Saturday, 5 May 2012

I'm moving the blog

Hi -

Thanks for visiting.

I'm in the process of moving the blog to - I fancied trying a new platform with a slightly cleaner look.

I plan to eventually move all blog posts over there, but for the time being they will all stay here.

If you've been kind enough to bookmark my blog or put it on your blogroll, please may I ask you to be good enough to change the address.

Hope to see you over at - same content, different place, that's all.

Many thanks


Friday, 4 May 2012

5.15 k/o - what a FArce

I'd love to be writing that I cannot wait until 3pm on Saturday.  But I can't write that and therein lies this tale.

Sunderland's was my first Cup Final goal that I remember.  The year, 1979, watching in my Grandparent's front room.  I was mesmerised at the colour, the vividness and the drama.  I don't know if I saw the whole game but there was no forgetting the end as Sunderland (Alan) after scoring the deciding goal for Arsenal in a thriller, ran like a weary man possessed, arms aloft.

My viewing of the 1980 final was therefore more meticulously planned in anticipation of this feast.  This time my childhood house.  My Dad in the garden outside, occasionally asking me the score.  I think I watched most of the game alone, glued to the sofa.  A dull affair only made memorable by Sir Trevor Brooking's headed winning goal as second division West Ham overcame the odds to beat the much fancied Arsenal.

Then in 1981 we sat down to enjoy some Argentine wizardry and the artisan Glen Hoddle, always with his shirt outside of his shorts, even before kick-off.

Hot spring May Saturdays continued thus (is it just me, or was Cup Final Day in the eighties always hot?) for ten or more years.  It became a tradition.  An all-day television spectacular.  Anyone under the age of 20 won't remember this, but the Cup Final was, back then, the only club game broadcast live on the TV.  This was an annual sporting treat to be cherished.

It wasn't just the match we cherished.  The pre-match build-up wasn't just about retired footballers wearing tight fitted suits and issuing over the moon son platitudes.  This was a kaleidoscope of random television across two of the country's three or four channels.  Saint and Greavsie, Smith and Jones, It's a Knockout and I'm sure I even remember the occasional Question of Sport special.  It seemed that build up started just after breakfast and a magical day was all set up.

My favourite part as a young boy was watching the team's coach ride to Wembley.  Let's just pause here a second.  The finalists used to allow a live television camera on the team bus on the way to Wembley.  There would even be interviews with the players on said bus.  There they were, your heroes, on a coach, off to play the biggest game of their season.  And here they were taking part in a mini TV reality show on the way.  Unbelievable.

The teams would arrive at Wembley (I guess this still happens).  The twin towers.  The on-pitch walk about and more pre-match interviews.  Flipping back and forth between BBC and ITV.  Wondering why the pitch on ITV always appeared in a brighter shade of green than on the Beeb.  A marching band, Abide With Me, the National Anthem and off we went.  The only tradition we could expect once the match started was cramp affecting the players, which year after year it seemed to do, the Wembley pitch sucked the energy out of them like no other.

As for the matches.  Well, maybe this is rose tinted spectacle time, but it always seemed like an upset was possible and that an exciting game was guaranteed.  Who can forget the Crazy Gang beating the Culture Club (Google it if you don't know what I mean)?  Brian "Killer" Kilcline lifting the Cup for Cov.  And on a personal note, And Smith Must Score.  Except he didn't.  But moreover it wasn't just the fans who cared.  The players cared, the managers cared, the owners cared, the club cared.  And we all Knew.  We Knew that this was The Cup.  The grandstand finale to the season.  It was a microcosm of what English (and Welsh) football stood for.  We were proud of this annual event of football pageantry.

If it was a draw, they played again.  Repeat - they played again.  As a neutral, I used to hope for a draw in the final.  Because then we could do it all again on the Thursday, but this time on a school night and under the Wembley floodlights.  Just pause here.  Between them the FA, Wembley and the Met Police managed to stage one of the country's biggest sporting events on four days notice.  Not any more - never again will we have a floodlit replay "Villa, Villa and its still Villa" replay moment - I'm not a Spurs fan but the memory of that goal and commentary still make the hairs stand on end.

There was nothing more wonderful for a young (and not so young) boy as Cup Final Day.

But then, perhaps like the great game itself, it began to change and not necessarily for the better.  For me, it was in 1991, perhaps as Gazza lunged into the tackle that ended his Cup Final and ultimately his career, maybe that can be identified ad the turning point.  Less pre-match build up.  Single terrestrial channel coverage.  No TV cameras on the coach.  No  BBC.  No replays.  Small teams switching their home leg to away grounds to maximise revenue on grounds of safety.  Penalties to decide matches.  Penalties to decide the bloody final.  Man United choosing not to take part.  Semi-finals at Wembley.  Teams playing their weaker sides to save themselves for the league.  No BBC (sorry, said that).  Sponsorship.  Predictable finalists.  Cagey finals.  The Premiership.  The Fourth Place League (some call this the Champions League).  Slowly slowly our great Cup became a second rate competition, when it once used to be the greatest club competition in the world.  And no BBC.

A barrel load of tradition has incrementally been washed away under our noses.

And this year, we have to suffer yet more ignominy.  Kick-off is on Saturday tea-time.  TEA TIME!  Simply so that this once great family friend of an event does not clash with Premier League games taking place earlier in the day.

I will still watch, I always do, it is obligatory really.  But something tells me that Abide with Me at 5pm on a grey Saturday afternoon won't sound quite as mesmerising as it would have done at ten to three.  We used to talk about the romance of the Cup.  The romance has faded over the years.  Moving kick-off time is one more dent in the relationship the governing bodies should have with this competition.  I'm not sure it can endure too many more.

Please, can someone make this competition great again before we regret losing this loveable old friend.  Next year, 3pm please, let's rebuild from there - and how about throwing in a Champions League place for the winner to kick-start this resuscitation exercise.  Enjoy the game.

Sunday, 29 April 2012

See Saw Commercial Law

Are commercial law departments in law firms at a tipping point?

When talking recently with the out-house community, I’ve discussed the old chestnut of law firm billing  (a chat with me is a guaranteed riot).   I'll start at the end of the conversation.  We discussed that the current law firm model is in rude health for corporate transactions, but has a challenging future for run-of-the-mill commercial work.  The outlook is sunny for the corporate rainmakers but cloudy for those who don't know an SPA from a TSA.

Why so?

Well the out-house theory is thus: clients who five years ago had no in-house lawyers now have one or two.  Clients who five years ago had one or two in-housers now have six or seven.  Clients therefore keep most regular commercial work in-house and even when they do outsource it, clients want expert advice but don't want to pay much for it.  They don't value it because they can do it themselves if they have to.  Contrast this with corporate work which clients (generally) can't handle in-house and which they are happy to pay a handsome fee for.

This chimes with a point made to me recently by the MD of one of the newish "alternative" providers of legal services.  When I asked him who his competitors were, he said "You".

Certainly the above theory is borne out in practice in my experience.  When I joined my employer many light years ago, the bigger ticket more complex commercial work was outsourced regularly, if not as a matter of course.  This was no-one's fault, it just reflected the size and specialisms of the team at the time.  Fast forward ten years or so and outsourcing commercial work is the exception in our team rather than the rule.  Without realising it we have as an in-house team been competing successfully for that work with the outside lawyers we would once-upon-a-time have sent it to.

The fees aspect to this subject is also important.  It is correct that clients do not want to pay (much) when they send commercial work out the door, whatever the rights and wrongs of that.  I have a rough idea of what a first draft of a contract should cost for what I'd define as a medium sized project with a few bells and whistles but which is not too complex.  I price that at around £2-3k, give or take (preferably, take).  Most firms, and I'm thinking non-Magic Circle, will do it for that price and as you would expect will do a very good job.  Thing is though, as a partner or associate you need a lot of those £3k projects to meet your billable hours target.  You need a whole lot more of them to get your billings anything close to the corporate lawyers upstairs who can rack up a six figure bill faster than you can say the words "share purchase agreement" (okay, slight exaggeration, but certainly faster than you can conclude negotiating one).

The tipping point from out-house to in-house for this kind of commercial work is only going to tip further towards more work going in-house (or to alternative providers) away from law firms.  Whereas in my view, the corporate rainmakers can continue as is for quite some time yet.
Where then does this leave the leaders of commercial teams in City firms?

Needing to re-invent the service they provide I think.  Rather than re-actively wait for decreasing levels of contract monkey drafting instructions to come in, how about pro-actively selling some new services.  Here is a potential menu:

1. Access to firm precedents - £20k per annum.
2. Access to precedents plus 2 hours consultation on any first drafts produced in-house using firm precedent - £30k per annum.
3. Provision of first draft agreements for twenty unspecified agreements over the next 12 months - £30k per annum.
4. Quality assurance audit of 15 random contracts produced by in-house team - £5k per annum.
5. Intensive training over the year for an in-house team to obtain an accredited qualification in a specialist subject (e.g. copyright) - £10k per annum.

No doubt some law firms are offering aspects of this service already to their more valued clients.  But I recommend they make it a ratecard product which is sold on a standard t&c basis by proper sales-people, not by lawyers who also have to do a bit of sales.

After previous blog posts looking at law firm models, a couple of people have commented that I should concentrate on looking at how in-housers function rather than concerning myself with how law firms operate.  I disagree.  I'm not writing this to try and help law firms.  I'm writing it to try and make the point that what clients want is changing.

Firms who are serious about the long-term future of their commercial practices need to incentivise portions of their partnership to think innovatively in these changing times.  Because if the entire partnership remains incentivised to keep on billing for this year's targets, then we have a turkeys’ voting for Christmas scenario for any partner who goes out on a limb in the way I'm suggesting.  Point is, law firms incentivise their staff for the here and now.  Not for the there and future.

Due to the growth in numbers and excellence in the in-house side of the profession, without a sea change in product offerings the seesaw will continue to tip and commercial teams in law firms will continue to become the ever poorer cousins of the corporate powerhouse departments.  They will be stuck at the top of the seesaw, unable to get off without jumping.  The landing may not be soft if their corporate law colleagues do not feel like catching them.

Wednesday, 11 April 2012

Would you consider an in-house role?

Last week The Lawyer published a front page photo of a female lawyer with the eye catching headline that "65 per cent of you want to be her".  That was one of several intriguiging statistics arising from research compiled by The Lawyer into the attitudes of private practice lawyers to theirin-house cousins, and specifically whether private practice lawyers would like to work in-house instead of in a firm.

The Lawyer already did a deep dive on those statistics so there is no merit in repeating them all here.  But it was the headline statistics in particular which caught my eye and which I think merit further attention. First, The Lawyer's survey found that 68 per cent of all private practice lawyers "would consider taking an in-house role".  Second, the survey found that 80 per cent of all associates "would consider taking an in-house role".

What does this all mean?

Well it is easy to jump to the obvious conclusion that the private pratice business model is bust and associates now realise that.  I admit to partially jumping to that conclusion myself at first and it reminded me of one of my early blog posts where I wrote about my experience interviewing associates looking for an in-house role in New York, just under 18 months ago.

Maybe there is a grain of truth in that, but that argument is too simplistic.  The truth is not that the model is bust, because it's not.  But that as the gateway to partnership, let alone the hallowed equity, narrows year on year, I am willing to punt (this is not an evidence led argument for all you evidencists out there) it is true to say that associate dissatisfaction is pretty high.

But alongside that conclusion, one also has to look at the question which was asked, and a hat tip is due to solicitor Ian Tucker and Richard Moorhead of Cardiff Law School for causing me to pause for thought a bit on this.  The words "would consider" in the question are important and arguably undermine the ability to rely on any conclusions drawn from the survey data.  I suppose I "would consider" any number of things suggested to me, but I might well decline to press ahead with most of them being a cautious lawyer type.  I think The Lawyer could improve on an already fascinating study by making the question more specific in any repeat survey.

I'd also be interested in the answer to a different but possibly the same question.  How many private practice lawyers (associates in particular) "would consider" leaving the profession entirely?  Or even more stark, how many private practice lawyers "sometimes wish" they had never become a lawyer in the first place?  Again in the interests of a lack of evidence based analysis, I'd punt that the answer to my first question would be similar to The Lawyer's magical 68 per cent figure and that the answer to my second question might not be too far behind.

If I am right about the likely answers to my made-up questions, and I acknowledge that is a big if, then I would be very interested in the motivations of those private practice lawyers who expressed an interest in the in-house side of the profession.  Set aside the "I want to be involved in the business" cliché, why is this army of well paid (I'm assuming most respondents worked for large practices) professionals so keen to look over the other side of the garden fence?  Admittedly, the private practice lawyers interviewed for The Lawyer piece made the right noises about how they think life is actually more difficult in-house, its no longer for those who can't hack it in practice and even - gasp - that you even find lawyers in-house who once worked for top City firms blah blah.  So are lawyers in firms looking over the fence because they genuinely believe it is more difficult and challenging?  Or is the reality that unhappy private practice denizens perhaps in reality think that the “pat on the head” sentiments expressed in The Lawyer are a load of old guff and that life in-house offers a more pleasant and easier lifestyle than the one they are currently (not) enjoying?  Because if not, what is the point of considering a move in the first place?

Two final thoughts.

First, a whopping 53 per cent of the partners surveyed "would consider an in-house role”.  This statistic in itself possibly deserves a separate blog post.  It certainly went contrary to my theory that the point of slaving for ten years as an associate is that although you still have to slave for a further ten years or more as a partner the rewards warrant it in the way they do not necessarily do so for associates (disclaimer: do not think that last statement runs contrary to mytheory in this earlier blog post!).  Again, motivation here would be fascinating.  Have these partners earnt enough to pay off the mortgage and school fees and are they willing to take a pay cut to try something else out in the last chunk of their career?  Or is the reality that life at the top of the firm does not quite match the hedonistic promise it has before you get there so they want to get out?

Second, if the fact that 80 per cent of associates "would consider" moving in-house does equate to at least some degree of disatisfaction at life in private practice, is that a problem?  Yes, it is for me.  Not just for the altruistic reason that we don't want a profession full of unhappy lawyers.  But because more importantly, as any decent in-house lawyer knows, we need excellent private practice lawyers and as I think I've said before, an unhappy lawyer does not usually make a good lawyer, or at least does not make a good lawyer a great lawyer.  And we in-housers need great private practice lawyers for the reasons stated at the end of The Lawyer article – that the relationship between in-house and private practice lawyers “ is a partnership in the truest sense”.

Congratulations must go to The Lawyer who put together what I considered a really decent bit of research that has provided me and I am sure others with food for thought.  I would like to see that research go further and ask more binary questions and delve into the motivations for the answers given.

But what does it all mean?  Well, you will have to draw your own conclusions and throw in some assumptions like I have done.  But at a minimum I think it shows - yet again - that those at the top of the law firm tree still have work to do to ensure that their future – and more surprisingly their existing - partners are as happy as they might be.

Saturday, 3 March 2012

Terrace Nostalgia

I normally blog about law.  For a change, I’m blogging about football.  And more specifically about my club.  Brighton and Hove Albion.  We’re by far the greatest team the world has ever seen etc.  Let’s see how it goes, bear with it.....

It was twenty and more years ago.  The walk down the Old Shoreham Road to the Goldstone Ground.  In short sleeves in the spring, huddled against the cold in the winter.  A scarf on whatever the climate.  Past that pub on the Sackville Road cross-roads (but never in it).   Skirting the West Stand with only one destination in mind.  The North Stand.  Turn right, push through the big iron turnstile with blue flaking paint.  Ticket to the turnstile operator behind the mesh grille.  The unmistakeable and satisfying clank of the turnstile as you pushed it.  And you were in.  Away from the worries of the world, whatever they might be, where for 90 or so minutes nothing else could get into your mind.

Through the turnstile.  The stench of the men’s toilets at the foot of the North Stand steps – nothing more than a brick shack with a huge metal trough attached to the wall.  Jog up the steps.  Turn right.  Pass the first entrance to the stand, turn left into the second entrance, the splendour of the pitch in front of you, down a few steps, duck under the barrier and now you were really in.  Into the pen towards the top of the North Stand, behind the goal, just to the left.  We’re the north stand, we’re the north stand, we’re the north stand Brighton boys.  Murmuring an hour before kick-off, volume building in that hour and rocking at 3 o’clock.

The smell of cigarette smoke.  Jostling on the terrace steps to get your place.  A tribal place.  Definitely an edge to the atmosphere, it never would go “off” but it sometimes felt like it just might.  A strange mix of the safe and friendly but ever so slightly edgy.  I was young, not one of the stand’s “top boys” (and I don’t mean that in a hooligan sense), I was there to observe and enjoy rather than as one of the master of ceremonies.  This was a place miles away from village boredom, from school monotony, from ‘A’ Level stress, from anywhere.

What a place this was.   The surge on the terrace when a goal went in that dragged you along like a rough sea.  You could end up yards away from where you had been standing.  And if you were unlucky, end up painfully pinned against one of the terrace bars while the hoards surged around you.  The added magic of a night match, the floodlights only adding to the atmospherics.  Maybe even a few seagulls circling above for posterity, their spiritual home as well as your own.

Enjoying that we were the North Stand.  Affectionately mocking the quiet West Stand (can you hear the West Stand sing), encouraging the altar-boy sounding family South Stand (South Stand South Stand give us a song), never quite sure what to make of the stalwarts who stood on the uncovered terrace that was the crumbling East Stand where grass could sometimes be seen between the cracks in the steps.  And loving it when one of our heroes applauded our efforts, we used to imagine that they’d like to be in there with us.

A clear pecking order even within the North Stand – I never stood right at the top, it would have been discourteous do so, that was where the leaders stood.  You would never start a song, which was the job of the mighty Krispies (he still exists apparently).  You would never contradict a view you heard that you disagreed with.  But despite that, you belonged.

Some great days and nights and memories.  Kurt Nogan scoring a late winner in front of the North at a night match, the first game I took my girlfriend  to sometime in the early nineties (she is now my wife which is somewhat amazing considering that I thought that was a good early date).  Losing four-nil to table-topping Sheffield Wednesday and managing to chant for most of the second half “We’re going to win the League”.  Almost beating Liverpool in a cup replay until Rush and MacMahon turned on the style.  Dean Wilkins (brother of Ray for non-Albion readers) scoring a last minute free kick against Ipswich to take us into the play-offs.  Beating Millwall in the play-off semis.  “Bravely” taunting Leeds fans one lovely sunny day only for the North Stand to scarper back down the Old Shoreham Road once the Leeds support took our invites literally and invaded the pitch, seemingly intent of invasion of our stand (I have never seen a stadium empty so quickly).  Thrashing Luton (then a top flight team) in the cup.  Heroes like Digweed, Keeley, Nelson, Bremner, Chapman, Curbishley, Byrne, Small and of course Crumplin.  And what seemed like every week celebrating Brighton-based celebrities who would be paraded on the pitch – Sir Des of Lynam, Chris Eubank and most surreally Detective Inspector Burnside (Burnside Burnside give us a wave), or at least the actor who played him.

90 enjoyable minutes, even if the football was not always so.  Because those minutes were so far removed from the mundanity of normal life – which for me at this time was school or being home during student holidays (something the more seasoned North Stand congregation would enjoy recognising with the intra-stand banter of “It’s back to school tomorrow”).

Twenty or so years ago.  And then the ground closed in 1997.  Sold, thanks to the actions of a fewindividuals who didn’t love the club (euphemism).  Homeless and so came the wilderness years.  The club lost thousands of fans as it camped first in Gillingham and then at the soulless and non-atmospheric Withdean. 

Fast forward to 2011 since when we (the Albion) have one of the best stadiums in England.  The Amex (or the American Express Community Stadium to give it its full sponsored title).  Padded seats, video screens for replays, good views from everywhere, no surges after a goal, the toilets don’t stink, people don’t smoke, you can buy edible food, we have fan zone on the video screens before the game, Sky Sports in the bars - the edge to the terrace atmosphere has gone but there is still a great atmosphere, it’s just different.  It’s a safe environment where I’m happy to take my Dad and young children.

And our stadium really is amazing.  I’ve visited Elland Road and Anfield in the last few weeks and I’d take our stadium ahead of those two British landmark stadiums any day of the week (although I will add as a footnote that I find the evocative traditional terraced street atmosphere around Anfield something very special to behold, walking through the Shankly gates an almost privileged experience given the history they represent.   And most importantly of all, seeing the Hillsborough Memorial, a rightful and painful reminder of English football’s most tragic day which, as a result of the Taylor Report, led to the all-seater stadia that allow us to now  enjoy football in a safe environment.  A basic right that ‘The 96’ who so awfully lost their lives that day, were so very wrongly denied).

I wouldn’t swap the Amex for the old Goldstone.  That was then and this is now.  But occasionally, just occasionally, I miss the pungent atmosphere of a rocking terrace as a goal goes in, the gallows humour as  a result goes awry.   Rose-tinted spectacles?  Maybe.  But that’s what memories are made of.  Above my desk at home I have a wonderful framed photograph of the North Stand taken by that most brilliant photographer of football stadia, Stuart Clark.  His photos bring memories to life.  And a good long look at that photograph brings those memories very much alive for me.  

If you got this far you must be a Brighton fan.  Or someone who is very tolerant of a lawyer’s musings on a subject he is not qualified to write about.  Thank you for reading this far.  And if you are going to any match today, whoever you support, enjoy, and remember what a beautiful game this is.

Thursday, 16 February 2012

In praise of.....Big Law

If I look back at the 12 months or so I've been blogging, it is fair to say I've sometimes been a tiny bit critical of aspects of the Big(ish) Law model.  Work/life balance, inflated salaries for junior lawyers and the funding by clients of high six or even seven figure PEP levels have featured in my musings.

But this blog is in praise of Big Law.  And if that comes over as at all patronising then I'm sorry, it is genuinely not meant to.

In the last quarter of last year, I worked on two corporate transactions.  One was big and attracted a lot of coverage in the media.  The other was small and attracted less (but still some).  Both were challenging and I suppose even fun in a rose-tinted glasses after the event sado-masichistic kind of way.

We used a different Magic Circle firm on each project.  It is on transactions like these that you really see what well oiled machines Big Law are for dealing with the blue riband events.  The raft of skills and disciplines on offer is incredible.  You want to discuss an issue with the corporate partner?  You get strategic, not just legal, advice.  The documents need turning - again - after a meeting which ended in the small hours?  The associates turn them whilst the rest of the deal team sleeps.  A last minute tax issue comes up and all of a sudden indemnity discussions are rife?  Within minutes you have the tax specialist in the room kicking around the various permutations.  An obscure IP issue gets raised?  And so arrives the copyright specialist.  Everyone is hungry?  A trainee will soon arrange for lukewarm pizza to be delivered.  And all of this is done under deal pressure, under time pressure, under tired pressure, under client pressure (not me, I'm far too nice) without any complaint to the client.

Now I realise that stating this is to state the obvious.  As one partner said to me recently when I pointed all this out, well that's what we do.  Whilst that might be right, I think it is wrong to take excellent service for granted, law firm service isn't always like this. The best deal teams in law firms are not a number of expert individuals, but are a team of expert individuals genuinely clicking together as an even more excellent team. 

These deals aren't easy for in-house counsel either and that might be the subject of a future blog post where I try to garner sympathy for the poor in-house lawyer's lot in life.  Suffice to say, the job of in-house counsel in the run-up to signing of a big deal is to make strategic decisions, risk calls and field a crazy number of emails from the Big Law team. But that role is made easier with a strong Big Law team working with you, trying to make your life as easy as possible.

You hear a lot of talk in business about partnerships or a partnership approach.  Often such talk is trite.  But corporate transactions create a perfect environment for a partnership relationship between in-house and out-house lawyers.  We each bring different things to the table, different perspectives, different skillsets, different personalities.  But when these are combined with the entire team focussed on the same objective, it can create a powerful force.

The old saying goes that nobody ever got sacked for hiring McKinsey.  Well to an extent the same is true of Big Law in a corporate transaction context.  And there's a reason for that.  Because quite simply, they are awfully good at what they do.  Whilst it is absolutely right in these changing times to challenge the status quo, to examine the way legal advice is delivered, to challenge billing models, l don't think clients should be afraid to acknowledge excellence when we see it.  And this is an unambiguous acknowledgement.

This post is dedicated to any corporate associate reading this late at night looking at the hundred page SPA in front of them and wondering whether they can turn it before the 0800 breakfast meeting with the client.  Course you can.  Good night and good luck.

Tuesday, 31 January 2012

What not to review?

It is a basic principle of in-house lawyering that you are supposed to refuse to advise "the business" (aka clients) on things that don't really require legal advice.  Or if you are the GC or a senior lawyer you are supposed to avoid advising on matters that don't require someone senior to advise on them.

It is all about time management you see. 

Simple, right?  Well yes, in theory.  Until a client asks you for some advice that you think you should refuse to provide but with which your client wants you to help.  Turning theory into practice is more difficult.

In our team we call this the Coffee Machine Contract Conundrum (I will resist the obvious lawyerly OCD temptation to define this as the "CMCC").  It all goes back to an occasion where we were asked to review the contracts under which our procurement team was procuring some coffee machines (cutting edge digital media law, that's what we do).  Ah, we thought, this is one of those contracts which we're not supposed to review.  We need to remember that basic principle we've all heard about.  We're supposed to politely say no and spend our time on something strategic instead.  We need to take a grown up approach to risk and tell our client sagely that they do not need to have the coffee machine contract regularly reviewed (when I get carried away I like to think of this as akin to Obi Wan Kenobi in Star Wars telling the stormtroopers in Mos Eisley that "these aren't the droids you're looking for"......with a very persuasive, wise and unarguable "this contract does not require a legal review" voice.  Admittedly, Obi Wan has the edge on me in achieving a successful outcome).

Except when the lawyer "glances" (a euphemism) at the Coffee Machine Contract to, you know, just double-check that it doesn't require review, they discover a low value finance lease underpins the purchase of the coffee machine.  And lawyers don't ignore finance leases do they, even low value ones?  That would be negligent wouldn't it?  Oh, this can all get very confusing.  Do we review it or not?  I know, we'll have a vote - all those in favour of refusing say aye (the commercial lot) and those against say no (the negligent lot).

And since this episode, we refer to contracts or issues that don't really require a legal review as Coffee Machine Contracts.

So it is recently that I found myself advising on an issue that possibly required no legal input at all and certainly did not require me to sign-off as GC.....after all, I have far more important things to do.  Like, erm, wade through email and debate with law firms about invoices (there - first unsolicited and unjustified dig at out-housers of the year, it does wonders for the page views).  I should know better.  I know that this advice fell into the Coffee Machine Contract category.  I ask my team to spend their time wisely.  But I spent my time advising anyway.


Because the client wanted me to.  And they were happy that I did.  If I was an out-houser, a happy client would make me feel good about my day's work.  But as an in-houser, my unhappiness at breaking the CMCC, sorry, I mean the Coffee Machine Contract Conundrum principle, is outweighing the happiness of the client.  But I have a feeling that if I'd refused to help my client, my happiness at complying with that principle would have been outweighed by the unhappiness of the client.  What I think you call a Lose Lose.

Legal process theorists will tell you it is easy to put different types of legal work in different types of boxes and resource them appropriately (or not resource them at all).  And to some degree, this is certainly true.  But what the theorists ignore are the grey areas between the boxes where the Coffee Machine Contracts reside.

Time management is tough.  Theory is easy - but anybody who thinks they can work based on theory alone needs to wake up and smell the coffee (I confess to being mildly pleased with the segue-way into that line). I could go on, but work calls - someone wants me to review the services agreement for the upkeep of the plants we have in our office areas, and who knows what illegal and harmful pesticides the supplier might use if I don't review the contract properly and add an appropriate indemnity......