Ben Jacobs will be the first to tell you he used to think going in-house was what you did when you couldn't make partner at a firm. He's rather embarrassed about that now.
Ben is currently President of the In-House Lawyers Association of New Zealand (ILANZ) and General Manager of Legal for Strategic Growth and Development at Xero, a New Zealand-born cloud accounting platform that serves 4.5 million small businesses. His career has ranged from Allen & Overy in London to Mergers and Acquisitions (M&A) at Barclays during the global financial crisis, to Wellington, where Ben has spent the last six years building Xero's M&A legal function from scratch.
He is also, notably, the first guest from the Southern Hemisphere to join us on CZ and Friends. In this conversation, Ben shares his experience leading acquisitions ranging from a South African startup that found its inflection point during COVID to a $3 billion US payments company, as well as the realization that changed his career trajectory.
“You get to set the vision for the future, find the growth opportunities, and deliver on that,” said Ben. “But being in-house is also an amazing opportunity to work with very senior people in the organization, to learn from them, and to understand the business better.”
Why In-House Is Not the Partner Track Off-Ramp
Ben joined Allen & Overy straight out of law school because joining a firm was the “right” path for a young lawyer. He loved how much he learned, as well as the exposure to complex deals at the highest levels of global finance. Ben decided to specialize in financial services M&A, and then found himself at the center of the global financial crisis, working with some of the UK's biggest banks and trying to keep the wheels from coming off.
A moment of clarity came to him during a secondment to Royal Bank of Scotland (RBS), which had gotten itself into a lot of trouble during the crisis. Eventually, the bank was 78% owned by the UK government, and Ben’s job was to help them sell off assets. The legal work was hard and interesting, but the biggest gift it gave him was a question he hadn't thought to ask himself before.
"The only things I was really looking forward to about making partner were status and the prospect of a decent paycheck,” said Ben. “What I found fulfilling at Royal Bank of Scotland was contributing to the direction of the organization and living with the outcomes. I realized that when I finished that secondment and came back to London, I wanted to do something different. I wanted to be in-house."
Ben likely would never have realized firm life wasn’t a good fit if he hadn’t taken the time to examine how he felt about the work he was doing at RBS. When an in-house role at Barclays came up, he accepted it without a second thought.
This is a great lesson for firm attorneys who are considering going in house: think about the work you love doing, and whether you’d be doing more or less of that work if you stayed on the partner track.
Note from CZ: Ben is the first guest on this show who came up through M&A at the very highest levels of global banking before making the move in-house. What strikes me about his story is that his moment of truth didn't come from being unhappy at the firm. Ben genuinely loved his work at Allen & Overy. It came from noticing what felt different when the work had real stakes attached to it, rather than just logging billable hours.
Global M&A as a Training Ground for In-House Legal
Ben has led M&A across some of the most complex geographies and transaction types in the world. In his current role as General Manager of Legal at Xero, part of Ben’s job is acquiring founder-led businesses in South Africa and the US.
He’s responsible for navigating negotiations between sophisticated corporate development teams and young tech founders who aren’t sure they really want to sell. The skills that make Ben successful in such a complex role all weren’t any he was taught in law school.
"You need to work out what are the hard rocks that you need to hold on to, and where you can pivot,” said Ben. “M&A is typically a one-way door. How you make that decision is super important."
The first skill required for success in Ben’s role is extreme flexibility. He needs to know which positions are non-negotiable and which can be traded, and be willing to move quickly when the situation changes. The second nonnegotiable skill is empathy, which Ben frames at two levels:
The Macro Level: This includes understanding the structural objectives of each counterparty. For example, a VC seller has a fund to return, a long tail of liability is a dealbreaker, and proactively solving for that. This is the kind of good will that keeps deals moving and connections strong.
The Micro Level: This is where your tactical choices come in. Don't drop disclosure schedules at the last minute, don't manufacture surprises, and start building trust with the other party before you start negotiating terms.
"The right deals are the ones where everybody walks away equally unhappy,” said Ben. “You've got to understand what it is that the other side is trying to get out of this, because you're not going to reach an agreement otherwise."
An In-House Mindset Shift: Commerciality is Risk Acceptance
When an internal client wants a commercial lawyer, they usually mean they want a lawyer who will say yes to everything. Ben’s definition of commerciality is different. He believes every lawyer must experience two fundamental mindset shifts when they go in-house:
Moving from advising on risk to owning risk. In private practice, you identify the risks, lay them out clearly, and let the client decide their next move. In-house, your company lives with the long-term consequences of the decisions you make together.
Focusing on risk calibration instead of risk elimination. Eliminating all risk isn't possible and spinning your wheels trying signals to the business that you don't understand what the business needs.
“Commerciality is risk acceptance…but it should be informed by understanding of the law, the business, and the goals,” said Ben. “It's being able to frame and calibrate the risk appropriately to say: yes, I believe this is a risk that our business can accept."
Ben emphasizes that a lot of what looks like excessive legal caution is really just unexplained risk. In-house lawyers who can articulate the risk clearly enough for the business to make an informed decision about whether to accept it are the ones who get trusted with the bigger decisions.
Jacobs’ Three-Part Leadership Philosophy
The foundation of Ben’s leadership philosophy is Amy Edmondson's work on psychological safety, a concept Ben first encountered formally at Xero but recognized immediately from its absence at RBS. The culture of fear led to decision paralysis, which felt suffocating to Ben.
The second layer is social capital, a concept developed by Dr. Thomas Lee, Chief Medical Officer of Press Ganey. Social capital is what determines whether you can execute on that potential. It’s built through trust, reciprocity, and genuine care, all of which are critical for organizational synergy.
The final element is stunningly simple: kindness. Dr. Nicki Macklin, writes about kindness as a foundational leadership principle. She describes kindness not as warmth or niceness, but as something far more demanding.
"Kindness is not a soft principle,” said Ben. “The definition is the proactive effort to support someone else's growth, wellbeing, or success through observable, intentional actions. Dr. Macklin differentiates it very carefully from niceness. Niceness is avoiding tough conversations."
The legal teams that perform at the highest level over time are not the ones that eliminate discomfort. They are the ones that have built enough trust to move through it together.
Why In-House Legal Leaders Should Be Early AI Adopters
Xero has been on an AI journey longer than most. Even before the explosion of LLMs, the company was building its own AI tools. When generative AI broke into the mainstream, Xero purchased an early enterprise license of Gemini and rolled it out across the organization. Ben loves to brag that at one point during the Gemini trial period, the legal team were the most active users in the entire company.
“I think it's great that we have leadership who see the value in it and have been pushing it very hard,” said Ben. “We've gone from looking at the internal tools that we can build to looking at a range of options for how we can take advantage of AI within our business.”
Xero's customer-facing AI product, Jask (Just Ask Xero) lets small business customers query their own financial data conversationally, generate invoices by forwarding a WhatsApp chain, and get answers that previously required either a sophisticated accountant or hours of manual work. Internally, the legal team has used AI to build a risk assessment tool for evaluating new use cases as the company contracts with more AI vendors.
The teams showing up as genuine business partners right now are the ones who are curious about AI, are experimenting without waiting for perfect answers, and build fluency before it’s required. If you’re ready to start building your in-house team’s legal AI literacy, try GC AI for free, or request a custom demo.
