Why Do Corporate Lawyers Want to Move to the Business Side?

Use of Debt Financing by Law FirmsIt has long been a common career path for corporate and securities attorneys to move to in-house legal positions after some training at a large firm. Many of those who do so eventually make another transition within their corporate employer: from attorney to non-attorney, assuming some sort of business role within the company. These ex-lawyers often justify the move by saying that the business work is more central to what the corporation does and more interesting than legal work. I’ve always been skeptical of these claims, however, hopefully not just because I’m trying to justify to myself my decision to remain an attorney.

Clearly, if you leave a legal position and become the CEO of a company, by definition your role is more important within the company than any legal job, but if you’re working in a large company and moving from a narrow role as an attorney to a narrow role in business, I’m not so sure that your new position is any more interesting or crucial to the company. It’s easy for a lawyer to have one of those “what am I doing?” moments when checking definitions in a merger agreement, but if you’re doing, say, corporate finance, don’t you have those same moments when trying to figure out an incorrect formula in a spreadsheet? All jobs involve some form of drudgery at one point or another.

I would also push back against the sentiment that a legal role is ancillary to what the company really does. It’s tempting to believe this when lawyers in a negotiation are arguing about the wording of a provision that is exceedingly unlikely to be operative during the term of the contract, but written agreements do more than just address farfetched outcomes. They are supposed to outline the details of how a particular business relationship is supposed to work. The discipline of forcing the parties to commit the deal to writing often has the effect of bringing issues to the fore that ultimately lead to a better working relationship between the parties. It seems to me that overseeing that process is a pretty useful and central role for someone to play.