So You Want To Go In-House?

Marvin D. Genzer

By Marvin D. Genzer

You’ve been working for a few years at a good law firm or government agency. Life has been good – great experience, good skill development, and a professional environment. But, for a variety of reasons, you’ve decided that working in-house for a corporation is where you want to be for the foreseeable future. What can you expect? What are the differences between working in a law firm and working in-house?

You will no longer tell the client NO!
In your law firm practice, you might have had queries from clients about certain prospective courses of action. If your research told you that the particular action was not lawful, you passed that result on to your client. Presented with the same situation in-house, your job will not be to tell the client that his or her suggested action was unlawful, but instead to help the client obtain his or her objective in a lawful manner.

You will need to learn to communicate well with non-lawyers.
In a law firm, much of your communication is either with other lawyers in the firm or with your client representative, most of the time an in-house lawyer. As an in-house lawyer, that situation is reversed. Not only will you be communicating regularly with your client, but your client will nearly always be a non-lawyer – sales person, engineer, purchasing professional, human resources personnel, and other corporate executives responsible for functioning of the corporation.

As such, you need to develop skills to get across legal concepts, sometimes quite obscure ones, using plain English. You may have spent three or four years in law school and three-five years in a firm learning to “sound like a lawyer,” but you now have to unlearn all of that and relearn the skill of communicating in plain language to non-lawyers. You have to learn not to use Latin or cite law or cases in your conversations. Most if not all of your communications will be verbal (or verbal equivalents, such as texts and email) not formal memoranda of law. Speaking in legalese will send the wrong signal to your client.

No more memos to file.
You will not need to document various conversations or advice with memos to file. There is clearly a place for this in a law firm, but not in house. Rarely will such practice be appropriate.

The hours.
You may have heard different opinions about how hard in-house counsel work. I can tell you that, with certain differences, they work nearly as hard as lawyers in firms. There is, however, generally one (significant) difference. In a law firm, you are at the beck and call of your clients, and you have many of them. That often means availability 24/7, including weekends. While weekend work is not unheard of as an in-house counsel, by and large, you will have that time to spend with your family or for your own benefit. Some matters in-house will require particularly long hours and 24/7 work, but not as a steady diet.

Learning your company’s business.
You will need to become intimately familiar with your client’s (i.e., your company’s) business. Law firm practice often doesn’t allow this luxury. Lawyers from law firms handling matters for corporate clients may not have the time or inclination to learn all the intricacies of their client’s business for a particular matter. As an in-house attorney, you will need to completely understand your company and its business including all the detail workings of the various departments and divisions and subsidiaries.

Business advice.
When asked for business advice, you will no longer demur with the comment that you only give legal advice. Your experience with the company will give you a good understanding of the business. But, different from your business colleagues, your advice also comes with an understanding of the legal implications of that advice – a benefit not readily obtainable from the other business executives. So be prepared to give business advice. The best part, you get to see the results of your advice, good or bad. If it’s the latter, you’ll know better next time.

Attorney/Client privilege.
You’ll need to constantly be aware of attorney/ client privilege issues. The Upjohn case will be your bible. In a law firm, this is rarely an issue. The advice given by a lawyer in a law firm is nearly always accorded the privilege. But as inside counsel, it’s not quite so clear. You will always need to consider this issue and make frequent decisions about your advice based on considerations of privilege.

Client conflict.
When a conflict arises with a law firm’s client, it may result in the lawyer declining or withdrawing from the representation. When you have many clients, this may not be calamitous. As an in-house lawyer, however, this could mean your job. If the ultimate need to resign presents itself, you will not have other clients to rely on. You will need to find another job. While this isn’t a frequent occurrence, it can happen. Ultimately, your integrity is yours to keep or give up. No one can take it from you. If the need arises, resignation may be your only choice.

The reversal.
In your law firm, your practice involves many clients, but usually practice in one specialty. In-house, this is reversed. You will represent one client, but generally practice in many different areas.

There are actually many more differences you will experience when you move in-house, but you will generally be able to take them in stride. No one should ever tell you that working in-house is better or worse than working in a firm. They are both commendable, professional environments to practice law—though different. Undoubtedly, you will find other differences when you get your first in-house position. Perhaps you will consider writing an addendum to this article—food for thought for future in-house counsel.


Marvin Genzer retired after 35 years with EDO Corporation (NYSE:EDO; subsequently acquired by ITT which combined it with its defense operations, which were then spun off into a separate corporate entity, ITT Exelis, which has recently been acquired by Harris Corporation). His first 15 years there were as an engineer, and then the next 20 as a lawyer, the last 16 as its vice president, general counsel and secretary. He currently acts as the executive director of the local Research Triangle Area chapter of the Association of Corporate Counsel, and is an adjunct professor of law at NCCU and Elon Law Schools teaching a course in in-house corporate practice.