By delida costin • August 06, 2016•Writers in Residence, Careers, Firms and the Private Sector, Nonprofits and the Public Interest, Other Career Issues
This is the second post in a four-part series about IRAC as a useful management tool for the new general counsel and explores ways to find the rule of law. The first post, IRAC As A Management Tool; Start With The Problem, explored ways for the new general counsel to identify issues when she arrives at a new company.
What is IRAC?
IRAC is the framework that every law student uses to write her first legal memo. The first section of the memo states the issue, the second section recites the rule of law, the third section applies the rule of law to the particular facts and the last section is the conclusion.
"R STANDS FOR RULE OF LAW" WHAT LAW APPLIES?
The rule of law, and your fluency with it, is one of the more valuable assets that you bring to your company. It provides guard rails, if not explicit requirements, for a company's actions. Your prior experience with the rule of law will help you map a course even in those moments when there is no specific law on point.
Other groups must be well-versed in the law, but for you, your role rests on the law’s existence. It is one of the reasons that you sit at the table. Even in those moments when the business concerns seem paramount, you must wear two hats: that of an executive weighing the best course for the business, and that of the lawyer, perhaps the only one in the group, drawing on her fluency with the law’s nuances.
One challenge for the new general counsel is the job description itself: to ensure that the company complies with all applicable laws. That can be a tall order if you haven't had prior experience with all applicable laws that regulate your business. Furthermore, you cannot always walk down the hall to chat with legal experts in practice areas other than your own. More often than not, non-lawyers are walking down the hall to chat with you.
learn the rule of law in new practice areas
First, let's focus on a working definition for rule of law.
- Black letter law. This is what we remember from law school. It lives in case law, statute, regulation. The bar tested you on it. You are an expert in it for your particular area of expertise. Black letter law includes cases, statutes, regulations, and official guidance from regulatory bodies. We can get jazzed by the theory of black letter law, but black letter law itself is only an intermediate data point. It is important because it helps to answer the final question, “does the law impact our strategy and if so, how should we adapt?”
- Best practices. Over time, industries, companies and teams develop ways of operating efficiently and legally. We develop process, standard operating procedures, workflow, and checks and balances. All of these best practices evolve in part as black letter law shapes risks, rewards and remedies.
- Non-apparent law. Sometimes the rule of law is nothing more than an irregular and incomplete boundary fence that marks the outer limits of a legal arena. Under these circumstances, your job is to help the company operate without hitting that fence, or even to use legal tools (such as litigation and policy work) to build the fence.
To find the rule of law, you must hire, hang out and hover
- Hire. Build the right internal legal team and outside counsel bench. Consider depth within a particular practice area, ability to communicate, problem-solving skills, and pattern recognition. Are candidates able to teach and apply their experience to different fact patterns? Have they seen issues often enough to understand the factors that lead to different outcomes? Do their skills supplement those of others on the team such that you have a well-rounded repository of knowledge?
- Hang out. Join groups where the thought leaders and practitioners are networking and sharing knowledge. Here are the names and websites of just a few: Women’s General Counsel Network, the Association of Corporate Counsel, and ChIPs (dedicated to advancing women at the confluence of law, technology, and regulatory policy). The state, national and special-interest bar associations are also great resources with committees that tackle new issues.
- Hover. Be deliberate about dedicating time to hover in your own virtual library. Read not only the newspaper, but also a few periodicals or blogs specific to your practice area and the law generally. Subscribe to databases that compile information about best practices or policy trends. Don’t treat continuing education as a chore; take advantage of learning opportunities throughout each year.
The rule of law is the second step of IRAC. It is important to find the applicable law. Like the issue, it will not be neatly packaged, but you will be able to find it if you hire, hang out and hover.
Next post: How to apply the rule of law to the facts of your company.
Delida Costin is the former general counsel of Pandora Media and lynda.com. She is also a proud alumna of Boston University School of Law. She often speaks about leadership, legal practice and diversity.
Learn more about Delida on her website: www.delidacostin.com
Follow her on Twitter.