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For law students considering alternatives to firm practice, corporate counsel positions are often appealing. For years, in-house counsel often was not viewed as ''real'' lawyers or top-notch legal minds. As business competition has changed in the past decade, however, so has management's view of the role an attorney can play in the management team. For reasons of both cost-efficiency and crisis prevention (as opposed to damage control), corporate legal departments have gone through a major metamorphosis. Business and legal management are now trying to create the most productive, cost-effective legal environment in which a corporation can operate. Along with the changes in the roles and duties of in-house counsel have come changes in the environment in which they work. Once considered cushy, Monday through Friday, nine-to-five jobs with steady salaries, good benefits, bonuses, and job security, corporate counsel positions have become increasingly competitive.

Corporate counsel responsibilities vary from company to company. Some corporations have a small number of attorneys taking care of all the legal work, such as drafting contracts, overseeing employment programs, checking regulatory compliance, and defending the corporation in litigation. Other corporations have separate legal departments with different responsibilities. For example, a corporation may have a different department for litigation, contracts, securities work, intellectual property, and employee relations. Most corporations do not hire summer clerks or graduates fresh from law school. Instead, corporations look for attorneys with practical experience in the legal areas that affect the corporation. Corporate attorneys come from all legal fields-large firms, small firms, government agencies, courts, and a variety of other places. Most corporations look highly upon attorneys who have three to five years of experience-enough experience that the attorneys know what they are doing, but not so much that the attorneys are closed to new suggestions.

Advantages of Corporate Counsel

The primary advantage of corporate legal work is that attorneys can deal with potential problems before they blossom into expensive litigation, strikes, or contract disputes. This ability to prevent problems, rather than deal primarily in litigation, attracts many attorneys to corporate practice.

In larger companies, in-house attorneys generally enjoy high salaries and excellent benefits. Occasionally these attorneys also receive a company car, stock options, a lavish expense account, a board of director's position with another company, and a complimentary membership at a nearby country club. This is not the lifestyle of most corporate counsel, however, as the luxuries of lavish expense accounts and country club memberships are usually reserved for top management.

Corporate counsel generally has an added advantage of having more manageable workdays. While it is no longer common for in-house counsel to work nine-to-five for five days a week, corporate attorneys routinely have less demanding schedules than their law-firm counterparts. In addition, corporate counsel is generally free from billable hours requirements.

Finally, corporate counsel has the advantage of focusing on a single client rather than multiple clients. This allows in-house counsel to build a strong relationship with management and lets the attorneys spend time working on projects rather than hunting for new clients.

Disadvantages of Corporate Counsel

One disadvantage of corporate counsel positions is that in-house counsel may have less variety in the legal work they perform than work taken on by lawyers at law firms. In-house counsel always has the same client, the company, and often does the same deals over and over again.

The second disadvantage of corporate counsel is the pay. In-house lawyers generally make significantly less than, and also are not afforded the opportunities for advancement as, their counterparts at medium and large law firms. Lower salaries for corporate positions may, however, be offset by stock options and other benefits.

Another disadvantage of a corporate counsel position is that in-house counsel can be caught between what the corporation wants to do and what is legal. Because the corporation is the in-house attorney's only client, the attorney cannot refuse to take an unpleasant project and faces critical decisions if asked to do something illegal or unethical.

An additional disadvantage of a corporate counsel position is that it is not entirely secure. Management may decide that the in-house counsel office should be downsized or, in some cases, entirely eliminated. New management may take control and opt to move all of the corporation's legal work to outside counsel. Finally, the company may fall onto hard economic times and break into smaller companies or decide to shut its doors altogether.

Getting a Corporate Counsel Position

Attorneys move into corporate counsel positions in a variety of ways. Corporations routinely advertise attorney openings in law and business newspapers. Occasionally, corporate management will seek out and hire an attorney or group of attorneys practicing at a firm or in a government agency. Additionally, management will sometimes ask its outside counsel to come in-house.

The best way to find a corporate counsel position is to network with attorneys who are presently in those types of positions. For instance, a student interested in landing a position dealing with pension and ERISA issues should contact in-house attorneys who deal with employee benefits. These attorneys might not be in a position to offer a job, but they might be able to share information and job leads. Students who plan to take corporate positions should take every possible corporate-related law class. For instance, even if the student plans only to litigate environmental issues for a corporation, a solid understanding of business and business law will help make the corporate-attorney relationship less stressful.

Networking is very important in obtaining a corporate position, especially if the experience is limited. Most corporations require a minimum of three to five years experience and rarely hire new graduates. Students wishing to practice corporate law should establish contacts before and during law school that will strengthen their chances of getting a corporate position. Because a joint JD/MBA degree is valued highly in the corporate world, it is an option worth considering.