Next, in the strategic planning process, in-house counsel should answer four foundational
questions in order to develop an allocation plan to best balance the mix of work completed in-house and work performed by law firms:
■ Foundational Question #1: What Services is the Law Department Delivering to the
■ Foundational Question #2: How is the Value of the Services Prioritized?
■ Foundational Question #3: Who Should Be Doing the Work?
■ Foundational Question #4: What Can Be Done to Drive Costs Down?
Addressing the foregoing questions will help a legal department to explain what drives value in its
outside counsel engagements. For example, value can be driven by expeditious resolution of a
major litigation, or effectively completing certain deals or transactions, or by providing advice and
counsel to prevent certain issues from arising in the future. A law department should also
determine which of the factors that “drive value” should take priority. In this way, each law
department will ultimately define value in a unique and customized approach to fit its company’s
specific goals and objectives.
Beyond subject matter (“the what”), there is valuable strategic guidance to be conveyed as to the
manner in which the work is to be performed (“the how”). For example, what is the role of
technology in utilizing existing work product and facilitating interaction among client, law firms,
and vendors? How important are cost savings and what is the best way to achieve them? Is there
a role for innovation in the delivery of legal services and emerging developments like alternative
fees? What is the basic time frame for measuring success—one year, three years, five years?
Answering these questions during the strategic planning process will help lay out a path for how
best to structure outside counsel efforts and terms to deliver greater value in light of the client’s
If planning—laying out the path—is the first part of the strategy equation, then monitoring
progress to stay on course (and adjusting as necessary) is the equally important second part. This
aspect of strategic execution goes far beyond a one-time planning process. It requires continuous
effort in terms of aligning legal department structure with strategy, developing business skills
among lawyers (inside and outside counsel), and building legal department credibility as a team
that helps achieve business goals—even in the face of change.
The following resources elaborate on how in-house counsel can utilize these key aspects of
strategic execution to deliver greater value.
Vicken B. Bayramian, “The General Counsel as Strategic Thinker,” ACC Docket 29, no. 2
(Mar. 2011): 23-27, available at
(highlights the importance of framing legal issues in the context of business advantage; see