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Barry Shapiro Quoted in LIBN, "In-House Counsel are More Than Just Attorneys"

Apr 6, 2007Corporate Law

Media Source: Long Island Business News


Lawyers can be the ultimate outsiders, maintaining an objective distance from deals and disputes, directing traffic from the sidewalk.

In-house attorneys live in the middle of the intersection.

Barry Shapiro, an attorney at Melville-based Meyer, Suozzi, English & Klein, remembers his nine years as in-house attorney at Avis Rent-a-Car, a time when he 'knew the industry in ways outside counsel couldn't. '

'Outside counsel sometimes had depth or expertise,' Shapiro said. ‘But outside counsel can’t move through the corporate structure the way inside counsel can. ‘

In-house counsel, typically part of the senior management committee, isn’t just involved in legal issues. These attorneys typically concern themselves with acquisitions, creating compensation contracts and helping run the company – rather than simply dealing with run-ins and other corporate fender-benders.

‘Inside counsel tends to be business-oriented, goal-oriented,’ Shapiro said.

Adam Silvers, a partner at Ruskin Moscou Faltischek in Uniondale, worked as in-house counsel at Manhattan-based software firm System Consultants. The view from the inside is very different from the one you get at a law firm like Ruskin Moscou, he noted.

‘You are part of the decision-making management team,’ Silvers said. ‘If you’re general counsel, you have to have the complete picture of how your company is doing on the legal side, and the business side as well. ‘

For instance, as part of the management team, Silvers reviews weekly and monthly financials. ‘You have a responsibility to ask the right questions, whether it’s a legal or business issue,’ he said.

Jules Halpern, a principal at Halpern Employment Law Advisors in Mineola, said in-house attorneys get to ‘know the culture of the organization and the senior executives very well. ‘ He’s speaking from experience; Halpern served as in-house counsel from 1984 to 1996 at Home insurance Co., a Manhattan-based property and casualty insurance company later taken over by Zurich Insurance. Halpern then worked in Manhattan-based Random House’s human resources department as senior director of employee relations, handling employment law and reporting to the general counsel.

On the inside, ‘you feel more attached to your actions,’ he said.

When Random House bought Golden Books, Halpern helped review and compare employee benefits. He helped structure employment agreements for various executives, including detailed descriptions of severance packages.

Silvers said he ‘quarterbacked’ System Consultants’ handling of a proposed acquisition, directing due diligence, reviewing transaction documents and setting up a separate suite to handle negotiations away from the office.

While in-house attorneys often become friendly with executives, they sometimes run afoul of them. In those situations, they often call in outside attorneys to back them up.‘I remember plenty of situations where I needed reinforcements,’ Shapiro said.

When this happens, executives sometimes overrule the advice of outside counsels who agree with an out-of-favor in-house attorney. It’s not unheard of for these sorts of disputes to end the tenure of in-house counsels. ‘I know people who have resigned their position rather than stay with companies where they believe management was doing things sailing too close to the wind,’ Shapiro said.

But being part of a business can bring enormous financial benefits. In-house counsels can obtain perks such as stock options, making such work much more lucrative than a law firm post.

Even with that inside knowledge track, sometimes the smartest thing inside counsels can do is know whom to call, and when. Shapiro was once contacted by an in-house attorney from Florida who needed help repossessing a plane whose owners weren’t paying the lease. Shapiro went so far as to board the plane being taken to make sure it was the right one.

‘Management probably has no idea who we were and what we did,’ Shapiro said.‘But you can be guaranteed inside counsel knows who we were. We got the inside counsel to look good. ‘