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The Bottleneck Legal Built – Above the Law

A
vendor
email
landed
in
my
inbox
the
other
day.
Normally
I
delete
these
without
a
second
thought.
This
one
stopped
me.

It
read,
“Legal
teams
often
get
blamed
for
slowing
things
down

even
when
the
real
issue
is
unclear
contract
ownership.”

I
read
that
line
three
times
not
because
it
was
clever
marketing
copy
but
because
it
was
true
and
because
I
have
lived
it.


I
Got
Exactly
What
I
Asked
For

Many
years
ago,
I
championed
the
adoption
of
a
contract
management
system.
I
made
the
case
to
leadership.
I
pushed
through
the
budget
process.
I
sold
the
vision.
I
got
my
wish.
We
acquired
the
system
and
then
the
problems
started.

The
problem
was
not
with
the
software.
The
software
worked.
The
problem
was
perception.
Because
I
had
championed
the
system,
the
organization
viewed
me
and
the
legal
office
as
being
the
owner
of
that
system.
When
you
own
the
system,
you
own
the
process.
When
you
own
the
process,
you
own
every
question,
every
delay,
and
every
handoff
that
doesn’t
go
smoothly.

Overnight,
we
went
from
being
the
team
that
reviews
and
advises
on
contracts
to
the
team
that
manages,
tracks,
routes,
and
follows
up
on
contracts.
We
became
the
coordinators,
the
administrators,
and
the
help
desk.

It
was
never
my
plan,
but
it
is
what
happened.


The
Ownership
Trap

The
vendor
email
nailed
it.
When
contract
ownership
is
unclear,
everything
routes
back
through
legal
by
default.
Business
teams
stop
taking
responsibility
for
their
own
contracts
because
“that’s
Legal’s
system.”
Contracts
stall
between
handoffs
and
Legal
becomes
the
escalation
point
for
problems
Legal
did
not
create.

The
friction
builds
and
it
builds
quietly.
No
one
sends
you
an
email
saying,
“We’ve
decided
Legal
is
the
bottleneck
now.”
It
just
happens.
One
question
at
a
time.
One
forwarded
email
at
a
time.
One
“Can
you
check
on
this?”
at
a
time.

Before
you
know
it,
you
are
spending
more
time
managing
a
workflow
than
providing
legal
advice.
You
are
tracking
deadlines
instead
of
assessing
risk.
You
are
chasing
signatures
instead
helping
to
shape
deals.

That
is
not
what
in-house
lawyers
are
for.


It
Was
Never
About
The
System

Here
is
what
I
wish
I
had
understood
then.
Getting
the
system
is
the
easy
part.
It
is
defining
who
owns
what
inside
the
system
that
is
the
hard
part.
I
skipped
that
step.

I
assumed
that
because
the
tool
would
make
contract
management
more
efficient,
everyone
would
naturally
understand
their
role
in
the
process.
They
did
not.
Without
clear
ownership,
the
path
of
least
resistance
for
the
entire
organization
was
to
send
everything
to
the
team
whose
name
was
connected
to
the
system.

The
tool
did
not
create
the
bottleneck.
The
system
was
the
excuse.
The
real
issue
was
that
no
one
had
drawn
the
lines.
There
were
no
defined
roles
and
responsibilities. 


Legal
As
Advisor,
Not
Administrator

In-house
lawyers
add
the
most
value
when
they
are
advising,
not
administrating;
when
they
are
assessing
risk,
and
negotiating
terms;
and
when
they
are
helping
the
business
make
informed
decisions.
It
is
not
when
they
are
checking
the
status
of
a
signature.

If
your
legal
team
has
become
the
default
coordinator
for
contracts,
something
has
gone
wrong.
The
fix
is
not
working
harder
or
hiring
more
people.
The
fix
is
stepping
back
and
asking:
who
should
own
what?

Here
is
how
I
think
about
it
now:

Business
teams
own
the
relationship
and
the
deal.
They
initiate
the
contract.
They
know
the
commercial
terms.
They
should
be
responsible
for
driving
the
process
forward.

Legal
owns
the
review
and
the
risk
assessment.
We
advise
on
terms,
flag
issues,
and
protect
the
organization.
We
do
not
need
to
be
the
ones
routing
documents
or
chasing
approvals.

Operations
or
procurement
(or
whoever
manages
the
system)
owns
the
workflow.
The
system
needs
an
administrator,
and
that
administrator
should
not
be
Legal.

When
those
lines
are
clear,
Legal
gets
to
do
what
legal
does
best.
When
they
are
not,
Legal
becomes
the
catch-all.
And
catch-alls
become
bottlenecks.


The
Lesson
I
Carry
Forward

I
do
not
regret
championing
that
system.
It
was
the
right
call.
I
learned,
though,
that
advocating
for
a
solution
is
not
the
same
as
designing
how
it
will
work
within
the
organization.
The
system
was
a
tool.
What
we
lacked
was
a
plan
for
who
would
use
it,
how,
and
who
would
be
accountable
for
each
stage
of
the
process.

If
you
are
an
in-house
lawyer
thinking
about
implementing
new
tools,
new
processes,
or
new
systems,
learn
from
my
mistake.
Do
not
just
sell
the
“what.”
Define
the
“who.”
Be
explicit
about
ownership
from
day
one.
Put
it
in
writing.
Make
sure
everyone,
from
the
business
team
to
finance
to
procurement,
understands
their
role
before
you
flip
the
switch.

If
you
don’t,
you
become
the
owner
by
default.
Once
you
own
it,
it
is
very
hard
to
give
it
back.


Support
The
Team.
Do
Not
Become
The
Team.

The
best
in-house
lawyers
I
know
are
the
ones
who
make
the
business
better
without
becoming
the
business.
They
create
frameworks,
not
dependencies.
They
build
capacity
in
others,
not
reliance
on
themselves.

The
next
time
a
process
breaks
down
or
a
contract
stalls,
resist
the
urge
to
jump
in
and
fix
it.
Instead,
ask:
whose
job
is
this?
If
the
answer
is
always
“Legal,”
it
is
time
to
redraw
the
lines.

We
are
at
our
best:
when
we
advise,
not
when
we
administer;
when
we
support
the
team,
not
when
we
become
the
team.

The
vendor
email
reminded
me
of
that.
Sometimes
the
best
insights
come
from
the
most
unexpected
places.




Lisa
Lang
is
an
accomplished
in-house
lawyer
and
thought
leader
dedicated
to
empowering
fellow
legal
professionals. She
offers
insights
and
resources
tailored
for
in-house
counsel
through
her
website
and
blog,
Why
This,
Not
That™
(
www.lawyerlisalang.com).
Lisa
actively
engages
with
the
legal
community
via
LinkedIn,
sharing
her
expertise
and
fostering
meaningful
connections.
You
can
reach
her
at 
[email protected],
connect
on
LinkedIn
(
https://www.linkedin.com/in/lawyerlisalang/).