and vetting hundred-page documents. The partners pushed us hard, and occasionally tempers flared. It was exciting to list a company for the first time, and the sense of achievement upon completion of a nine-month project is something that I do miss (aside from the occasional late night drinks with colleagues when we ended work around 11 or 12 midnight).
However, I decided to move in-house after about three years of practice, as I was about to get married and shift to a new house, and my wife was busy with work and exams, meaning I had to do the bulk of the planning, organising and logistics. So since mid 2011, I have been working as an in-house counsel, and the experience is quite different from being in practice. The main differences are as follows:
1. Generalist Work Vs Specialist Work
As in-house counsel, the various business units or departments of the company would come to me for all sorts of legal advice, ranging from contract reviews (upstream and downstream), joint venture agreements, lease agreements, dispute resolution, export control compliance, and even the occasional accident report and insurance claims. The spectrum of legal issues to be handled is much wider, and I have to deal with jurisdictional issues, cross-border transactions, conflicting legislation, tax treaties, and other non-legal issues. Compliance is an especially tricky and complicated area of work, and close contact with certain agencies and consultants (aside from law firms) is also required. If you like working with different nationalities and experiencing different cultures, you would probably need to travel quite frequently to neighbouring countries for work. I travel at least once every two months within the region, as Singapore is the headquarters for Asia Pacific, and I have to deal with various legal issues of the subsidiaries in Thailand, Indonesia, Vietnam, and Malaysia. I can imagine it would be even more challenging for companies which have only a sole legal counsel to manage all the legal matters, as opposed to a team of in-house counsel who can share the work load.
By contrast, in law practice, you would specialise in certain fields of work, and familiarize yourself with in-depth legal knowledge of the transactions, the law and the case laws, especially for those in litigation. This may also require extensive and frequent legal research or familiarisation with legal search tools, which in-house counsel do not generally require.
Even coming from a corporate finance background, my familiarity with SGX listing rules and Securities and Futures Act wasn’t so relevant to my work anymore, especially since my company is not listed on the SGX and does not offer financial services.
2. Creating Policies and Procedures
In-house counsel work may also include a lot of drafting of company regulations or policies which may or may not be related to legal issues. For example, I have drafted legal review policy, export control policy, personal data protection policy, management approval rules, board meeting rules, code of governance and various other internal company policies, sometimes with the assistance of external law firms or consultants.
In most law firms, there is already an established work-flow or structure in place. The emphasis is more on keeping up-to-date with the ever changing legal landscape, new laws, regulations, guidelines or policies of regulators, rather than creating internal company policies.
3. Time Management and Work-life Balance
In general, being in-house provides the perk of having a lot of freedom to manage your own work schedule. On good days, you may even leave the office on the dot, together with all your other colleagues. You certainly don’t need to answer any calls over the weekend or on public holidays, unless there are urgent or pressing issues. One of the best privileges of an in-house counsel is the option and budget to work with external counsel on major billion dollar transactions or serious disputes, where acrimonious parties head to arbitration, litigation or other legal proceedings.
In law firms on the other hand, there tends to be occasional “bottle-necks” as many associates need to wait for a partner to review their work, before it can be sent to the client. Further, it is not uncommon for the day to be filled with meetings, and for the real drafting, research and reviewing to be only done in the evenings. Of course, this varies from firm to firm and even for different partners, but your work hours may depend very much on the partner’s schedule and availability.
4. Business Development and Management Strategies
One of the main differences of being an in-house counsel (as opposed to a practising lawyer) is working with the management team of the company. I work closely with the board of directors, the heads of departments and business units, and also with management of the parent company and the subsidiaries in Singapore and other Asian countries. Each director, manager or head of department has their own strengths and experiences, and you can learn a lot from them. It is also extremely rewarding when management values the input from the in-house legal department, and adjusts their business plans in accordance with advice from the in-house counsel.
Of course, I think that a partner of a law firm may also share similar experiences. But there is the added pressure of increasing “sales” and finding more clients for the firm, as opposed to creating new products and services for different industries. In other words a law firm’s main objective is to serve their clients and resolve the clients’ legal issues, whereas a company, especially an MNC, can create new projects, products and services to address the changing needs of different industries for different countries. The goals and objectives are quite different.
In conclusion, I think that if a lawyer has a keen interest not only in legal technicalities, development of the law and all things to do with legal, but also has an interest in growing a particular business or dealing in a larger spectrum of law without specialising too much in any area, that lawyer may very much enjoy working as in-house counsel.
However, if a lawyer is deeply interested in legal issues only, and wishes to specialise in certain key areas of law and dwell deep into the legal rationale, jurisprudence and theological aspects of law, and perhaps seek to influence the development of the law through active participation in legal reviews, then staying in practice may be the better choice.
As the working culture in law firms gradually changes, coupled with the improvement of artificial intelligence and information technology, either one or both of these professions may be affected, but the results or consequences of such changes remain to be seen.