Top 10 things general counsel for small business must do in their first 90 days

Sterling Miller

If you have ever moved from a law firm to an in-house counsel position, you know the transition is rife with challenges of skills to learn and hone. The same is true even when moving from one in-house position to another. While many lawyers move to established in-house legal departments, a growing number are moving to small businesses to become general counsel, where they are the first — and likely only — lawyers.

Such a transition provides an even greater number of challenges; when faced with such a change, the in-house lawyer must hit the ground running. Here are 10 things you should do during your first 90 days at a small business.

1. Meet your in-house team

It is critical that new in-house counsel meet the colleagues they will interact with daily. This step is even more important when the business is small, where the relationships will be more intense. You should set up meetings with:

  • The business leadership. This includes the CEO, CFO, heads of different business units, and the heads of any staff groups, such as HR and information technology. If appropriate, meet with the board of directors members as well..
  • In addition to introducing yourself, ask them about their backgrounds, how they came to the company, and what opportunities and challenges they see in their particular areas. Most importantly, you need to find out how you, as an in-house counsel, can best support them — and what expectations they have for how you will deliver legal services to them, their teams, and the company as a whole.  
  • Ask how they would like you to communicate with them about legal matters and how frequently they would like updates. Let them know that you will be reaching out to them regularly to help set priorities.
  • Ask questions to learn about the company culture and how best to fit it.

2. Learn the business

You won’t be an effective lawyer for your company if you do not understand the business model and how the company makes money. Do the following:

  • Get copies of the company’s strategic plans and goals. If there is an investor pitch deck, that is generally very informative.
  • Create a list of key customers, vendors, and competitors.
  • Ask for demos of the company’s products and services to learn what the customers see.
  • Sit down with the CFO and get a tutorial on the company’s business model and how the money flows.

3. Read the contracts and learn the contracting process

The lifeblood of any company is its contracts. How the company makes and spends money is set out in the top 10 or 20 customer and vendor agreements. Get copies of those agreements and read them. In addition, do the following:

  • Get copies of any templates the company uses and determine if they need updating.  
  • If there are no templates or you see they are missing for key recurring transactions, make a plan to create them.
  • Figure out the contracting process. From a to z, how does the business put contracts in place? The odds are good that there are many opportunities for improvement here.

4. Determine what resources you have

Since you’re working for a small business, you will likely have limited legal resources — especially if you are the first or only lawyer. Hopefully, you considered this question before accepting the job and negotiated for a reasonable budget and technology resources. Regardless, you need to understand:

  • What is my budget for outside counsel and technology?
  • What is my budget to hire people? On what timeline?
  • Do I have access to administrative support, technical support, or operations support?
  • What technology do I have access to? This tech would include any e-billing system; contract management system; e-signature tool; and research resources like Practical Law, basic Office suite, and other technology. Note what you have and what you need, too. Take advantage of your first 90 days to understand your resources.

5. What legal issues does your small business have?

The company hired you to handle its legal matters. Be proactive and inventory all the legal matters facing the company right now:

  • Litigation and disputes — in court, on the horizon, etc.
  • Contract negotiations — ranked in order of value to the company
  • Employee disputes or issues
  • Intellectual property and trade secrets
  • Compliance issues — including training
  • Data privacy — review privacy policies, both internal and external 
  • Other — depending on the business your company is in

    Once you have your inventory, work with the business leaders to prioritize so you are focused on the things the business believes to be most important.

6. Partner with HR

Contracts are essential, but issues with employees are a close second to that. For most small businesses, the biggest source of litigation and problems comes from a lack of mature HR processes and policies. Seek out the head of HR and create a partnership to tackle issues together. Focus on:

  • Employee policies and employee handbook
  • Employee agreements
    • Nondisclosure
    • Nonsolicitation
    • Noncompetition
    • Invention disclosure and assignment
    • Offer letter templates
  • Process to investigate and handle claims by employees

If there is no HR function, it likely means that you, as the lawyer, are expected to serve that role to some extent. Get clarity on this and, if true, what the company expects and which resources you can access for HR issues.

7. Review corporate governance

Many small businesses suffer from inadequate attention to the niceties of corporate governance. While this is rarely an issue day to day, it can be a significant problem in the event of litigation or a potential sale of the company. Focus on ensuring the following are in place — or updated — and kept current going forward:

  • Articles of incorporation and bylaws — or, if an LLC, the operating agreement
  • Cap table
  • Minutes of the board of directors' meetings. Is there a minute book?
  • Board resolutions
  • Process for necessary annual filings
  • Registered agent
  • Understanding loans to officers or employees
  • Stock options or other equity-like agreements
  • Director indemnity agreements
  • Intercompany agreements

8. Build your network

Being a member of a small legal department or a legal department of one is difficult. It is vital that you build a network of contacts who can help you. In addition to people you already know, consider this:

  • Join the local chapter of the ACC and get access to ACC resources.
  • Join groups on LinkedIn and use the members as sounding boards or sources of templates, tools, and recommendations. Follow key influencers posting on in-house counsel matters.
  • Form your own group of in-house lawyers working for small businesses and share resources as appropriate.
  • Connect with outside counsel. Start by reviewing any outside counsel the company uses and determine whether they are the right fit. If not, find outside counsel you think fits the bill and take advantage of their willingness to work with you on rates — managing outside counsel spend is another essential responsibility — and access to resources and templates. 

9. Adjust your attitude

If you’re coming from a law firm to an in-house position at a small business — or moving from a large legal department to a solo position — adjusting your attitude is crucial. You simply will not have access to the resources, budget, time, and other “luxuries” available to you at your prior job:

  • Get comfortable flying by the seat of your pants. You will have little to no time for research; you’ll need to answer the question then and there.
  • Be practical with your advice.
  • Lose the need for perfection. Good enough is good enough.
  • Be willing to accept more risk than you are comfortable with.
  • Deliver legal advice and services as part of a team dedicated to doing what is best for the company — the business answer may not fit neatly with the legal answer. Remember, while legal is part of the team, there will be compromises to achieve business goals.

10. Create in-house KPIs

The business may not be asking you for any benchmarking or key performance indicators (KPIs) showing the value you are generating, but eventually, they will. During the first 90 days, take time to create your first KPIs.  Consider starting with these:

  • Legal spending  — actual versus budget and average hourly rate
  • Value of work brought in-house or not sent outside
  • Number of contracts generated by value and type
  • Templates and processes created
  • Litigation or disputes resolved and estimated cost savings

Of course, there are other things to consider if you want to succeed in your new role as GC, but the key is to start to lay down baselines so you can measure progress over time. Focus on KPIs that demonstrate the value generated by the legal department — and justify the investment they made in hiring you.

The first 90 days at a small business is an incredibly exciting time for new in-house counsel. You likely have a blank canvas you can paint as you see fit; take advantage of that. Also, take advantage of the honeymoon period to set expectations — theirs and yours. Most importantly, get the resources and processes you need put in place as soon as possible. If you have access to Practical Law, you have a vast library of templates, forms, checklists, tool kits, research, and other crucial resources available at the click of a button.

Sterling Miller is currently CEO and Senior Counsel at Hilgers Graben PLLC. He is a three-time General Counsel who spent almost 25 years in house. He is the author of five books and writes the award-winning legal blog, Ten Things You Need to Know as In-House Counsel. Sterling is a regular contributor to Thomson Reuters as well as a sought-after speaker. He regularly consults with legal departments and coaches in-house lawyers. Sterling received his Juris Doctor, with honors, from Washington University in St. Louis.

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