The legal roundtable included experienced in-house counsel from various industries, many of whom support sourcing initiatives. Although the questions were similar to the questions in the other roundtables, the legal roundtable was very focused on how to best work with the in-house clients to get the most utility from the legal function. Below are some key points raised, in no particular order.
On many projects there is a very blurry line separating legal issues and business issues; in fact, it is usually not a very helpful distinction to make. Keeping the lawyers involved from a business standpoint will help ensure that any documentation is closely aligned with desired business outcomes and also provides perspective that is useful to the lawyer when evaluating risk.
Clients tend to think of lawyers as being problem solvers, but the many lawyers will also have useful, non-legal, input based on other experiences he or she may have had. Clients should leverage that experience.
When an engagement anticipates innovation as part of the value proposition, it is useful to engage legal counsel very early to help work through the operational aspects of the innovation process. This allows concerns such as intellectual property rights and trade secrets to be taken into account as the processes are developed. It is much easier to formulate processes with these issues in mind than it is to rework processes with these concerns as an afterthought.
In considering when to bring in legal counsel, a simple deal value threshold is not sufficient to determine whether legal participation is required. In organizations where legal resources are limited, a sophisticated evaluation process that separates risk from deal value should be developed for determining when legal review is necessary. It is not unusual for small deals to have big consequences.
Legal review for cloud computing deals are especially important. Given the nature of the cloud and the divergent offerings, legal review is particularly important for compliance and privacy reasons.
Cloud deals also tend to have contracts that may be quite different from the marketing materials associated with the offering, and these must be fully vetted to ensure that the business expectations are met once the contract is signed.
Much of the conversation at the roundtable focused on the relationship between counsel and their clients. The general consensus was that lawyers can do a much better job when they are brought into deals early and when they are allowed to be involved as a business partner with their clients. This will go a long way in avoiding surprises, and will ultimately make the contracting process more efficient. In smaller organizations with fewer resources the discussion focused on ensuring that the proper risk mitigation procedures are in place, including a sophisticated method for deal review that evaluates risk outside of deal value. Lawyers in general are looking forward to a more collaborative and interactive relationship with their clients. Aside from allowing the lawyer to be more effective, it is also because most people function better as part of a team.