An Inside Look at In-House Counsel

Episode Notes

Transcript

State Bar of Texas Podcast

An Inside Look at In-House Counsel

10/09/2018

 [Music]

Intro: Welcome to the State Bar of Texas Podcast, your monthly source for conversations and curated content to improve your law practice with your host Rocky Dhir.

[Music]

Rocky Dhir: Hi, and welcome to the State Bar of Texas Podcast. This is Rocky Dhir coming back to you. We’ve got — you’ve got a big question today, we need to talk about the Promised Land. Every lawyer out there knows what I’m talking about, it’s the Promised Land. You get out of law school, you go work at a firm for a few years, and then you go in-house. We all want to go in-house, right? Every lawyer wants to somebody go in-house because, oh, it means predictable hours, it means weekends off, and it means that life suddenly gets much, much easier, or does it? Let’s talk about that.

I’ve got a couple of amazing guests here with us today and we’re going to learn everything there is to know about going in-house.

So, first in no particular order, we’ve got Shruti Krishnan. Shruti is in Dallas. She is actually in-house counsel at Ziosk, and if you don’t know what Ziosk is, Shruti is going to tell us in just a moment.

And we’ve also got Bill Kruse. Bill is actually a regulatory and compliance lawyer at Gallup in Washington, DC. He’s got great stories about DC, but he’s also got some great insights on going in-house. Why? Because he’s literally written the book on it, it’s called ‘The Corporate Counsel Survival Guide’ and we’re going to talk about that in just a second.

Bill, Shruti, welcome.

William Kruse: Thank you.

Shruti Krishnan: Thank you.

Rocky Dhir: It’s great to have you both here with us. So, tell me something in-house, is it really peaches and cream, and daffodils and running through meadows with not a care in the world?

William Kruse: I think you can take from our silence, we don’t agree.

Rocky Dhir: Yeah, it sounds like this is one of those myth fact kind of things. So, Shruti, let’s kind of start with your story here a little bit. Tell us about how you ended up in-house and first of all tell us what Ziosk is?

Shruti Krishnan: Well, Ziosk actually is known as Tabletop Media, and we basically manufacture the proprietary set of tablets that are at restaurants, such as Chili’s Olive Garden, Red Robin and Friendlies. These are tablets where you can order menu items off of them and then you could also pay at the table and then play games and premium content.

Rocky Dhir: Yeah, because I would never play any of those games, never ever ever, right? No. I hope there’s no cameras watching me play those games at the Olive Garden. With the endless salad and breadsticks, I get to play endless games. So that’s actually kind of cool. Full disclosure to everybody. I’ve actually known Bill and Shruti each individually for a number of years now, although the two of you are now meeting each other for the first time.

So I know a little something about each of these folks, and Shruti, you have been in-house for like five years now, is that right?

Shruti Krishnan: I believe so, yes.

Rocky Dhir: And that crazy time flies, right?

Shruti Krishnan: I know.

William Kruse: We’re almost to retirement, Shruti, can you believe it, that’s how fast the time is moving.

Shruti Krishnan: I sure hope so.

Rocky Dhir: No, no one, you two, you will never retire. You guys are going to be always at it and doing something fun. So, Shruti, you were at a law firm before, what kind of work did you do before going in-house?

Shruti Krishnan: So I actually practiced Health Care Law. My back story is that I graduated in 2010, kind of towards the tail end of the recession and so while I was a summer associate doing intellectual property work, I actually graduated without a job. Fun fact.

Rocky Dhir: And I think there were many like you. I mean, you weren’t alone by any means, right?

Shruti Krishnan: No, no, I wasn’t alone. Unfortunately in 2010, a lot of firms wouldn’t even interview candidates until after we passed the Bar exam because there were so many people from the previous years that were deferred or who had offers rescinded.

Rocky Dhir: Right. I remember that well. It was a tough time for all new law grads. So, what happened after that? You graduate, you passed the Bar exam and then were you just kind of hurrying up and waiting or what happened?

Shruti Krishnan: I was, I was waiting. I was applying to every potential job that I saw. I actually even did some unpaid internships with UT Arlington with their office of technology transfer and management, and then I met with someone who was able to send my résumé on to one of her contacts at a small mid-sized — or I guess a mid-sized Texas firm, and I was primarily interested in intellectual property but my background is in the life sciences, and intellectual property in the DSW area is more geared towards people with engineering backgrounds.

And so I thought I would take a chance on another practice area and pursue healthcare law, and so that’s what I initially practiced when I was at a firm and it just — it wasn’t for me to be frank.

(00:05:05)

I wasn’t really happy with what I was doing. I ended up doing a lot of work on Medicare and Medicaid audits and anti-kickback and stark and essentially healthcare wasn’t all that I thought it would be.

Rocky Dhir: So, are you talking about the practice area or are you saying working at a firm? Where was the fit issue that you were experiencing?

Shruti Krishnan: I think it was twofold. One, it was the practice area and two, my experience at the firm was there were wonderful people that I was working with but I didn’t really have anyone in my practice group who could provide mentorship or be an advocate for me.

Shortly after I joined the firm the two senior associates in my section departed, so it was basically myself and the higher level partners with no bridge between us.

Rocky Dhir: Well, that’s interesting, okay, so there was a mentorship gap for you that you were kind of missing out on, you felt maybe you needed to have in your professional life?

Shruti Krishnan: Correct. I essentially never had any face time with clients, and so it’s very isolating, feeling like you’re working on something but having absolutely no interaction directly with a client.

Rocky Dhir: And so at some point you say it’s time for me to maybe change course a little bit. Did you have your eyes set on going in-house or did in-house come to you?

Shruti Krishnan: In-house actually came to me.

Rocky Dhir: Wow, okay. So you went from graduating with no job as you said to having a wonderful in-house opportunity basically make its way over to you, that’s a total change and reversal in course for you.

Shruti Krishnan: It is, sometimes they say, when it rains it pours.

Rocky Dhir: Yeah, wow. Okay. So, an in-house job made its way over to you. What kind of work was it and did your healthcare experience kind of help you at all with that? Can you walk us through that?

Shruti Krishnan: Sure. I actually left my firm position without having another job in place and so saying that the in-house position came directly to me is a little bit misleading. I was looking around at other opportunities and I had been interviewing at firms and I had also met with a couple of recruiters, and nothing had really come to fruition, and I had actually been introduced to some attorneys, including you, Rocky, through a Twitter group.

Rocky Dhir: It was tweet ups, tweet ups as we called it, we were like Smurfs, everything was about Twitter or tweeting.

Shruti Krishnan: Absolutely. It was essentially a group of DSW attorneys who were active on Twitter and who’d meet up for monthly happy hours and one member of this group actually sent out a tweet saying, hey, I have a friend who’s a general counsel of a small tech startup company and is looking for a junior attorney to come work for her.

And essentially I immediately direct messaged her and sent her my résumé and it got passed along to one person and then to another person and then finally to this general counsel who then called me up and I met her for lunch, and that was it.

Rocky Dhir: And then he went in-house. Now the kind of work you were doing at this first company before you landed at Tabletop Media, was it healthcare-related or was it a whole new world for you?

Shruti Krishnan: A whole new world. It was technology related, particularly software technology, and the industry was different. It was actually in both the fuel space and the grocery space and had to do with loyalty programs.

Rocky Dhir: Wow, now that’s okay, and then — now I see you do that for a little while and then after a number of years I think it was — if I remember it was about four years for you before you landed at Tabletop Media.

Shruti Krishnan: Yeah, it’s almost four years. Correct.

Rocky Dhir: Now Tabletop, did you carry over any skills from your last company over to Tabletop or was it yet again a complete sea change in terms of work?

Shruti Krishnan: Well, it was a change as far as industry is concerned. At Tabletop we do a lot of manufacturing and we also do software, but it’s a restaurant industry, right, so it’s not in the fuel space, it’s not in the grocer space. However a lot of the tasks are similar, essentially working on contracts and regulatory matters, working with HR with the chief security officer on data security and privacy, things of that nature.

Rocky Dhir: So it sounds like in both cases you had a pretty steep learning curve going from law firm and healthcare into technology, manufacturing, and then from there over to what you’re doing now. I mean, it was every single time you had to learn either a new industry or a new paradigm of doing work, is that fair?

Shruti Krishnan: That is.

Rocky Dhir: Okay. So now, I want to take a second and kind of get Bill’s perspective because full disclosure Bill and I are older than Shruti, so we’ve been around a while. We are more — I think Bill they call a seasoned now, I think we’re at the point in our careers where we are seasoned, which I know if that’s good or bad.

William Kruse: No, old.

(00:10:05)

Rocky Dhir: Old? Okay. Well —

William Kruse: Just old.

Rocky Dhir: Because I mean seasoning is what you oftentimes do to food so I don’t know if that means we’re just — our goose is cooked or what.

So Bill, now, first of all you started out your career actually in the US Coast Guard, right?

William Kruse: Yeah, yeah I did. So, it was fairly interesting. I spent a good deal of time getting through undergrad, was in no hurry, had a lot of fun and had always planned on two things in my life and one was to serve in the military had been a family thing and something I always wanted to do. And the other was to be a lawyer grew up as a kid watching Matlock and Perry Mason and reading legal fiction, and so I got great opportunities to do both in my career.

Rocky Dhir: Well, first of all, thank you for your military service. Being a lawyer is thankless but thank you for your military service and for all you did for the country.

William Kruse: I think I got more out of it than they got out of me personally but —

Rocky Dhir: Well, from some of the stories I’ve heard, it sounds like that might actually be true but after you got out of law school, you did mostly like maritime and admiralty work if I recall, right?

William Kruse: Yeah, it was maritime and railroad both. They share a lot of bodies of law when I was on Active Duty, they were kind enough to send me to law school and that’s kind of what I mean when I say I got a lot more out of them.

So, I had the benefit of being able to graduate without a lot of debt but a lot of students don’t have that opportunity today. And I was really torn, I wanted to stay in, I really enjoyed practicing law in the Coast Guard, I got an opportunity to work under our JAG team in Miami while I was there after I had been transitioned off a ship, worked with a bunch of great folks. We were doing some interesting stuff sort of as an externship program for me because I still had my main job in finance and procurement for the Coast Guard. But we got to work on international issues, ships wanting to board one country’s flag vessels and another country’s waters and you’d be the on-called desk attorney and try to figure out bilateral treaty agreements.

And then you might be working on procurement law, the Coast Guard buys things and has Federal Acquisition regulations, they have to follow. So you might be working on some of those issues and then you may have a coastie who gets in a bar fight at a port call and maybe you got some UCMJ issues.

And so not that that happens a lot thankfully, a Coast Guard is full of goods, Active Duty seamen and great gals as well and they are luckily a good group, so there was not a lot of UCMJ issues. But yeah, those are the types of things that just kind of happen or you would get loaned out to the US Attorney’s Office prosecuting some type of crime that the Coast Guard had arrested someone for whether it’s fisheries or people smuggling or something like that.

So, I got to work under some great attorneys on a lot of those types of issues kind of in a quasi in-house role if you think of the JAG that way.

Rocky Dhir: Right.

William Kruse: Got out, I had also worked on felony work for Miami-Dade Public Defender’s Office, B and C felony trial work as part of a law school experience, it was amazing. But that was an interesting career junction for me because my time was up in the Coast Guard and I needed to make a decision if I stayed in and did my career as a JAG lawyer or transitioning from my job into permanent JAG type of status on the Coast Guard or practice outside.

And I had an older friend who had gone to law school with me and he said, you really love being in a courtroom, you loved it with the public defender’s office, it’d be a shame if you’re not going to get a lot of those opportunities as a JAG lawyer and maybe get out for a little while, go to a firm and then if you want you can always get back in.

And so I did. I went to a firm initially in the Midwest where they did a lot of railroad and some maritime. They wanted to grow their maritime practice. I was coming out of the Coast Guard and they saw it as a good fit and hired me and it was so started my career.

Rocky Dhir: So, going from Coast Guard JAG over to your firm and doing Admiralty work, was that for you a pretty steep learning curve or did that just kind of seem to naturally flow from one to the other?

William Kruse: So minor correction, so Coast Guard, they have paid for law school but I never transitioned to their JAG. I worked under them as part of the program and it was a transition, right, it was a first — I won’t say it was my first real foray into practice outside was litigating maritime and railroad cases and it was a shocker.

(00:14:55)

It was a shocker in the level of work of a nationwide litigation practice. It was a transition for me, I was used to deploying for three, four months at a time and then coming home and being home for a while and it was weird to go to a job where I was on the road four days a week in three different states, at any given time, barely home, see the dog, have a date with a wife at an airport because she might be traveling for work but it was — it ended up being almost the same number of days away but just interspersed to where you couldn’t gather a rhythm to your life, a rhythm underway, a rhythm deployed and then a rhythm at home.

That was a lifestyle change for me.

Rocky Dhir: You took your wife to dates at the airport, she must be the single most, most generous and tolerant woman.

William Kruse: Lucky.

Rocky Dhir: Well, lucky you.

William Kruse: Exactly. Yeah.

Rocky Dhir: Lucky you.

William Kruse: Lucky she put up with it.

Rocky Dhir: I’m telling you, you could have gone from the runway to having a runaway, so this is — you got lucky she stuck around.

So you worked at the firm couple of years, I imagine, and then at some point — now you went you went straight from that firm over to Gallup and the rest is history.

You’ve been a Gallup for the remainder of your career up till now, right? So — now talk about the transition. I mean, going from law firm to Gallup, I don’t imagine were you doing a lot of admiralty and maritime work at Gallup or was it just a whole different practice area for you?

William Kruse: It was a whole different practice area. It was interesting, I had thought I would go back into the Coast Guard and this is where Shruti and I have somewhat of an overlap in the weird job downturn of the employment industry story.

My original thing was I would practice for a while and then go back in. I put a JAG package together and submitted it, went through my interviews, background investigation the whole nine yards to go back through my interviews. One of the lawyers I had served under wrote my letter of recommendation, he was in-charge of the Naval War College legal branch, he was training the new JAG attorneys as they were coming in, I thought I would be a shoo-in with his recommendation.

And I would have been but the lawyer, an economy crunch happened and they took — they had enough people in the extended education program to fill the ranks and just took no one from the outside that cycle, and so I didn’t get picked up and my career forecast changed greatly because of that.

I had a discussion with the managing partner in my firm where I essentially just said, this was not supposed to be my full career for my whole life and I love the training that I’ve had, I love the work, I’m not quitting because I need a job and there’s no one hiring lawyers right now.

Rocky Dhir: Sure.

William Kruse: But this isn’t going to be my permanent future and I think you guys have a right to know that. And I think this is a big chalk up to being open and communicating and being trustworthy and having trust in people. They kept me on, they didn’t just walk me out the door and say thanks and they kept me on while I looked for work knowing that I would be transitioning.

I moved to DC knowing there were quite a few companies here who did work with the federal government and I figured I would use my time from Active Duty to parlay into an in-house job and that’s kind of essentially how I ended up at Gallup. They were looking for someone who had experience in government procurement, I was lucky enough to have done that while I was in the Coast Guard and then worked on some procurement law issues under the JAG guys while I was in law school. And it was like you said the rest is history, that’s where I’ve been ever since.

Rocky Dhir: Okay, so now let’s talk both of you in terms of that first day, you go in-house, you’ve been at a firm and it sounds like neither of you really started out your legal careers envisioning that you’d be in-house as maybe at least not as quickly as you were.

So, Shruti, let’s maybe talk with you for a second, describe that first day when you were in-house, how did it feel and how did it differ from what most of us might think of as work at a law firm?

Shruti Krishnan: Well, I think the biggest difference and how I felt was when you go to a law firm, essentially you’re with a class of other associates that are all starting at the same time as you, right? So, you have several other people who are either your same age range or on your same experience level, and you’re all kind of coming up together as a class. So there’s that built-in camaraderie.

I moved to a company, actually both of the companies I’ve been at have very small legal departments where it was essentially just myself and the general counsel. So, it’s been isolating. I was able to meet with a lot of the different internal clients, different business teams, but you’re kind of out there on a little island on your own, and no one to really show you the ropes.

(00:20:02)

Rocky Dhir: Although I imagine, it’s got to be kind of refreshing to have, for lack of a better term, normal people around you, it’s not all lawyers all the time, I mean, you can meet Betsy from accounting and Jim from marketing and there’s just different people with different backgrounds; I mean, that’s got to be kind of refreshing.

Shruti Krishnan: Oh, absolutely. I think it’s refreshing to be able to speak with other people and interact with them on a daily basis and they’re the people that you’re actually providing services to. But, in that same respect, especially going in house so quickly, I was a little bit intimidated.

I moved to a company in like I mentioned the fuel and grocery industry and I had no background in it, and I was working with business folks who had spent the majority of their careers in that industry. So that’s definitely one of the things I had to overcome initially even as early as my first day, just trying to, I guess, fake it till you make it and exude the confidence of, hey, I’m an attorney, I know what’s going on.

Rocky Dhir: Did you find that the non-lawyers in your company had a preconceived notion about what lawyers are like? I mean, did they see the law department as kind of being the ones that tell them what they can’t do and always says no all the time or were they — do they have a pretty — a pretty fair view of what lawyers do, at least in-house lawyers?

Shruti Krishnan: I’ve been fortunate that both companies have been startups that have been around for between 10 and 20 years. And the first company I was at, they had only ever had a general counsel and she was even fairly new. She had been at the company for only two or three years prior to my arrival.

Rocky Dhir: Sure.

Shruti Krishnan: So they didn’t really have any preconceived notions and I’m very fortunate for that. Now, at my current position, there’s certainly a couple of people, particularly sales folks, who definitely perceive legal to be the blockers, and as I say as I’m sure Bill will agree with me, legal is never here to say no to anything unless it’s absolutely illegal.

What we try to do is say, yes, but, and maybe you’ll have a differing outcome, but we’re going to try to minimize the risk and liability for the company.

Rocky Dhir: So, Bill, as we said earlier, you’ve actually written a book, ‘The Corporate Counsel Survival Guide’. Now, let’s talk about maybe your first day on the job and what prompted you, I guess, about seven or eight years after your first day in-house to write a book? What brought this about?

William Kruse: Sure, yeah, so my first day was interesting. I actually started a week early. They gave me a start date.

Rocky Dhir: Of course, you did.

William Kruse: But then —

Rocky Dhir: Did you just show up at the door and say, hey, I’m here, please show me my office?

William Kruse: It was very close to that. They had no computer for me at, they had no on-boarding materials for me at. Now, I heard the CFO was in town. I work at our headquarters but the CEO is here, the CFO and accounting is at operational headquarters in Nebraska along with IT and a lot of our other back-office functions.

And it was an excellent opportunity that I couldn’t really miss. He wouldn’t be here the following week when I was supposed to start and as an in-house person, you really need to — you need to understand kind of where your c-suites are coming from, you need to have some face time with them, and so I just couldn’t miss the opportunity. So I went ahead and I at least let the GC know that I would swing by instead I just went ahead and started my first day of work. So, I came in, crashed a few meetings, got to know him, I had no computer or no work so it was kind of a great first week, it was scary.

I remember sitting at Dunkin’ Donuts down the street from my office, right where it used to be the Verizon Center where the Capitals and the Wizards play and now it’s Capital One Arena. But, I’m sitting there and it’s a cold, wet, rainy Washington, DC wintry day and I’m just trying to kill time, so I don’t show up two hours early, a week early, I at least wanted to come when people were here at the office.

I remember talking and there’s a thing in — a little intro in my book about this, I was talking to a very good friend of mine and we’re still friends today, I’m not sure why his name is David Pollock and he says, I can’t believe they hired you. Do they know you have no clue what you’re doing and thanks for the vote of confidence, Davey, on my first day.

Rocky Dhir: Right, of course, right, right.

William Kruse: Yeah.

Rocky Dhir: I would have said the same thing to you by the way if I’d known you back then, so I’m with Davey on this one. Yeah, I am with Davey on that one.

William Kruse: I’ve hidden it from him for eight years that they — I still don’t know what I’m doing.

(00:24:56)

So I come in and I lucked out that I work for one of the greatest bosses and a really great general counsel. He said, well, welcome early, but I don’t want you to try to rush into things, I want you to get the lay of the land from who does what and where and I want you to take your time to understand the people here and the work we do and it was all new to me.

I didn’t work before for an analytics advisory data consulting firm. I didn’t know how we got clients or how we turned job leads into full-blown prospects, into on-board putting people on client site and creating work and billing, and there’s just a lot that I didn’t know.

And so, my first day and my first week, my first six months was like drinking from a firehose. It was interesting. And not anything like my practice to law to firm. I kind of knew at a firm, work a case, get a case, work the facts, find witnesses, put a trial together, and this was not like that. This was definitely the practice of law in a business, not the business of the practice of law.

Rocky Dhir: And first of all, I think this tells a stark contrast between you and me because if I was in your shoes and I’d shown up a week early and didn’t have a computer, I would be going full-on George Costanza. I’d be taking naps under my desk and I’d be walking around hurriedly trying to look busy while actually doing nothing. I mean, hats off to you for actually making that a substantive first week. It would have been very different under my watch.

So, hey, it is what it is. But, now, let’s maybe try to fast-forward maybe a few steps, so you said, it took you about six months to kind of get your bearings and see where everything is and meet the right people. One thing that kind of strikes me is, you were rather prescient in thinking, all right, I need to go and meet the CFO, I need to meet the c-suite folks. Talk to us a little bit about how important that is because I think when you’re practicing at a firm or when you’re in law school, most of us are taught to think of our jobs vis-à-vis other lawyers and the client is sort of this amorphous entity that we represent.

You seem to have more of an insight into who within that client entity you’d want to get to know. So, talk about the role of the c-suite, if you don’t mind.

William Kruse: Yeah, sure. So, your client is the company, right? The shareholders are owners and this company is a client and that seems easy to understand but it often times is murky. You have internal clients that really are kind of your clients, your internal stakeholders, you get work from them, you do work for them. But ultimately, you’re representing this amorphous thing called the company.

And yet — so internally companies have power structures and they have resourcing issues, no company has unlimited amounts of resources just so accounting doesn’t get everything they want. And the people doing R&D work for whatever it is you’re developing, designing, and ultimately selling, they don’t have unlimited budgets and unlimited manpower.

And sometimes, there’s competing between old — the company the way it was and the things they used to do and times change and now you’re selling different types of engagements or different client relationships, different products, your service offerings change and you’re going to have folks who like the way it was and some folks who see the future and those all come down to competing interests and you really need to understand that there’s a management team.

And they have — if they are working well together which I was lucky at Gallup, they were, they have a shared vision and a leadership strategy in a long-term plan and short-term tactics and you need as a in-house counsel to understand where that leadership team has its head.

Because ultimately, you’re going to go back to your office and the clients you see every day which may not be the CFO and the COO, it may be a Director of Sales for the East Coast or operations consulting lead for Mid-America. They may not be on the same page as the leadership team. And you need to understand your role when things are brought to you about where those fault lines are, where the trench lines are and who you represent and how you best represent them.

You got to kind of understand what roles everyone has and where their interests lie and make sure they’re in the best interest of the company and you’re backing up, I don’t want to say the right team, but the team that’s on your client the company’s best interest.

Rocky Dhir: So, Shruti, does this all sound familiar or do you have a different take on this?

Shruti Krishnan: No, I completely agree with those sentiments, absolutely.

(00:29:55)

Rocky Dhir: Now Bill, something prompted you to write a book about your experiences-in house, what made you write a book and how did you kind of organize your thoughts into something that could be publishable and that people could read and digest, kind of walk us through that process in your head of how you got from point A to being a published author?

William Kruse: Yeah, so a couple things transpired all around the same time. I happened to work for a general counsel who as a hobby, it was an English major for undergrad, writes a few novels or things like that and publish them, and they’re really good.

Rocky Dhir: As a hobby? Did you say that’s a hobby?

William Kruse: Yeah, that’s his hobby. We were on a plane together once coming back from a meeting we had in Brussels and he was sitting next to me and what’s out this Word Processor, this was kind of pre-Chromebooks or you could use your laptop but he liked to use a personal device and so he had a small — I can’t remember what it was, but anyway, he just starts typing and he’s writing a book next to me making the most of his time during a flight. It made me watching a movie look like a slacker and my wife says, you could write a book too, you should write a book, you’re really good at writing or communicating and I was kind of like, no, I don’t have time for that.

But then I got a call from a very good friend of mine, a lawyer from a firm we had used that her and I had done a lot of work together on different things for Gallup and she says, hey, I’m going in-house and I need some help, can you go out for a cup of coffee?

So, we go out for a cup of coffee, we’re talking, she’s asking all kinds of questions things that Shruti and I have been talking about the transition, who are the players. Now she’d only spent time at a firm, she’d never been in a company, so what does that look like, who has what roles, what do they do, how am I going to make this transition, what’s my workday going to look like, what kind of things do I work on, what do people worry about who are in house?

And we joked around that there should be a Survival Guide for people to go in-house and then right after that I have the fortune of belonging to an amazing Bar Association section under the ABA, the Tort Trial and Insurance Practice section.

Rocky Dhir: Absolutely.

William Kruse: And someone from a book publishing board, the one thing, great thing about belonging to a Bar Association is you do get opportunities to learn and grow as a professional something a lot of in-house attorneys don’t do or stop doing once they leave a firm. And they were looking for ideas for a book and I joked around that I just met with someone who said we needed a Survival Guide for in-house counsel and the transition and all of the things and they thought that was an amazing idea.

So, I kind of accidentally walked into that one and raised my hand said, okay, I guess I’ll write it, and then they answer your next question, how did it end up on paper, how did it come to fruition? Well, I do spend a good deal of my time in places with no Internet which is hard to find nowadays but I happen to have been shortly after that meeting I happened to find myself in Douala in Cameroon and was at a place that had no Internet and no Wi-Fi. So I took it upon me between some meetings just to crank out some writing and then submitted those sample chapters, the book publishing board loved it, asked for a full transcript, and in a way we were — we were off. So I started writing a book.

Rocky Dhir: There is so much to unpack here. So you’ve got a boss who writes novels for a hobby and then you are in Cameroon with no Internet. Now let me — when you’re in Cameroon with no Internet did they have television?

William Kruse: Yeah, there is the hotel at least, a small little hotel right in downtown Douala, by downtown it’s not New York City, but it’s downtown. They had a cathode ray tube television on the wall, so there was one TV, but none of the shows I’m used to normally watching, no.

Rocky Dhir: Okay, so Shruti, look, I’m hoping you’re with me on this one because if I was in a country with no Internet and even a TV on the wall, I’d be finding something to take interest in on the TV. I don’t know that I would sit there and write a book. What about you, what would you do with all this time on your hands?

Shruti Krishnan: Do they have wineries? I don’t know.

William Kruse: No, but they have amazing seafood.

Rocky Dhir: See this is what I am talking about.

William Kruse: The generous people very sweet and so you could eat, but not really — not a lot of wineries, no.

Rocky Dhir: But still would you write a book sitting there in your spare time, I’m not sure I would.

Shruti Krishnan: Probably not a book. If I ever did walk into that space I would probably write a blog versus a book, and it would be just stream of consciousness.

Rocky Dhir: Okay, blog I could see. You’re both still more overachieving than I am. I think I’m going to start a club for substandard adults, because I clearly don’t know how to — I clearly don’t know the adulting world as well as you two do. You guys are writing books and you’re at least expressing a willingness to write a blog post, you’ve got nothing else to do. I’m total underachiever over here and I need to find a way to drown my sorrows.

(00:35:07)

Okay, so now that we have established that I’m the underachiever in this threesome that we’ve got going on here, tell me about your — about maybe the lessons, Bill, that you think people need to learn and then, Shruti, I want to see your reaction to those because we’ve got — I certainly wouldn’t, I’ve never been in-house, I don’t know that I would know what to do if I was thrust into an in-house position.

So, Bill, what would you say are some of the — maybe the top three things that folks that are not in-house need to know about being in-house?

William Kruse: Yeah, that’s an excellent question and I think you could divide this up a little bit. I think there’s the practical aspect of what do they need to know right, some of it is why are you wanting to go in-house. If it’s for a vacation and a smooth retirement and the meadows you spoke about in our intro.

Rocky Dhir: Right, daffodils and lilies.

William Kruse: Yeah, that’s probably a bad idea.

Rocky Dhir: So that’s a myth, okay.

William Kruse: Because the work is different but it’s work and it’s still especially if you’re working at a company that has any number of employees, those employees bring personalities and issues and complexity, and the company will have a range of problems that don’t always happen between 9 and 5, and so you will still work weekends and you will still work in the evening, and it may not be doing the things you were doing at a firm, but it will be something different.

And so, I think there’s a whole list of things we could unpack around that about the practical aspect of what is your days look like, what type of work are you going to see?

I think the other thing that people need to understand about in-house is it is very different today than it was five years ago, very different today than it is 10 years ago. The role of the in-house counsel and the general counsel has changed dramatically within companies and you need to be prepared for what the modern-day in-house counsel role looks like, not what maybe it was when everyone thought that it was the retirement package for a reward for serving your time in a law firm. You need a certain business-minded focus, you were a business adviser, and I think we could unpack a lot of that. And I think those fall under two very different buckets, if you will.

Rocky Dhir: Shruti, let’s maybe turn to you since you’re the other one amongst us who’s actually had in-house experience. Bill says first that the work is — it maybe not what people think about in-house work, it’s not necessarily easier, it’s different and you’ve got all kinds of personalities and still work late nights and weekends. Has that been your experience too?

Shruti Krishnan: It has to a certain extent. Like I said, I’ve been in smaller legal departments where essentially we’re not siloed over certain business teams, we kind of are the jack-of-all-trades and so issues will come up, you’ll always have fire drills and sometimes I do work late in the evenings or on weekends.

Another thing that I think is really important to point out is that oftentimes your time is not your own, it’s not like being at a law firm with your office door shut and you’re just drafting or reviewing things. You’re in a lot of meetings to just learn more about the business, learn about strategy or you just get pulled in to give advice or to get involved in the process on the outset and with all of that time being consumed in meetings oftentimes I don’t even start doing my actual concrete work until say for in the afternoon and you still have to meet certain deadlines, and so I end up taking some of that back with me.

Another thing is, it’s funny that Bill mentioned that a lot of in-house folks kind of stopped being involved in Bar Associations. I was involved with Bar Associations when I was at a firm but I’ve continued in being involved and have actually become more involved. I’m currently president of a local minority Bar Association and by proxy I’m involved in some of the other ones as well.

And if I have to take time out to go to a luncheon or a Bar Association event I don’t just clock out at 5 o’clock, I still have to come back to the office or take that work home and complete it.

So, I think there’s a certain trade-off that a lot of folks at firms don’t realize when they go in-house. They think it’s 9 to 5, and that’s it, they don’t really have to think about anything afterwards, but it’s not like you’re just confined to your work and not integrated into the other parts of the company.

Rocky Dhir: There was something that Bill you wrote in your book where you said not everything is an emergency and so sometimes you just have to – there may be a problem, it’s not about the company problem but it’s a problem, and sometimes you just have to wait it out and let it resolve itself.

(00:40:00)

Rocky Dhir: Shruti, do you find yourself ever coming across that that you just have to sit, be patient, let it resolve itself?

Shruti Krishnan: Absolutely. I think one of the things that we as in-house counsel have to be aware of is, you have to be comfortable with not giving any answer right-away. Oftentimes, people will come to you and say, oh, I need this right-away and you don’t know all of the facts and I actually read the excerpt of Bill’s book as well, and I agree.

Sometimes issues just kind of resolve themselves or you don’t have all the facts. To counter that though, you also have to be comfortable with making a judgment call on your feet without all of the information; sometimes things are not necessarily a legal issue but something will come up and you don’t have the time or the resources to do a full-blown investigation to, okay, should we do this or should we do that, and you just have to make that call and be comfortable with doing so.

Rocky Dhir: And I think for a lot of lawyers that probably is hard to do, right, I mean because we’re used to saying, well, I don’t know, I’ll find out and then come back later with an answer, but you’re saying sometimes, you have to make a call right there on your feet, which I think could be kind of jarring for some folks.

Shruti Krishnan: Oh, absolutely. I mean, one of the things that I really had to learn and get comfortable with was when you’re at a firm, you’re writing a memo saying, okay, well, if this happens then this is what could happen, if this happens this is the result, and really all you need to do in-house is have like three bullet points. These are the three potential outcomes, these are the risks, that’s it.

And oftentimes, it’s not legals call to make, but it’s just giving your assessment and then letting the leadership team or your internal clients make the call.

Rocky Dhir: And then Bill, you said a second point is about the role of in-house counsel on how it’s changing and kind of the landscape and what perhaps companies are looking for in terms of their in-house teams. Can you talk a little bit about that?

William Kruse: Yeah, sure. It used to be that you — when a company achieved a certain size they might finally hire one general counsel that may have a deputy general counsel for a certain other division or something but most of it was managing outside counsel, handling some corporate secretary responsibilities, and just really kind of running the litigation portfolio from an overseer standpoint, taking the law firm, being ultimately responsible for the selection of the firm, having a relationship with those outside counsel, and being a litigation manager of sorts, and providing some board advisory functions.

But there wasn’t a lot of reliance on the in-house counsel as a business partner, from soup to nuts and today, that’s just not the case. I mean Gallup went through a real change over the last 10 years where a lot of the historical business just doesn’t exist anymore, the type of work that the company was doing has transitioned and the traditional market research side, whether that’s become sort of commodity based and so we’ve moved in different directions more to advisory roles and data advisory.

And so, what you would have seen in the old world would have been the business leaders making decisions, looking at financials, looking at market changes, making decisions and then general counsel dealing with whatever may have happened because of that, whether it’s employment litigation from risks or whether it’s customer issues, any B2B lawsuits or anything else that may come up.

Today, that’s not what you see. What you see is having a seat at the table and providing legal and business insights as a trusted partner and adviser through a whole process. So the leadership team having the general counsel with a seat at the table saying, hey, this is what we’re looking at, what ideas do we have for transition and then how will those transitions affect our workforce, and our people.

And is what we’re going to do have impact from our exposure to risks in compliance and litigation space, and how do we mitigate those risks and what should we do differently and they’re having a seat at the table to try to help shape products and service offerings so that you don’t end up in the position old general counsel, and I don’t mean old gray hair, I mean, the older model of a general counsel.

So, you just got stuck cleaning up and thinking, dear God, what kind of idiot design the program like this. Of course, we were getting sued, right?

Well, now, you don’t have to face that because you have a seat at the table to literally help shape programming, shape the changes in the company, shape the employment practices because you’re sitting there and really helping protect the company, protect your client from the start of discussions all the way through the product life cycles, and I think that’s a drastic change in the type of in-house practice.

(00:45:08)

I mean, to the point where we’re really starting to see in-house departments in-sourcing, in-sourcing immigration issues and for our H-1B issues and in-sourcing visa issues for moving our folks around our global offices, in-sourcing our government contracts litigation, in-sourcing our employment litigation or B2B litigation.

Still relying on maybe some alternative service providers to do brief writing or to help with some research but you’re just seeing now, this is which where even outside counsel reaching out to us to say, well, how do we stay relevant? Right? How do we not just get replaced by in-house firms that are becoming sometimes full service? It’s a drastic change.

Rocky Dhir: There are some very big ones too, some very big in-house litigation departments. I mean, it’s happening, right? So, interesting changes all around. We could talk about this for hours and hours and hours, and obviously for those that want to learn more, luckily, there is a book, and Bill, that’s your book, ‘The Corporate Counsel Survival Guide’. How do people get their hands on it?

William Kruse: Well, right now it is for sale through the American Bar Association’s bookstore. So they could either — if you Google ‘The Corporate Counsel Survival Guide’, you will find links to the ABA site.

Amazon is also a way to pick it up. It’s on pre-order right now because they’re releasing a new edition for the Amazon sales, that won’t actually be available until February of next year through Amazon. So right now, you go through the ABA bookstore.

Rocky Dhir: And find it there and get themselves a copy, now here’s the other great little life hack I’m going to share with you out there when you’re listening is, if you ever go to an ABA conference and you happen to come across Bill Kruse and you happen to have his book in your hand, he will autograph it for you. Am I right, Bill?

William Kruse: You are, I’ll even get to know you and make sure it’s something personal but for sure and I always love meeting people at the Bar events and not just at random events but if there’s ever people who have an interesting idea, I’m always trying to connect people on to speaking engagements whether that’s at a CLE or giving you an opportunity to write and get published in a journal, a small journal entry or a blog post.

I think something that Shruti and I are saying is that you have to stay relevant in your field, too many in-house counsel I see become unplugged. They get really comfortable where they are and with the changes we’re talking about to a modern in-house counsel role, you have to stay professional and grow as an attorney. You cannot get stale, and this is important.

Rocky Dhir: Well, it is. I mean, I know personally I’ve had former in-house lawyers reach out to me when they’re no longer in-house counsels and it turns out they don’t nobody because they never took the time to get out and network and really get to know people.

So that’s — that is sage advice, and Shruti, you’d mentioned earlier about how mentorship was something you were really looking for and that’s what sort of prompted you to kind of maybe look for other pastors and then you found yourself in-house.

Would you be open to younger lawyers contacting you for — if they need a mentor and they need some advice, and if so, what’s the best way to get in touch with you?

Shruti Krishnan: Oh, absolutely. I’d be happy to. In fact, a recent member of the Bar organization that I’m currently president of, was a recent graduate and then moved to Texas and we helped find her an in-house position right out of law school, which was great. Anyone who wants to reach out can reach me at [email protected].

I can provide you Rocky with my email address and other contact information as well, and I think it’s really important to continue networking once you are in-house. There are a lot of Bar Associations out there, there’s also an association of corporate counsel and really what I found is I have this breadth of people now that I could reach out to who are also in-house counsel who come from a variety of backgrounds and are of different age ranges, and we kind of can lean on each other when it comes to any issues that come up.

For example, if I have an employment issue come up and I am debating on whether I need to engage outside counsel or not on it, I can reach out to one of these folks and say, hey, have you guys ever had an issue like this arise. If so, who did you use and that’s advice that I even give to people who are at firms is like once you’re in-house, a lot of times you get your recommendations on who to engage as outside counsel from other in-house folks.

(00:50:05)

Rocky Dhir: Right, right, now it makes a lot of sense. So, now that’s sage advice for sure, and Bill, same question to you. If somebody is looking for some mentorship, they need somebody to just kind of use as a sounding board, can they contact you, and if so, what’s the best way to get a hold of you?

William Kruse: Yeah, I’m more than happy to work with law students coming out who think they might want to go in-house, lawyers who are thinking about a transition, they can easily reach me at [email protected], and the alternative too is there are in-house mentorship programs available. I know ABA Tips has one that we help start about five years ago, and —

Rocky Dhir: It’s a very robust one, yeah.

William Kruse: It is, every year we get a lot of in-house counsel who agree to be mentors and we pair them with in-house counsel, young in-house counsel who want to be mentees. I spend usually a year together having phone calls, coffees. You know, the best part about these mentor-mentee relationships, is a lot of times you don’t want to go — if you’re a Deputy General Counsel or you are Associate General Counsel, you don’t want to go to your General Counsel and say, hey, I know you tasked me with this new project and I just don’t know what I’m doing or I’m unsure of myself or I’m unsure this is the place I want to be forever or I know we’re getting bought out and I’m scared of getting riffed and what should I be doing.

But that’s where you really can rely on a mentor outside who is not affiliated to your company and you could say, hey, how do I deal with these situations, how do I handle a CFO who looks like he’s going to clash with the new CEO and I’m stuck in the middle. How do I handle this problem going on here where I’m being a pawn in an internal power struggle at work or it looks like we’re merging or we being bought out and there’s a whole new legal department coming in, how do I try to tell someone that I want to be here or how do I tell someone I don’t want to be here, because I don’t like the new corporate culture, but I also need my job, so how do I handle that discussion?

Those are a lot of things that a mentor-mentee relationship can foster that are beyond just the practice of law. So, I would encourage not just to reach out to me, but also to go to the ABA Tips website, look for the Corporate Counsel Committee and put in an application for a mentor. And every year new mentors are assigned with mentees and it’s a — that’s a great program.

Rocky Dhir: I know you and Shruti you’re also both on LinkedIn, so that’s another way for folks to maybe reach out and message and even if you’re not the right mentors for them you might be able to connect them with folks or send them over to Tips or wherever.

So, if they’re looking to connect with you LinkedIn is another place that I know from experience is a great way to kind of reach out to both of you.

William Kruse: That’s true.

Shruti Krishnan: Absolutely.

Rocky Dhir: So, guys, I want to thank both of you for being here. You’ve given of your time and of your experiences and your wisdom. There are a lot of folks out there who I’m sure will be able to benefit from this. So thank you both for your time. Bill, Shruti, you guys have been a fountain of knowledge.

William Kruse: Well, I hope so. This was really enjoyable. Thank you very much, Rocky.

Rocky Dhir: Absolutely. Shruti, thank you as well.

Shruti Krishnan: Oh, no, thank you and I wish I had Bill’s book before I went in-house, because I plowed through about 50 pages of it last night and it really is quite instructive.

William Kruse: Well, I’m glad you said that. I’m glad you liked it.

Shruti Krishnan: He did not pay me to say that.

William Kruse: I did not.

Rocky Dhir: No, no, Bill wouldn’t pay any of us to do anything. Are you kidding me? I’ve known him a long time. But all joking aside, it is very — it’s very entertaining to read too. It’s a very easy read, it’s a page-turner. So, I do recommend that anybody interested in the in-house life should get their hands on this book. It is something that I think will make a very wonderful addition to your — to your reading list.

So, guys, again, thank you again and thank you out there for listening. You make this show what it is and you make this podcast what it is and we can’t do this without you. So thank you so much for being here.

I had made you a little promise earlier that going in-house was a promised land or I’d made a statement that it’s a promised land and actually it turns out it may not be the promised land, it is actually a very promising land and if you’ve got the right people in your corner, you’ve got the right questions to ask, it can be a very, very rewarding career.

So if any of you are interested, please take advantage of the resources that you have heard here and please be sure to rate us on Apple Podcasts and give us a review. We need to know how we’re doing and we’d love to hear what you think, and remember guys, life is a journey and we want to thank you for tuning in to the State Bar of Texas Podcast.

This is Rocky Dhir, signing off for now, we’ll see you next time.

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(00:54:55)

Outro: If you’d like more information about today’s show, please visit legaltalknetwork.com. Go to texasbar.com/podcast. Subscribe via Apple Podcasts and RSS.

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The views expressed by the participants of this program are their own and do not represent the views of nor are they endorsed by the State Bar of Texas, Legal Talk Network, or their respective officers, directors, employees, agents, representatives, shareholders, or subsidiaries. None of the content should be considered legal advice. As always, consult a lawyer.

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