Yale Law School

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Lane Blumenfeld, JD '86

Member of the Firm

Outside GC, LLC
Washington, DC

Areas of Specialization: Virtual General Counsel specializing in Corporate, Commercial, International, and Technology Law

 

After graduating from Yale Law School in 1993, I found myself bound for Moscow having found a tremendous opportunity to combine my academic interests in law, foreign policy, and Russian affairs—all of which I had studied throughout my formal education. I landed a job directing a U.S. AID-funded project that advised Russian policy makers on commercial law reform. What did I know about commercial codes, let alone European-influenced civil law? Well, not much (I went to Yale after all). But then again, there were few seasoned lawyers who both spoke Russian and were willing to live in Moscow, a city that had become the most expensive place in the world to live, yet still turned off its hot water for months each summer—ostensibly to clean the pipes. Not to mention it was gaining a much deserved reputation for organized crime. Despite such “attractions,” I was able to coax actual commercial law experts, including a few of my former professors from the Yale Law School, to endure Moscow and work with the Russian drafters—having conveniently left out the no hot water bit. For my part, in lieu of personal comforts, I gained experience ranging well beyond what most young lawyers could hope for so early in their careers: supervising staff; administering a budget; advising high level government officials.

 

After two years (and in need of a hot shower), I returned to Washington and joined Latham & Watkins, a premier international law firm. While I knew that no firm could offer a junior associate the pizzazz, power and prestige I had encountered in Moscow, it did provide the concrete legal and analytical building blocks essential to my development and maturation as a lawyer. Regardless of whether you ultimately choose to spend your career working in a law firm, government, public interest, academia, in-house, or outside the legal profession altogether, I submit that there are few, if any, better places to be trained in the fundamentals of practicing law than at a law firm.

 

That said, the law firm environment left me feeling distant from the problems I was trying to help solve. I knew I would be more intricately involved with the client’s decision-making process as a lawyer in the public sector or in-house. Such venues would also offer the satisfaction of witnessing firsthand the results of decisions I would help make and/or influence. So I left the law firm world after a few years to take what became a series of in-house jobs in the communications and technology sectors. Truth be told, I had no particular knowledge of, nor interest in, communications law when I first went in-house. Rather, I had narrowed my focus geographically to DC-based corporations with an international focus—which at the time largely meant energy or telecommunications. Luckily, given the different direction those two markets took in the 1990s, I chose communications. (On reflection, a decade plus later, perhaps I should have stuck to guns and butter—that is, oil.)

 

I worked for more than a decade at companies involved in the delivery of various technology services and products to businesses, large and small, domestic and internationally-based. With each new job, I found my portfolio of responsibilities increasing and my impact on the business growing. Eventually, I became chief counsel and corporate secretary for a publicly-traded company with global operations. Helping to prepare me for this executive role was exposure to what I believe are the four critical components of a company’s in-house legal department: corporate, regulatory, transactional, and administrative. (By administrative, I don’t mean Chevron, but rather management issues: human resources, budget, facilities, etc.) While an attorney may become a general counsel with expertise in only one of these four functions, he or she must quickly develop a high level of understanding of the others. Additionally, in today’s corporate environment post-Sarbanes Oxley, I believe chief counsels are duty bound to become fluent in corporate governance, regardless of whether one’s company is public, private or not-for-profit.

 

As chief counsel, I was often asked: “so, what do you do?” It was a question I found surprisingly difficult to answer. But the first thing I told people is that while I was the company’s lawyer, management expects much more than pure legal advice from me. Simply put, management seeks concrete advice on how to act. Thus, I found myself affecting strategic business decisions daily, not by writing well-researched and documented memorandums (which business folk rarely read) or by cautioning on all the reasons not to move forward, but by quickly, simply, and succinctly identifying and quantifying the risks and devising, if necessary, alternate strategies for accomplishing the business objective. Second, I noted that the word “general” in a general counsel’s title means just that. Chief counsels, as well as any attorney in a small law department, are involved in every facet of the business and engage in many activities that are not traditional lawyer work: increasing sales productivity; cost reduction; employee and management compensation and incentives; business strategy planning; marketing and public relations; and so forth. Third, I said that in-house attorneys find that they lack the time to do anything as thoroughly or proficiently as they were trained to do. There are a number of reasons for this, but a significant, and for some frustrating, explanation is that companies never allocate the resources legal departments’ desire. To understand why, remember that in a law firm lawyers are the revenue source. Thus, everyone else is by definition overhead and their job is to help enable the attorneys to maximize their revenue potential. In a company, the reverse is true. Not that we don’t help make or save money for the company, but company attorneys are not, by definition, revenue generating. Thus, we are overhead.

 

Yet that is small price to pay for the multiple rewards life as an in-house lawyer provides: better hours (well, relatively speaking), closer interaction with business folks, greater control over the scope and timing of work, increased responsibility, and, until recently, those lucrative stock options. Ah well, one can’t have everything. At least I never had to pay when I went to lunch with my buddies from law firms.

 

After leaving my last company, and pondering for some time what to do next, I decided to try and combine the best of practicing law from the inside and outside. I managed my own practice, VIRTUAL In-House Counsel, PLLC, for almost seven years, before joining forces in early 2012 with Outside GC, an innovative team of 30 plus senior business attorneys, all of whom have both law firm and substantial inhouse general counsel experience. Outside GC, like VIRTUAL, has developed an alternative approach to the conventional legal services, avoiding high overhead inherent with larger, multilayered law firms. This alternative model seeks to meet the demand of corporate clients for their outside counsel to act more like inside counsel, by offering practical, business-oriented solutions—at a reasonable price. At Outside GC, I help find solutions for clients to a wide range of global business law problems in the commercial, corporate, and technology areas. I also serve as a virtual general counsel to companies without or between chief legal officers.

 

A final word on career development for attorneys choosing to work in-house: you are responsible for managing and directing your career. Unlike in a firm, where attorneys move pretty much in lockstep with their colleagues based solely on years of experience, corporate legal departments generally lack established promotion and career development paths. So you have to create your own. In a small- to midsized department, advancement may be blocked by more senior or longer tenured attorneys and, absent their departure or promotion, there is nowhere for you to move. In this case, if you wish to gain more seniority, responsibility, and/or pay, your recourse may be to switch companies. Gone are the days when you walk directly from school into an IBM and leave 25 years later with a retirement watch. Today, you will undoubtedly switch jobs on multiple occasions. And nothing is more important in doing this successfully than building and maintaining a network. So despite the time constraints, get out of the office. Participate in bar activities. Attend conferences. Have lunch with friends at other companies. Send holiday cards to contacts you have made socially, in business, and at school, and keep them apprised of your career development. And, when someone asks you for help or advice on the job front, give it. That person trying to climb up the ladder from below may very well be the one on the top rung when you look up a few years hence.

-2014