Strategic Lawyering

A number of years ago the prevailing philosophy was that legal departments should only provide legal advice. It was viewed as an intrusion into the company's business affairs for lawyers to offer strategic business advice. Some also viewed business as an area beyond the lawyer's training and expertise.

This thinking has changed dramatically in recent years. When consultants conduct client assessments, CEOs and other executives often tell them that they want their lawyers to be part of the business team. Most in-house lawyers now recognize this and want to broaden their traditional legal role. Because lawyers are trained to think analytically and strategically, they possess skills that put them in an ideal position to create both a business and legal model that achieves the objectives of a particular strategy.

So how does an in-house lawyer make the transition to assume a key business role within his or her organization?

There are in fact a number of steps you can pursue to lay the foundation for assuming added responsibilities. First, it's essential that you learn about the company, its business and its short-term and long-term strategies. It also is important to find ways to be invited to management meetings where executives discuss business strategies, even though your primary role is to implement those strategies from a legal standpoint. During those meetings you should offer opinions that go beyond the legal realm. In my particular situation, the journey to carving out a business role began when I came up with the idea to create a new division focusing on selling our brand concept overseas to provide a new channel of product distribution.

You also should find ways to work closely with marketing and sales personnel. They can give you an inside perspective on how business is done, how your company matches up to its competitors, what the unique benefits of your products are and the growth potential for those products. In addition, you should find a business ally in your organization who can teach you about the business and help you identify opportunities to contribute to business objectives.

Presenting management with a sound business strategy and getting them to buy into it can be a major first step in assuming management or profit-and-loss responsibility. One must then tap into skills that may be completely outside the legal role to implement that strategy. As an example, I needed to find ways to identify potential distributors around the world to bring about new business. I started to attend various international trade shows, which helped me create a global network of contacts. I also joined a number of international organizations as part of the networking process.

Networking is often critical to success in the business world and in adding value to an organization. It brings about contacts who can assist you with your current business and presents you with new career possibilities. And on a personal level it can create very meaningful friendships.

One of the side benefits of assuming business responsibilities is that it will improve the quality of legal advice you provide. I now have a much greater understanding of how business executives think. Their fundamental mission is to enhance the profits of a company and grow the company to the next stage of its development. They do not want any barriers to stand in the way of that mission, and therefore they look for creative legal solutions to problems rather than a recitation of the various legal risks. Now when I seek advice from outside counsel, I look for responses that will enable me to achieve my business objective. At the same time, when I need to render advice to senior management, I recognize the importance of delivering a solution that protects the company's legal interests while accomplishing the business objectives.


Roger Marks is the former senior vice president, general counsel and secretary of Chicago-based H2O Plus. He also served as the president of the company's international division.

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