Offering CLE one way to get in front of in-house counsel

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What’s better than a free lunch? Free CLE.

If a law firm wants to get in front of a potential big-ticket corporate client, there’s no better way than offering a program that lets their in-house lawyers score easy CLE credits just before the deadline.

A large Virginia-based corporation likely has lots of Virginia-admitted lawyers who are facing the Oct. 31 deadline to register their 12 hours of continuing legal education, including two hours of ethics credits.

“If you really want to be popular, do an ethics seminar in September,” said Ellen Duffy, deputy general counsel for Richmond-based Genworth Financial Inc. Genworth has about 100 in-house lawyers overseeing its thousands of agents working as independent contractors to sell their financial products. She was one of four panelists for Virginia Lawyers Weekly’s Business & Law Breakfast Forum who shared tips about working with corporate clients Sept. 13.

The most effective program will anchor the ethics issues in the kinds of issues in-house lawyers face, like internal investigations, attorney-client privilege, regulatory matters for a particular industry and potential conflicts of interest in their roles as legal counsel and business advisor.

Duffy’s team is dealing with labor and employment, compensation and payroll and performance management issues, topics that afford a wealth of CLE substance.

“We love firms that come out and do CLE for us,” agreed panelist Jonathan Chiu, who as senior manager and senior counsel at Capital One helps manage that company’s multi-state portfolio of credit card litigation. Although there may be a “long pipeline” to break into Capital One’s “preferred provider network” of outside law firms, Chiu said he stays open to making contacts at conferences to start building relationships that lead to doing business.

He cited a recent example of crossing that threshold with a lawyer in New York that he’d been chatting with at professional meetings over the years, who has changed firms and has stayed “front of mind” for Chiu until he’s ready to refer a matter to the contact.

Doing the homework to show you understand the potential corporate client’s industry is also a big draw.

“Spend some time learning and understanding the business,” Duffy suggested. “Showing you have some familiarity with the business goes a long way.”

You can be sure the in-house lawyers are doing their homework on you. When going outside his company’s PPN, Chiu will pull docket sheets and look at how an outside firm handles cases as well as the results they get. You also can get his attention by notifying him about a lawsuit that’s just been filed, but may not have popped up yet on the in-house radar.

He’s impressed when a lawyer can not only spot the suit, but also spot issues in the matter and suggest possible ways to handle it. It’s even better if the lawyer shares information about the judge or opposing counsel.

Make good friends with plaintiff’s lawyers, Duffy said. With matters in all 50 states and 40 countries, she can’t tap into a ready-made network in every jurisdiction. She sometimes looks to a defense firm that does some plaintiff’s work on the side or is well-connected in the plaintiff’s bar, to get a read on the local legal culture and a good recommendation. She also said plaintiff’s firms are better at online marketing, frequently updating their content and providing specifics about cases they’ve handled.

Andrea Charters, vice president and associate general counsel for Rosetta Stone, has a more narrowly focused role. She handles new product launches and data privacy and security issues for the language-learning software company, but may turn to outside counsel for litigation and securities matters, especially for “enormous cases that need deep staffing and somebody to really wage war effectively and delve deeply” into their law firm for a variety of skills.

Charters is more likely to turn to personal contacts and referrals, and her in-house lawyers’ law school alumni networks when looking for outside expertise. “I don’t need the CLE,” she said, but she looks for other “meet and greet” opportunities.

“We do rely a lot on your Internet-posted materials,” Charters said. “If you tell us you’re going to use three associates and none of them are listed on your website, that’s not good.” The panelists also nixed out-of-date photos.

Randal M. Reaves, general counsel at Schnabel Engineering in Glen Allen, is a “one-man” shop for a geotechnical and engineering firm that designs tunnels and dams and “deals with dirt and foundations.” He can cover the contract and leasing matters, but may look to outside counsel for expertise in immigration or for crisis management.

“The main thing about construction litigation, if things go wrong, we’re at the bottom, literally. Quite often, we’re at least looked at, if not sued,” Reaves said.

Reaves checks references for outside counsel and focuses a lot on whether the lawyer takes a practical approach or is more likely to just churn a case. “Maybe we don’t need to spend $25,000 on a demurrable issue.”

Panelists said they had used a variety of approaches to billing, and the larger companies tend to have dedicated teams to handle fee negotiations.

Reaves’ challenge with fees is the “sticker shock” his client goes through. The engineers who are used to being the smartest people in the room “don’t like to see associates billing more on an hourly rate than the engineers.” He likes to rely on a “well-seasoned associate to carry the spear out front,” and may look for a discounted rate from a supervising senior partner.

“Acting like a jerk” with the in-house lawyer’s business colleagues can be a one-way ticket off a case, the panelists agreed.

Another cardinal sin is performing outside legal services for nonlawyer Genworth staff, Duffy said. For instance, don’t draft “an employment agreement for a senior executive that says it’s extremely unlikely you’ll be fired,” a real-world example that happened recently at her company.

Not sharing bad news fast enough is another problem, Reaves said. Outside counsel litigating one case belatedly discovered the client company had settled a similar claim eight years earlier, but no one had remembered. Better to learn that privately from your own lawyer than be confronted with it at a deposition.