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Corporate Lawyers – A user’s guide

Blog post by Mike Brannan 

How many times in your life have you ever had to sit in front of a lawyer? Never – great then you are probably in the majority, once or twice perchance – don’t worry I am not going to ask you to disclose any run ins with the law (well not in this blog anyway). 

Everyday? Well then you are either teaching this course, or like me you have a career in the commercial or procurement profession that brings the law to life every day for you – or you are considering such a career; in which case this blog is for you. 

Commercial law is the hidden law that touches us all daily whether we notice it or not, clicked on a user agreement or signed up for streaming TV, purchased something from a store today? Well, your consumer rights are there all the time giving you safeguards that you might never use but that automatically receive.

Or taken a role with a new company recently? Then you probably received an employment contract to sign. Did you read it or were you just so happy to get a job that you signed on the dotted line? (Again, no need to confess anything.)  

Behind all these activities sits the corporate lawyer; and when I was approached to write this blog, I thought it would be great to share my 25 years’ experience of working with that most refined of all corporate creatures – the in-house lawyer.

A lawyer is for life not just for X

I have had the privilege of working with many lawyers some good and some really good; and every time I have come away having learned something new – even when things didn’t go as planned.

Here are some things that I share with anyone when they ask me how I deal with working with the legal team. Firstly, imagine that you are paying for them out of your own salary; they are a big investment for any company and as such their time is valuable.

They don’t like surprises, tight deadlines, lack of choice, ambiguity, heavily marked up word documents, or risk exposure. What do they like? Well, plenty of things but mainly someone who is prepared to work with them, listen, and who follows the guidance they give. 

So, in no particular order here are my top tips on how to get the best out of your corporate lawyer:

  • Read your legal templates and understand what you can and cannot do. 
  • Know the boundaries and sign nothing that isn’t 100% compliant with the above or ELSE!
  • Engage them early and consult them often – be it a tender or a joint venture of or even legal action as soon as you are thinking of it talk to them. 
  • Triage. If you are negotiating a contract act as a conduit for the process and review the comments and give a view on how that fits with the corporate position and offer an alternative. 
  • Ask what worries them most? Is it risk, liability, indemnity or something else and then seek guidance. Most great lawyers will give you a good, best, better view on any variations.
  • Balance the company risk appetite with the size of the reward and use this to select suppliers. Don’t choose a supplier and then try and negotiate a position unless they are sole source.
  • Change. Don’t sweat the small changes. Drafting is a sport to most lawyers let them change the odd word here or there as long as it doesn’t impact the operation of the clause. 
  • Fun. Have fun, lawyers are great and every experience is valuable. So, enjoy it and learn from it even when they are giving you a hard time.

When it goes well it’s great, but it can go spectacularly wrong very quickly. A colleague once sent a standard government defence contract template to a major multinational vendor with no briefing, no guidance and no follow up. 

They divided the contract up by section (IP, Insurance, Risk, Liability, Indemnity, Warranty) and handed it to the relevant legal expert for each section – the result? 

1500 red pen amendments – in fact it was quicker for us to read what they had agreed too.  

We had to fly a small team from Australia to Sweden and spend three days solid face to face explaining WHY our defence customers contract was written like that and what the INTENT was behind each clause. 

In the end we came back with 7 requested amendments.  

So, if YOU send a lawyer something with no brief, no context, and give them a short turnaround time expect red pen HELL and let’s be frank you deserve it. I know we did. 

Mike Brannan

Mike Brannan

Hi my name is Mike Brannan, and I am a 1st year law student with the OU.  As a former Chief Procurement Officer with 25 years’ experience my working life has heavily revolved around commercial law. Prior to this I was a Lean Practitioner in advanced manufacturing and a former lecturer in this topic at  the prestigious Adelaide University. A father of two with three grandchildren, I have been married to my wife and fellow OU student for 28 years. As someone living with neurodiversity, I have many pastimes including being a keen musician, artist, painter photographer and writer of poetry and many others.