Career Spotlight – Life As In-House Counsel

by Julia Bahner

For some young lawyers, in-house counsel are our clients; for others, our career aspiration. For the rest of us, in-house counsel represent another one of the endless career paths available to the young lawyer. This article focuses on the role of in-house counsel and is based on interviews with three in-house counsel attorneys in Washington: Matthew J. Wagner of Expedia, Inc., Sherri L. Jefferson of Starbucks Coffee Co., and Jean M. DeFond of Washington Mutual.

Matt Wagner graduated from Harvard Law School in 2000 and worked from 2000-2004 in the Technology Business Group at Perkins Coie LLP before joining Expedia, one of the world's leading online travel companies. Expedia is headquartered in Bellevue and has offices throughout Europe, Australia, and the Pacific Rim. Additionally, Expedia owns a controlling interest in a leading online Chinese travel agency, eLong. Expedia’s in-house legal department has more than doubled in size since Matt came on board in 2004, and currently has 16 attorneys. As Senior Corporate Counsel for Expedia, Matt works on deals and conducts in-house education and outreach activities to his internal clients within Expedia, primarily supporting the company’s North American retail and Asia/Pacific operations. His top three responsibilities are advising his internal business clients, negotiating agreements, and drafting contracts.

There are differences between a law firm associate position and that of in-house counsel. As an associate, Matt used to split his time among many clients; today, his job as in-house counsel means that he has one client (Expedia) and gets to learn its business in depth. Matt also enjoys that the fact that being in-house means that he can focus on being a counselor at all stages of a project in order to help grow Expedia’s business. In comparison, outside counsel may frequently be brought in only at the crisis stage, at the end of a deal, or to document a deal once the terms have been negotiated. Matt hires outside counsel at Expedia when looking for special expertise or to do overflow work. He values responsiveness and efficiency in outside counsel.

While Matt finds that the in-house lifestyle is still demanding, he believes that not having to bill hours makes things more manageable. Matt also finds being in-house more collaborative than being at a firm. Because each attorney is working for the same client and often on projects that relate to one another, Matt is able to interact with his colleagues much more than at a law firm. Matt’s advice for those looking to go in-house is to first get solid and varied experience at a law firm. New attorneys can get lots of training and supervision while at a firm, where usually there is no time to provide this level of oversight in-house. Often a young in-house lawyer will be working without this “safety-net,” so it is necessary to be comfortable with skills and judgment. For those currently at a firm who are looking for in-house opportunities, Matt advises you to make and maintain excellent relationships with clients. Good attorney-client relationships can easily develop into job opportunities. If you are not working directly with companies that hire in-house counsel, he suggests active networking. Friends, colleagues and acquaintances can be excellent sources for job referrals. Going in-house is easier for those with transactional experience, but many larger corporations do hire in-house litigation staff. Matt believes that if you focus on becoming a good lawyer first, the opportunities will present themselves to you.

Ms. Sherri L. Jefferson (WYLD President in 2001) is in-house counsel at Starbucks. She graduated from Tulane law school in 1994 and moved to Seattle to work at Davis Wright Tremaine LLP in its employment litigation group. She stayed there for over three years and then practiced for another three years at Stoel Rives LLP before moving in-house to Starbucks. Currently Starbucks has approximately 40 in-house attorneys. Sherri believes that one common misperception about in-house attorneys is that they work less than their peers at law firms. Sherri’s work at Starbucks is just as demanding, if not more, than the work she did while in private practice. Addressing employment law issues, Sherri works on all local, state and federal discrimination and EEOC matters. Every day she must be at the office and accessible to her clients across the country and in Canada. Each day also brings new status reports, developments, and meetings that she must attend. She believes that being in-house allows one to know the client better.

As far as what Sherri looks for in outside counsel, she hires a person, not a firm, and she looks for bright, capable attorneys who are responsive to her time limits and to her legal needs. She especially wants counsel to work in a timely manner and get her drafts of substantive pleadings (which she always reviews) several days in advance of the due date so that she can have time to adequately review them. A draft should also be what outside counsel would consider to be the final product, not a draft that Sherri will have to proofread. She also looks to hire diverse counsel in order to promote diversity in the profession.

Sherri’s advice for young lawyers in general is to keep things in perspective and try to maintain a good balance between work and life, something Sherri is still working on herself as she takes the time to spend more time with her friends and family. She also says that you have to learn how to say no to the many people asking you to sit on boards and participate in community events. By realizing that time is limited, you will remember to make time for yourself and those closest to you. Sherri’s advice to young lawyers looking to go in-house is to learn all the basic skills of a good lawyer and counselor in order to make the transition to the bustling in-house position easier. She also finds that to excel as an in-house attorney, one must learn to think practically and like a business person. Finally, if you are not passionate about the company you work for and if you do not enjoy the environment, you will not enjoy your job.

Mrs. Jean M. DeFond attended law school after working for five years in government jobs in Oregon. Her government experience included some lobbying efforts where Jean learned that she likes being engaged in public policy debates and efforts. After law school, she started her career at the Portland office of Lane Powell PC. She stayed at Lane Powell for 13 years, rising to equity partner. A headhunter then approached Jean to go to work for Washington Mutual as in-house counsel.

Her day-to-day work as in-house counsel requires her to concentrate on one client, but also across many different units within the bank. Jean finds that in-house practice is just as demanding as being in private practice, as it is still deadline-oriented and busy. Jean agrees that in-house attorneys get a greater depth of practice because they know their clients so well, including the clients’ business practices and short and long-term goals. Much of her job involves monitoring outside counsel. When hiring outside counsel, Jean looks for experts in the particular field.

Jean’s advice to young lawyers is to develop an expertise after law school that will be valuable to corporations seeking in-house counsel. At the in-house level, the training and mentoring that takes place in private law firms is not as prevalent, so Washington Mutual usually seeks experienced practitioners. Her final word of advice for young lawyers is to keep eyes and ears open and be aware of the danger in being asked to do something that an attorney should not. She cautions young lawyers to listen to their inner voice on whether something is right or wrong, and to be prepared to stand up for what they believe in and question overall strategy and goals.

Julia Bahner is a WYLD King Country trustee and can be reached at julbahner@hotmail.com.