What is Water Cooler Syndrome and How Lawyers Can Avoid It
Defining Water Cooler Syndrome
Water cooler syndrome for lawyers is an organizational behavior phenomenon where lawyers find it difficult to do their job or meet their ethical obligations because they interact regularly with certain personnel. This may be an issue for in house lawyers or law firm lawyers who are on secondment to a client. The people you see every day become your friends and as a result, it can be more challenging to speak up or take a difficult action especially if it directly involves your friends.
Corporate lawyers represent the corporation. This can be a tricky distinction when the corporation is small and lawyers have formed strong business relationships and even friendships with management and key personnel. Water cooler syndrome can come into play when lawyers find it challenging to do their job because it is hard to say no to someone you see every day by the proverbial water cooler.
Tips for Avoiding Water Cooler Syndrome
My friends who work as in house counsel often talk about how the legal department is physically segregated from the rest of the company, often times working in a completely different building detached from the majority of the office. Physically distancing yourself may not be possible or preferable, but there are other actions that lawyers can take to avoid water cooler syndrome.
1. Don’t give legal advice to individual personnel
Remember that your client is the corporation and that all legal advice given should be in the best interest of the corporation and not any one person. When legal advice for an individual is warranted (e.g. issues related to refresher grants to the CEO, advising a board member on how to disclose a conflict of interest to the entire board), err on the side of caution and put the advice in writing.
2. Consider consulting outside counsel
Sometimes a second opinion is helpful. Outside counsel can provide an unbiased opinion as they likely will not have the same relationship with key personnel. You can also point to outside counsel in the blame game if needed.
3. Be prepared and confident to say no to avoid ethics being compromised
Lawyers can’t force their client to take any actions. It’s our duty to relay the law and advise on best actions but at the end of the day, the ball is in their court. If you ever find yourself in a serious ethical dilemma where your integrity as a lawyer is at stake, be prepared and confident to say no, and if need be, to walk away.