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Second This!
A Personal Look Back at My Secondment
By Craighton Goeppele
My experience while on secondment, with both its risks and challenges, gave me many fresh, new perspectives that helped me grow both personally and as a lawyer. When done well, a secondment can benefit all involved: client, law firm, and lawyer.

In 1996, I was a fourth-year associate in the Seattle offices of Graham & James LLP/Riddell Williams P.S. I enjoyed all the benefits of working in a firm--a comfortable office with a stunning view of Puget Sound and the Olympics, a secretary I shared with another attorney, easy access to a state-of-the-art library, IT, a matter management system, and seasoned, fun mentors and colleagues. I worked hard, but life was comfortable and predictable.

I also had a strong interest in international practice and kept asking about opportunities. The timing was perfect as our Seattle office had recently joined the international law firm of Graham & James. The firm offered me the opportunity to go to our Tokyo office and be seconded to ITOCHU Corporation, then our firm's biggest client.

I had never heard of the term "secondment" before 1996 and could not find the term in any dictionary that I had. In the legal world, a secondment is a temporary loan by a law firm of one of its lawyers to a client to work in-house in exchange for a fixed or reduced rate.

To my surprise, my wife, also a lawyer, agreed to leave her job and move to Tokyo with our two small children. Altogether, we lived and worked in Tokyo for almost two years. I worked first at ITOCHU on secondment for a year and a half, and then for about six months in our firm's Tokyo office.

Much of this article is about my own experience and what did and did not work for me. I also received input from my boss at ITOCHU, Kirk Maeda, and Starbucks general counsel, Paula Boggs, who have both worked with lawyers on secondment.

Benefits and What Helped Me
Benefit 1: Quality Work and Broad Experience. The most immediate benefit for me was getting a ready, hands-on opportunity to deal directly with clients on quality work at ITOCHU. There were not enough hours in the day to do all of the interesting work that soon came my way. There were, for example, infrastructure projects in Asia that needed complex agreements, joint ventures, financing arrangements, privatizations, and product liability litigation, in several different countries throughout the region and the world.

To be successful in most secondments, you have to be willing to learn new things and to practice outside of your specialty. This doesn't mean that you fly solo all the time, but it does mean breaking with the increasing trend toward specialization in our practice.

My work on secondment was also made more interesting because I had the opportunity to participate substantively in and provide material advice on projects at a much earlier stage than I would have as outside counsel. This meant that my work had greater impact on the eventual outcome of a project, which was due in part to my proximity to the client, and partly to the fact that as my time was not being billed on an hourly basis, my business clients were not afraid to involve me early on.

Benefit 2: Becoming a More Mature Legal Counselor. A good secondment will help expedite your evolution from a junior, technical lawyer into an effective legal and business counselor. In the early years of practice, attention to detail and technical perfection are of critical importance in the law firm environment. Lawyers spend a lot of time honing technical skills, whether it be drafting agreements or navigating through litigation in a law firm.

When you go in-house on secondment, these skills do not become irrelevant, but they do become part of the overall objectives of the organization for which you are working as a secondee. This manifests itself in several ways.

First, your communication with your business clients becomes more abbreviated. This is necessary because your businesspeople are going to view you as a problem solver on their overall team, and not as a source of lengthy, erudite memoranda.

Second, the legal aspects of a matter are often one of a number of competing considerations that need to be taken into account when addressing an issue. There may also be tax, customs, financial, accounting, strategic, or other reasons that are being balanced by decision makers. Obviously, the exception to this is when the legal risks involved are significant, such as when there is potential criminal liability or significant legal exposure, and then one needs to have the political savvy to figure out how to escalate issues in a constructive manner.

Third, you need to understand your client's business. I will never forget a conversation with my boss at ITOCHU, Kirk Maeda, when I received a very big, complex business model for an Asian infrastructure project. I groused to him as I opened it: "Well, I can't do much with this; I'm just a lawyer." Maeda-san lost no time in replying: "You can't do a good job in knowing what's important when you draft the agreements for this project if you don't understand the business model—it's actually the most important thing for you to read." A simple conversation, but it captures the very essence of the experience as a secondee. Your work is not a stand-alone legal work product but an integral part of the business objectives of your clients.

Therefore, even as the breadth of your legal work becomes less focused on a narrow legal area as a secondee, there is one area that you should be focused on learning as much as you can: the overall business of the company to which you are seconded. This remains true even when you return to private practice; if you take time to know and understand your client's business, your advice will be more focused and ultimately more useful for the client.

Finally, and most importantly, as a secondee, you will find that the scope of your advice will not be limited to strictly legal counsel. Often, your business clients are looking not just for legal guidance but also sound commercial advice. I have found this to be one of the most satisfying parts of my secondment, and continue to enjoy this now as an in-house lawyer.

Benefit 3: Getting the Client Perspective and Managing Outside Counsel. Perspective means a lot in life. I experienced this when I started reading newspapers while in Japan, and realized how the American news media has a distinctly American point of view. Equally, I was privy to a similar shift in perspective—suddenly, with outside law firms, I was now the client obtaining services sometimes with my firm, but more often with other law firms.

As a client, I saw a lot of things that drove me crazy with outside lawyers. For example, I sometimes received long memos from "two-handed" lawyers ("on the one hand . . ., on the other hand") that did not recommend any preferred course of legal action. Other lawyers came up with incredibly impractical approaches to issues or were unresponsive. I even had a lawyer who repeatedly missed deadlines, despite my e-mails and calls. When I finally did reach him, he was on the beach, enjoying a three-week Caribbean vacation that he had neglected to inform me about before he left. Fortunately, none of the above-mentioned incidents were with my own firm. I was taken aback by these experiences, which seemed significantly below even the minimum levels of common sense or courtesy that I thought were basic to the legal profession.

I also had great experiences with outside counsel, where the answers or advice were clear, practical, and as succinct as the subject matter allowed. Once you have had to hold outside counsel accountable for helping on a project, it becomes clear what providing great legal service is. Quite simply, it involves understanding your client's issues and communicating advice proactively and clearly regarding how to address those matters.

Benefit 4: Becoming Resourceful (i.e., "Tips for Survival"). I did not make it through my one and a half years on secondment without any help. First, my assignment overlapped for several months with my predecessor secondee, Alan Ross, a very bright lawyer. I attended meetings with him and we had lunch together regularly. He taught me about the business, the company, and the matters we were handling, and helped me better understand what resources and tools I could use.

Second, several people at my law firm helped me in those areas that were totally new. I received form documents, outside counsel recommendations, and other advice, as well as invaluable perspective. The opportunities for this kind of information sharing with secondees are even greater today than they were in the mid-1990s when I was on secondment. For example, some firms use secure extranet sites to facilitate sharing of tools and templates with both in-house counsel and the secondees they work with at companies.

Third, and finally, I used outside counsel on specialized matters in different countries, budget permitting. This was essential, particularly when I had projects in many different countries in Asia in which legal systems were rapidly evolving.

Benefit 5: Post-Secondment: Knowing the Client Perspective or Going In-House.My secondment experience was also helpful to me afterward, as it gave me perspective on what clients want and do not want from their outside counsel. It also fostered, while I continued in Tokyo with the offices of Graham & James, a good stream of ongoing, interesting work that I did for another six months before returning to our Seattle office.

A couple of years later, it also helped me adapt more quickly to working in an in-house position when I joined Starbucks. I was better accustomed to the wide range of issues an in-house counsel faces, and realized from the beginning that I needed to understand my company's business so that my advice would align with its strategic objectives.

Risks and Challenges
Overall, my experience as a secondee was positive. However, there were some risks and challenges that I faced both during the secondment and afterward that those about to embark on secondment should bear in mind.

Risk/Challenge 1: Fewer Resources. First, going from a law firm environment to an in-house secondment makes you realize how many great resources you have at your fingertips in a law firm where you, as a lawyer, are a profit generator. In an in-house secondment, you play an important but supporting role in a larger business universe where you are a cost. You will not likely have a law library down the hall and may not have online research capability. Back in the mid-1990s when I was at ITOCHU, our law library was in multiple languages, not always up-to-date, and had limited coverage on different subjects. (I understand that there are now online resources, but they remain limited compared to those at a law firm.) In those days, I also had very little administrative help and no IT support, so I had to mostly fend for myself in those areas. The flip side of this risk/challenge is that as a seconded lawyer, one becomes a lot more resourceful.

Risk/Challenge 2: Role of the Secondee with His or Her Law Firm. A secondee is in an unclear position with his or her law firm and company. In my case, I was working at the company full-time, without interruption for a year and a half, and could not help but identify closely with the objectives of the company. At the same time, in most secondments, the law firm is paying the secondee's salary. This is not easy, especially when a secondee is acting in effect as in-house counsel on a project as well as managing a project where more senior members of his or her firm are providing assistance. To work well in these situations, two things need to happen. First, the other members of the outside law firm should not take their colleagues' insider status as secondee for granted—they should realize they need to deliver results in order to make both the secondee and themselves successful. Equally, the secondee needs to be direct with his law firm counterparts regarding what's needed, regardless of law firm status. This, of course, should be done without involving the company in these conversations. All the client should see is results from the combined efforts of the secondee and the firm.

Risk/Challenge 3: Partnership. Going on secondment meant a hiatus from being close to those who make law firm partnership decisions at a critical time as an associate. It also meant that others picked up clients with whom I had developed strong relationships before I went on secondment.

This risk can be offset in a successful secondment because it is often the case that the company hopes that the secondee will eventually become a partner so that the company can have an even stronger relationship with the firm after the secondment. Accordingly, if you do a good job as a secondee, especially for an important client, it may increase your chances of becoming a partner.

Risk/Challenge 4: Connection and Reintegration. Remaining connected to the law firm was not hard when we were working on projects together, but was difficult in between projects. And, although it wasn't hard to reintegrate into the firm at the end of my secondment, I found that I wasn't able to fully use what I had learned. While I remained in Tokyo, I continued doing interesting work with ITOCHU. I also was welcomed back to Seattle where I received a lot of interesting new work with great lawyers, but my secondment experience had less relevance. Therefore, if you are planning to go on secondment, you should ask questions about reintegration and think hard about how you want to shape the next chapter of your practice and career.

Ensuring a "Win-Win" Experience
In the end, the most successful secondments are those where the secondee, the law firm, and the company benefit. As with any human relationship, the best ones do not generally happen by accident, but require forethought and work to be successful.

Up to this point, the secondee has been the focus of this article and the benefits are clear: great work, maturing as a legal counselor, gaining the client's perspective, becoming resourceful, and finally, post-secondment, being better equipped to advise clients effectively as outside counsel or segue into in-house practice. To make the most out of a secondment, a secondee needs to be flexible, eager to learn, willing to work hard to repay the trust the law firm has put in him or her, and not view the role as that of a narrow, legal specialist.

The benefits for the law firm include the development of its lawyers and increased client loyalty and confidence. The firm should be prepared to support its secondee with tools, advice, and other resources to help the secondee overcome the more limited resources available at the client's office, and should actively discuss reintegration and career paths post-secondment.

Finally, the company benefits because it can receive, at a reduced cost, the assistance of an outside lawyer who has become far more familiar with the company and its business than it would under other circumstances. My boss at ITOCHU, Kirk Maeda, put it more succinctly: "A successful secondment is a true partnership among the client, the firm, and the secondee." At Starbucks, we have had secondees as well, and our general counsel and executive vice president, Paula Boggs, believes that

[T]he seconded lawyer can be an invaluable resource. Typically, the opportunity arises because of tremendous need, and in my experience, we almost always seek a lawyer from our most valued outside firms. The best seconded lawyer is one with the requisite subject matter expertise, who knows or is willing to learn our business, and who brings with him or her a "can do" spirit. When done right, it is a huge "win-win" for the company, lawyer, and firm. Seconded lawyers have made great contributions to the Starbucks legal team and we will continue to deploy them where necessary.

Finally, would I do a secondment again? Absolutely.
Goeppele is Starbucks Corporation's senior director of corporate counsel for Europe, the Middle East, and Africa and is based in Amsterdam. His e-mail is cgoeppel@starbucks.com. Goeppele offers special thanks to his assistant, Anne Jaffe, for her assistance in reviewing and editing the first draft of this article.

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