Working effectively and ethically as an in-house solicitor

In-house professionals

In-house solicitors, however, are in a different position from those in private practice.

A traditional view of the professional is someone who is:

• paid in professional fees rather than a salary, and
• either completely self-employed or works for a professional firm – a group of fellow professionals with the same conception of their role and the duties inherent in it

In-house solicitors are not like this. They are salaried employees who cannot easily drop their clients.

In fact, there is a sense in which they are their client (or at least are part of their client), which is their employing organisation.

However, this position is not unusual in today's professional world.

Engineers, accountants and actuaries are professionals who are commonly salaried employees, providing services directly to their employer, working closely with a variety of other professionals and non-professionals.

So, while the in-house solicitor's role raises some questions around independence, these are not questions they are alone (or even unusual) in facing.

On the other hand, one way in which the in-house solicitor is distinctive is they have a key role in ensuring adherence to the law within their organisation.

This requires the solicitor (or the legal team) to have an overview of a broad range of activities happening within the organisation, as well as a broad range of legal (and ethical) issues that those activities might raise.

The ethics of the in-house solicitor's role

What are the implications of these features of the role for the way in which the in-house solicitor should conceive of and approach their role?

Independence

Clearly, an in-house solicitor's independence may not have identical characteristics to that of solicitors in private practice.

Some might say that one cannot be independent if one is directly employed by one's client.

However, there are ways to structure and approach the role to fulfil the solicitor's obligations to independence. These include:

Independence of mind

The organisation pays the in-house solicitor (at least in part) for their advice.

Stakeholders in the organisation have a right to receive advice in a form that is understandable, meaningful and practical, taking account of the organisation's objectives and the challenges it faces.

However, by paying the solicitor, the organisation does not have the right to determine, ultimately, what that advice is.

In this respect, the in-house solicitor's role is no different from that of a solicitor in private practice, or of any other properly independent professional.

It is important to keep a clear view of this point, particularly in environments where the solicitor is paid partly through bonuses or long-term incentive plans, which might be used to pressure solicitors into giving the 'right' advice.

Contractual clarity

The solicitor's contract of employment should recognise their status as a regulated individual with obligations to give independent advice.

See the template contract amendment letter

Organisational structure

The legal function should ordinarily report to the most senior leader in the organisation and have access to the board or equivalent.

See the protocol for employing organisations

Process

The legal function should build professional obligations such as disclosure into organisational processes.

Communication processes should be designed in such as way as to recognise solicitors' independence.

Challenge

The legal function should be given the freedom to challenge decisions and proposed strategy at all levels in the organisation.

The in-house solicitor's value to the organisation is, at least in part, in providing an alternative lens through which to see the organisation's activities, and a voice of challenge to decision-makers.

In this way, they can identify and raise legal and ethical issues that might otherwise be missed, treating these as important in their own right, and can enable the organisation to be steered safely within acceptable parameters.

The client's best interests and the public interest

The two central professional duties – to the client's best interests and the public interest – should act as twin guiding lights for the in-house solicitor.

For the client's best interests, this means keeping in mind that the organisation is the client, and not individual stakeholders within the organisation.

When taking instructions from someone within the organisation, the solicitor should keep in mind:

• whether this person has the authority to articulate the interests of the organisation in this context, and
• whether they are doing so responsibly and, as far as possible, accurately

In addition, the SRA Principles set out how the solicitor should act to safeguard the public interest.

These state clearly that, in the rare cases where these duties conflict, these duties take precedence over the duty to act in the client's best interests.

This primary responsibility to the public interest is part of what it means for the in-house solicitor to be independent.

Influence and the rule of law

The in-house solicitor has a critical role in working to ensure the organisation operates within the bounds of legality.

For this reason, as well as for others, it is important they are able to exert influence effectively, as well as being independent.

There are many ways the in-house solicitor's influence can be facilitated. These include:

• buy-in and engagement from the top of the organisation, including the board or equivalent
• strong relationships with stakeholders in the organisation. The solicitor should seek to build relationships that are collaborative, but in which the ability to challenge is maintained. The ability to create and maintain networks is crucial to the solicitor's effectiveness. In particular, it is very helpful for the in-house solicitor to align with other professionals in the organisation, for example:
  • human resources
  • finance
  • risk professionals
  Having the ear of others with specific areas of expertise can allow the in-house solicitor to draw on that expertise to exercise influence.
• earning trust – solicitors who are trusted will be consulted and their advice listened to
• clear and transparent communication – whether giving legal advice or otherwise, influence is enabled by communicating in a way that is straightforward, honest and easily understood

Some of these are elements of the way the organisation is constituted, or its culture, or the level of understanding of the solicitor's role among stakeholders.

Others, however, take the form of attributes or skills which the in-house solicitor needs to have.

In this and all other aspects of the role, the solicitor's identity as a professional can be valuable.

This is not to say the solicitor is somehow special or set apart from the rest of the organisation.

But it is to say that the solicitor should seek, not merely to be trusted, but to be respected as someone who has independence of mind and is willing to challenge on the basis of legal or ethical concerns.

Financial pressure

In-house solicitors in businesses frequently face the challenge of balancing the need to support their organisation's commercial goals while upholding legal and ethical standards.

This includes pressure to offer commercial solutions over purely legal advice.

In non-commercial organisations in the public or third-sector, financial pressures can be just as acute, because budgets can be tight and resource spent on the legal function cannot be allocated to other activities in support of the organisation's objectives.

Financial pressure can manifest in a lack of available resource, but also in demands that solicitors offer advice that supports prioritising the bottom line over legal or ethical considerations.

One key factor is how remuneration is structured in the organisation.

If solicitors are incentivised in commercial terms, this may be a barrier to the proper prioritisation of legal and ethical concerns.

Time pressure

Time constraints can hinder solicitors' ability to thoroughly assess legal and ethical risks.

Tight deadlines, often imposed by the fast pace of business operations, may result in rushed decisions, limiting opportunities to research, consult external counsel or collaborate with colleagues.

This strain is compounded in under-resourced legal teams, where in-house solicitors must prioritise urgent tasks over more nuanced, long-term ethical considerations.

The need to manage demands can lead to purely reactive modes of working, compromising the ability to manage long-term legal and ethical risks in the organisation.

Pressure from stakeholders

Stakeholders often exert pressure on solicitors to align with their priorities, which may conflict with legal or ethical standards.

Senior leaders or department heads may push for decisions that prioritise short-term objectives (such as aggressive business strategies) over long-term legal or ethical concerns.

Solicitors may struggle to resist such pressures, particularly if they lack support from leadership or if their advice is perceived as obstructive.

Where this is the case, internal clients may be motivated to simply stop seeking legal advice in the future, meaning there is little way of controlling legal risk before it happens.

This dynamic can isolate solicitors, making it difficult to exert influence within the organisation.

See the protocol for employers for more on influence

Downgrading of the legal function

In some organisations, the legal function's value is not well understood by stakeholders. This can lead to its marginalisation in decision-making processes.

Downgrading the role of the legal function diminishes its ability to influence organisational culture and strategy, in turn reducing its capacity to address ethical issues proactively.

In such environments, solicitors may face a lack of respect for their professional expertise, which can lead to their advice being disregarded or undermined.

This devaluation of the legal function compromises the organisation's ability to manage legal and ethical risks effectively.

See the protocol for employers

Working at the limits of competence

Recognising the limits of one's competence is critical to maintaining professional standards and managing legal risks effectively.

The breadth of issues that in-house solicitors handle often requires them to act as generalists, but complex or specialised matters may fall outside their expertise.

In international organisations, they may also sometimes be asked to advise outside of their jurisdictional knowledge.

Engaging external counsel in these instances ensures the organisation receives accurate and reliable advice, safeguarding the business and keeping legal risk within acceptable boundaries.

This barrier can be encountered on both sides of the solicitor-employer relationship.

Solicitors might be hesitant to ask to engage external counsel and be tempted instead to push the limits of their competence by carrying out tasks that they may not be competent to do.

Equally, internal stakeholders might resist the engagement of external counsel, citing resource constraints.

The SRA has published guidance that can help in-house solicitors better understand the circumstances under which they should seek external counsel or identify means to become educated on a given issue:

• identifying your client when working in-house
• internal investigations

Lack of role clarity

There are many ways lack of role clarity can present challenges for the solicitor.

The role of the solicitor as a regulated professional may not be well understood within the organisation, leading to pressure to compromise on ethical responsibilities.

An overestimation of the solicitor's expertise in multiple areas of law can lead to them being asked to act outside their competence.

In-house solicitors may also be expected to take on non-legal responsibilities, like commercial negotiation, managing insurance and so on. This is extremely common and valuable in many ways.

For example, taking on non-legal roles can improve the solicitor's understanding of how the organisation operates or of important topics, such as risk.

But solicitors must ensure it does not detract from their ability to focus on legal and ethical issues.

Isolation

Solicitors are often somewhat isolated, particularly in smaller organisations or as sole counsel.

This isolation can limit access to peer support or external perspectives, making it harder to navigate complex ethical dilemmas.

Without a network to consult, in-house solicitors may struggle with self-doubt or feel unsupported in resisting pressures.

In some ways, an increased emphasis on remote working may have further exacerbated this issue, reducing opportunities for informal discussions and collaborative problem-solving.

Isolation can lead to burnout and erode the solicitor's confidence in addressing ethical challenges effectively. 

Learn about in-house networks and groups

Lack of support from leaders

The legal function needs organisational backing, including support from leaders, to perform its role effectively.

Lack of support from leaders can manifest as an unwillingness to listen to solicitors' concerns, or a general refusal to take legal or ethical worries seriously.

In addition, there is a crucial need for supportive leadership within legal teams, empowering more junior solicitors to give robust advice and to resist pressure from stakeholders where necessary.

Without visible support from leaders, solicitors may face increased pressure to compromise their standards, making it harder to fulfil their professional responsibilities and duties.

See the protocol for employers

Problematic organisational culture

Unhelpful organisational cultures can significantly hinder solicitors' ability to fulfil their legal role and address ethical challenges.

In organisations where ethical concerns are devalued or dismissed, solicitors may face resistance or hostility when raising issues.

Siloing between departments reduces collaboration, leaving solicitors unaware of key risks or excluded from critical discussions.

In such environments, ethical decision-making becomes reactive rather than proactive, limiting the solicitor's ability to promote long-term compliance and ethical governance.

Persistent bad culture can also demoralise solicitors, leading to disengagement.

Learn more about influencing organisational culture

Adviser or decision-maker?

A key distinction is between adviser and decision-maker.

A traditional view of the solicitor's role is as a purely advisory one, and some would wish this to be true even in-house (‘the lawyer advises, the business decides’).

On the other hand, it is common in many industries and sectors for in-house solicitors to be involved in decision-making in one way or another.

It is difficult (and probably not helpful) to be too prescriptive on this matter, as different approaches can be equally legitimate.

The sector makes a difference.

In civil service contexts, for example, there may be a clearer distinction, with ministers ultimately responsible for significant decisions, and lawyers acting only as advisers.

In business contexts, solicitors might reasonably be expected to have more involvement in decision-making.

However, even within sectors, there is considerable variation among organisations on this question.

There are also many approaches the solicitor can take which, while clearly not involving the solicitor in actually making decisions, allow them to have an influence on decisions that are made..

For example, the solicitor might:

• present a range of options with an assessment of the risk attached to each option, making clear which they favour
• make an explicit recommendation, or
• be part of a collaborative discussion about what the organisation should do, involving stakeholders from different parts of the organisation

Legal or 'legal plus'?

Another key distinction is between the role as a purely legal one and the role as 'legal plus', with some more-or-less clear conception of what is contained in the 'plus'. Again, there is a spectrum here.

The solicitor might be involved in matters that more obviously draw on the skillset acquired through their legal training, such as monitoring regulatory compliance or compliance with voluntary standards and organisational codes of conduct.

At the other end, the solicitor might be asked to become directly involved in matters that are not even quasi-legal, such as commercial negotiations.

As noted above, there may be value in taking on these roles, but it is also a factor that can carry risk, and where clarity of expectation is helpful.

General practice

Lack of clarity can also be an issue is in the different areas of law on which the in-house solicitor might be expected to work.

In private practice, the solicitor's specialisms are likely to be quite clearly defined, and their work restricted to matters within those specialisms.

In-house solicitors are expected to be much more generalist.

In this way, the in-house solicitor's role is somewhat similar to general practice or primary care in medicine.

The solicitor is presented with a broad range of complaints, deals with as many as they can themselves and refers others to specialists (which might be found within the in-house legal team or in an external law firm).

Discussions about when to refer involve judgements about one's own competence to act in a particular area, but also about the materiality of the risk attached to a piece of work.

Going to external lawyers for advice wherever there is any doubt about the in-house solicitor's competence, even on matters where risk is very low, is unlikely to be possible in practice, especially in organisations where money is tight.

General principles

Without being too prescriptive about how the in-house solicitor's role should be understood in different organisations, we can set out some general principles:

• expectations should be clearly understood on both sides. Solicitors can help by clearly articulating their understanding of the role to stakeholders, both in general and in terms of the 'hat' they are wearing in a given interaction
• there must be room within the role for the solicitor to give formal, written legal advice, which must be taken seriously by decision-makers (see giving advice below)
• it should be clear to relevant parties when sign-off has been given by the legal function, along with any relevant information about the basis and scope of sign-off
• solicitors must not act outside the bounds of their competence or give advice that they are not competent to give. Where they judge they are being asked to do this, they must be willing to resist this

Putting it in writing

In-house solicitors need to consider carefully:

• when their input should be written down, rather than given orally, and
• what should be the correct procedures around sign-off by the legal team

In-house solicitors may use both oral and written communication depending on the situation's context and significance.

Face-to-face discussions often allow for quicker resolution and a friendlier tone, which can be important for maintaining relationships.

However, written records are essential when documenting significant decisions, risks or advice on contentious matters, as they provide clarity and protect the solicitor from potential misinterpretation or disputes.

Keeping written records serves as a safeguard for the solicitor, especially in instances where advice may be ignored or where later questions might arise regarding the solicitor's stance.

For less substantial or low-risk issues, oral advice may be sufficient.

But for anything material or potentially controversial – careful judgement is required here – in-house solicitors should document their input clearly.

Some organisations may discourage written documentation of advice.

The in-house solicitor, however, will need to disregard these norms, because their duties distinguish them from a 'regular employee'.

Where the in-house solicitor knows or believes that something needs to be recorded for accountability, transparency and correct governance, they will need to record it in writing.

A file note may suffice, but in some situations, the in-house solicitor may feel it appropriate to share the written record with the relevant decision-makers in the organisation.

Having clear protocols set well in advance for handling such situations will ensure no-one is surprised when they commit material items to writing, ensure transparency with decision-makers or follow up on conversations with proper records.

Careful communication will be needed to do this without causing conflict, but it will need to be done in any case.

Sign-off

Clear policies and protocols around legal sign-off prevent misunderstandings and ensure those seeking legal advice understand the scope and limits of the legal team’s authority.

The basis of sign-off and any limits to its scope must be made clear. For example, sign-off might include:

• caveats about the informational basis on which sign-off is given
• recommendations that specific changes must be made to, for example, a contract before it should be signed
• clarity about other stakeholders who should be informed of a decision or involved in it
• clarity about division of responsibility between legal and other stakeholders
• clarity about the scope of sign-off – for example, sign-off might indicate that something is legally compliant but say nothing about its commercial advisability

Above all, it is important to avoid the situation where a claim that something has been ‘run by legal’ on the basis of a short conversation gives the false information that comprehensive sign-off has been given.

Forms of risk

Perhaps the most challenging aspect of the in-house solicitor’s role with risk is understanding and managing different forms of risk.

As well as legal risk, relevant forms of risk include financial, reputational and ethical risk.

These different forms of risk closely intersect with each other.

For example, legal risk might create financial risk in the form of fines or litigation, and reputational risk from bad publicity.

Ethical risk is also closely related to reputational risk, since unethical action frequently harms public perceptions of the organisation.

This in turn can create financial risk in a commercial business, as customers take their money elsewhere.

Managing risk effectively involves understanding and attempting to quantify these relationships among different kinds of risk.

However, it is also important to keep in mind these risks are distinct from each other and important in their own right.

This is particularly true of legal and ethical risk, which can easily be subsumed under financial and reputational risk.

Keeping sight of legal and ethical risk

Legal risk is rightly the main focus of the in-house solicitor.

However, many in-house solicitors work with stakeholders who view legal risk as less salient, although it is hopefully rare for it to be ignored altogether.

There are undoubtedly sectoral differences here. Executives in heavily regulated industries are, on the whole, more likely to be motivated by legal and regulatory concerns than those in other sectors.

As a result, in-house solicitors might find they are able to influence more effectively by appealing to financial and reputational risk than to legal risk.

For example, a stakeholder who is relatively unmoved by the fact that a project risks breaching intellectual property rights might be more motivated by the prospect of the organisation being successfully sued, with attendant financial and reputational risks.

It is perfectly legitimate for the solicitor to lean on these more salient risks when attempting to persuade the stakeholder to adopt a more responsible course of action.

Indeed, they may often need to do so to influence effectively.

However, by taking this approach exclusively, there is a risk that the in-house solicitor might lose sight of the intrinsic importance of legal risk.

Approaches to risk management that calculate legal risk purely in terms of the probability the organisation will be fined or litigated against, and the likely costs of fines and litigation, are problematic because these financial measures are at best only an imperfect proxy for legal risk.

They depend, for example, on the ability of authorities to enforce fines, or on the ability of individuals affected to mount litigation.

There are, therefore, likely to be situations in which highly legally questionable activity is nevertheless unlikely to attract commensurate financial penalties.

In-house solicitors must recognise and act on the fact that legal risk is important in its own right, not just as a vector of other forms of risk.

It is important the in-house solicitor should not lose sight of this, but also that they should seek to encourage this understanding in stakeholders where possible.

The same is true of ethical risk.

If, for example, the organisation is at risk of deceiving, exploiting or otherwise mistreating its customers, this is a bad thing, regardless of whether it risks breaking a law by doing so, or generating negative headlines.

Understanding these fundamental truths, and keeping a clear view of them while persuading stakeholders effectively using a range of considerations, is a key element of the in-house solicitor’s role.

Structured approaches to prioritisation

A structured approach allows you to prioritise tasks based on importance, urgency and alignment with the organisation’s strategic goals.

Frameworks such as the Eisenhower Matrix or Red-Amber-Green (RAG) systems can help categorise work effectively.

For example, court deadlines or matters with significant commercial implications should take precedence over routine queries.

Alternatively, the in-house solicitor could define bespoke structured categories, such as:

• category one: non-negotiable deadlines such as court filings or compliance with new regulations
• category two: high-priority organisational needs such as contract negotiations for major clients
• category three: routine or less critical work that can be delayed or delegated

Inevitably, seniority plays a role here. For example, if the managing director requests assistance, it may necessitate delaying other tasks.

However, it is preferable to prioritise based on broader organisational impact, not simply the seniority of the requester. Judgement is required.

Embedding risk-based thinking in the prioritisation approach can also be helpful.

This means prioritising tasks based on the level of legal, ethical, reputational and financial risk involved, taking account of both probability and impact.

For example, high-risk areas (such as data protection breaches or financial mismanagement) require immediate attention, while lower-risk issues may be scheduled for later.

Building strong relationships

Engaging with stakeholders allows you to understand their priorities and concerns.

Building trust through regular communication helps make sure legal advice is sought early and that stakeholders respect your role as both an enabler and a safeguard.

Open and honest dialogue allows you to determine whether an issue is as urgent as initially presented.

For example, a stakeholder might escalate a request prematurely, which can often be resolved by discussing timelines and expectations.

Pushing back on non-essential work

Experienced in-house solicitors develop the ability to set boundaries and be judicious about which meetings or projects require their involvement.

While the legal team should want to be consulted, it is important to avoid becoming the default attendee for every discussion, especially if a solicitor’s presence does not add significant value.

Another fruitful approach is to ask stakeholders to resolve preliminary issues, such as contract details, before approaching the legal team. This ensures time is not wasted on incomplete or poorly defined tasks.

On the other hand, there is a risk attached to being instructed right at the very end rather than being involved early and advising on the whole matter.

The balance is to be involved early enough to add value but not so early as to cause a ‘bottleneck’.

Templates, self-serve models and commercial contracts training can help with this.

Developing a clear, shared understanding of the in-house solicitor’s role allows solicitors to politely but firmly turn down requests that fall outside that role.

Creating space for focused work

The solicitor may need to block out time for high-value tasks, reserving dedicated periods for complex or technical legal work that requires deep concentration.

Working from home can be particularly effective for managing tasks that need uninterrupted focus.

It can be useful to put in place processes to help manage micro-requests.

For example, some in-house solicitors have ‘surgery hours’, during which stakeholders can get quick answers to queries.

Others use a ‘legal queries inbox’ to allow email queries to be addressed in batches.

The aim in both cases is to be responsive to stakeholders while avoiding constant interruptions.

For some, there is a need to resist the temptation to fill the day with quick wins or easy tasks. While these may provide short-term satisfaction, they can detract from the time needed for high-impact work.

Balancing proactivity and reactivity

The legal team will need to engage in horizon scanning to identify upcoming legal or regulatory changes that may impact the organisation.

Proactively addressing these issues reduces the likelihood of last-minute crises.

It is important to avoid reactive overload. In other words, do not allow stakeholder requests to dictate your entire workload.

While some tasks require immediate attention, others can be planned and addressed systematically.

Using processes and tools

Legal services can be seen as a pyramid: at the bottom is high-volume/low-risk work; at the top, tactical and strategic work.

If the work at the bottom of the pyramid can be done through process-driven standardisation where possible, this enables time to be devoted to the work at the top.

It can be helpful to advertise service standards or use a case management system to streamline workflows.

One helpful approach can be to ask stakeholders to complete a standardised request form.

The form could contain sections specifying urgency, deadlines and other relevant details, allowing the legal team to triage tasks effectively.

Service standards could include a standard response time plus a fast-tracking option for more urgent requests, perhaps with a need to justify that a request is urgent against standardised criteria.

This approach also allows for monitoring of the legal team’s workload and can be used as evidence if there is a need to request increased resources.

Standardised resources (such as contract templates) reduce the time spent on repetitive tasks. This approach frees up capacity for more strategic legal work.

Maintaining a spreadsheet tracker or using prioritisation tools, perhaps linked to the case management system, allows you to visualise your workload and adjust priorities dynamically.

For all these approaches, there is a need to balance greater efficiency against the need to be properly responsive to stakeholders.

Some in-house solicitors are wary of too much systematisation, partly because issues frequently do not fit into neat categories, and partly because they wish to avoid putting too many barriers between stakeholders and the legal team.

For these reasons, it may be necessary to reserve the option of speaking directly to a lawyer with an ad hoc query.

Clear communication

As described above, it is important to maintain role clarity, clearly signposting whether you are providing governance, legal or enabling support in any given situation.

This helps manage expectations and make sure stakeholders understand your professional boundaries.

When competing demands arise, a strong communicator can encourage stakeholders to resolve prioritisation conflicts among themselves.

This allows you to focus on delivering high-quality legal advice rather than mediating organisational disputes.

Imagine, for example, an in-house solicitor faces the following conflicting demands:

• the sales team urgently needs a client contract reviewed to secure a major deal
• the HR department requires immediate input on an employment tribunal claim with a deadline
• the finance team seeks legal advice on new tax compliance rules

Each team believes their request is the top priority.

The solicitor might reach out to all three stakeholders together, acknowledging their concerns while being open and honest about resource constraints.

It might then be possible to facilitate a discussion among the stakeholders to determine a prioritisation order motivated by alignment with organisational goals.

It is important always to be clear and honest about limitations.

If resource constraints prevent you from addressing every request, communicate this clearly and explain how priorities are being managed.

Ethical decision-making requires recognising when a task cannot be completed without compromising on quality or time.

Leadership

Finally, there is a key role for leaders in legal teams to set boundaries and expectations for the team.

Senior solicitors should actively mentor junior team members, helping them manage workloads and navigate stakeholder pressures.

Regular check-ins can help junior solicitors prioritise effectively and provide a forum for escalating concerns.

Team discussions about workload distribution help make sure all solicitors are aligned on priorities and responsibilities.

Senior solicitors should advocate for junior team members, particularly when requests exceed available capacity.

They should define clear role parameters for the legal function, empowering junior solicitors to push back on inappropriate requests.

Step one: collaborative steering

The first step is to adopt a collaborative approach.

Instead of outright rejection, frame the conversation constructively by exploring how the desired outcome can be achieved while remaining within legal and ethical boundaries.

For example, you might say, ‘Have you considered doing [alternative proposal] instead?’

This approach encourages dialogue and problem-solving, while maintaining a positive and supportive tone.

Solicitors should listen carefully to proposals, ask probing questions to understand objectives and constraints, and highlight potential risks or concerns.

Offer alternatives that align with both organisational goals and legal obligations, steering the conversation towards a solution that satisfies all parties.

This approach demonstrates that you are there to enable progress, not to block it unnecessarily.

Step two: appeal to motivating considerations

Sometimes, a direct legal or ethical argument will resonate.

When it does not, focus on considerations that are likely to motivate the stakeholders involved.

For instance, appeal to reputational concerns or long-term organisational goals rather than strict legal obligations.

People are often more responsive to the idea of avoiding regulatory scrutiny or maintaining public trust than to technical legal reasoning.

This step requires understanding the stakeholder’s priorities and tailoring your argument to align with their objectives.

It is important to be empathetic and to seek to understand the actual perspectives of stakeholders, not assuming they will be motivated by the same concerns you are but also not stereotyping them or making assumptions based on their role.

Talking through the issue with them can enable you to target the considerations you appeal to more effectively.

In taking this step, it is important to keep in mind the need to see legal and ethical risk as important in themselves, and not subordinate to financial or reputational risk.

Step three: bring others into the conversation

If collaborative efforts fail to produce a resolution, involve other stakeholders or external experts to provide additional perspectives.

This might include other members of the legal team, senior managers or external lawyers whose advice sometimes carries more weight, depending on the organisation.

In any case, colleagues may value input from external counsel, perceiving it as more impartial or authoritative.

If applicable, back up your concerns with case law, industry best practices or articles, as evidence might also strengthen your position.

If you have built relationships with key people in the organisation outside the legal function, you might also be able to persuade them to exert influence and advocate for your position outside the immediate conversation.

This step signals that the issue is serious and requires wider input to resolve effectively.

Step four: formally advise against the action

When informal discussions do not resolve the issue and it remains material, you will need to formally advise against the proposed action.

This involves clearly documenting the legal and ethical risks in writing, along with your recommendation to avoid proceeding.

Make sure your advice is concise, evidence-based and unambiguous.

For example, your advice could include language such as:

“Proceeding with this action exposes the organisation to significant legal and reputational risks. My professional recommendation is that we do not move forward.”

This creates a formal record and ensures accountability.

This step might also include adding the risk to the organisational or legal department risk register if it is not resolved.

Step five: escalate to a manager or senior stakeholder

If the immediate stakeholders remain insistent on pursuing the risky course of action, escalate the matter to a senior manager or another appropriate stakeholder.

If you are a junior solicitor, this could involve approaching your line manager, the head of the legal department or another leader who has the authority to intervene.

If you are a senior solicitor, it could involve escalating to another senior leader.

For example, if the conflict is with the chief financial officer, escalate to the chief executive officer.

When escalating, present your concerns professionally and include any formal advice you have issued.

Make sure your escalation focuses on the organisation’s best interests, rather than creating the impression of personal conflict with the original decision-maker.

Ideally, you should include the original decision-maker when escalating to ensure transparency and a collaborative approach to resolving conflict.

Step six: escalate to the board (or equivalent)

In cases where the risk is significant and senior management has not addressed your concerns, take the matter to the board of directors (or equivalent guiding mind of the organisation).

For a charity, this might be the board of trustees. For a local authority, this could be the cabinet.

This entity holds ultimate responsibility for the organisation’s compliance and ethical conduct, making it an appropriate forum for resolving critical disputes.

There may be a committee or forum most appropriate for the escalation, such as the audit and risk committee.

Before escalating, make sure you have exhausted all previous steps and have clear documentation to support your position.

Be prepared to explain the risks in terms that resonate with the focus of the board (or equivalent) on governance, strategy and reputation.

As in step five, it must be clear that your concern relates to the best interests of the organisation, rather than any personal conflict.

If there are others with influence who agree with your position (see step three), you might be able to ask them to support your escalation formally: a concern raised by multiple people may be more likely to be acted on.

It might be possible to persuade stakeholders to take action merely by stating your intention to escalate to the board (or equivalent), removing the need to follow through with this step.

Step seven: external whistleblowing or resignation

The final step is reserved for the most serious situations where all other efforts have failed, and the proposed course of action poses a clear and immediate threat to legal compliance or ethical integrity.

Whistleblowing may involve reporting the issue to a regulator, professional body, or external authority, depending on the nature of the concern.

Read the SRA's guidance on reporting concerns about wrongdoing when working in-house

Contact Protect's advice line for free, confidential whistleblowing advice

Resignation may also be necessary if you cannot remain in your role without compromising your professional obligations.

Before taking this step, you should notify relevant stakeholders of your intention to do so. This may be enough to resolve the issue without having to go through with it.

While this step carries significant personal and professional consequences, it ensures that the solicitor does not become complicit in unethical or illegal conduct.

See our resources section for more information on the support and guidance available to solicitors who have reached this final step.