Dive Deeper
Transcript
Episode Overview
Peter Katz spent his first month in Big Law doing a specific kind of math: how long it would take to pay back his law school loans if he quit and went back to teaching high school. He stayed four years, left before the partner track could claim him, and went in-house at Vanguard.
Scaling an in-house legal team, in Katz's playbook, comes down to four moves:
1. Absorb the commercial friction eating your business leaders' time
2. Build processes as you go
3. Hire lawyers for their ceiling, and
4. Say "I don't know" out loud when it is true
Katz ran that playbook as the first in-house lawyer at Duo Security, where Cisco closed a \$2.35 billion acquisition in October 2018 and four of his seven direct reports went on to become C-level executives.
About Peter Katz
Peter Katz is now the VP and General Counsel at Expel, a managed detection and response company, where he arrived in 2020 as the company's first in-house lawyer.
Before Expel, he was the first general counsel at Duo Security from January 2015 to May 2019, where he ran the 13-month dual-track IPO and acquisition process that led to Cisco's acquisition of the company. Earlier, Katz practiced in Vanguard's roughly 100-lawyer in-house legal department and held a senior legal role at AlixPartners.
Key Takeaways
Build the relationship before you need it. Trust earned over lunches and ordinary conversations gives a GC runway when the hard pushback comes.
The first in-house lawyer at a startup succeeds by being operational. Katz starts by auditing what's already built, absorbing commercial friction, and working with sales first before building formal process.
Intellectual honesty scales with the stakes. Katz told Duo's board he had never led an IPO in-house, laid out exactly what readiness required, and kept their confidence through the \$2.35 billion sale to Cisco.
Hire for the candidate's ceiling, not the role's level. Katz treats the title on the requisition as a starting point, and four of his seven direct reports at Duo went on to become C-level executives elsewhere.
Legal AI hands back the hours that never required a JD. Katz reallocates that freed time to risk calculations, hiring calls, and board advisement, the judgment work only a lawyer can do.
Why Do Lawyers Leave Big Law to Go In-House?
Lawyers leave Big Law for in-house roles when they can no longer connect the work to the value it creates. Katz knew the firm was busy, and he knew he answered to partners and senior associates.
What he could not see was the client on the other end of the all-nighter. In-house, the client sits down the hall, and the purpose of the work is visible daily.
Katz remembers when the math stopped working:
"I knew that we were busy. I knew that I had a lot of partners and senior associates to answer to. I knew I stayed up all night at times for reasons that were unbeknownst to me. But I never quite made that connection between the work and the value that it was providing to our clients."
One partner told him he would never get past a mid-level in-house role because he was leaving too early. Katz answered the doubt with structure. He picked Vanguard, a highly regulated, tech-forward company with an in-house department organized like a law firm, corporate, IP, litigation, and employment practices under one roof.
His days there ran building to building across a campus-sized operation, sitting with clients on software agreements, partnership deals, and 529 plan relationships. Ordinary work, made meaningful because he could see where it landed.
It also taught him the principle he leads with today:
"Get with your clients, sit down with them, make sure they understand. Make sure they know you as a human so that when you have pushback, they don't just think it's a legal person saying no. It's, I know Peter, I've gone out to lunch with him. ... If he's telling me that this risk is really important for us to pause and make some different decisions, then I already trust him.”
What Does the First In-House Lawyer at a Startup Do?
The first in-house lawyer's job is operational. That means finding what has already been built, absorbing the legal noise slowing the business down, and giving people their time back.
Katz has been the first lawyer in the door twice, at Duo in 2015 and at Expel in 2020, and both times the fundamental need was the same. A few dozen employees and a few million in revenue, with founders and salespeople behaving like lawyers on a daily basis and outsourcing the overflow to law firms at a cost that could not scale.
His comfort with that ambiguity is the qualification, as he explains in the episode's cold open:
"I'm good at accepting that I don't know the capital-L legal answer to every legal question. And I've gotten enough experience and confidence and perspective over the years to realize that most of the time I don't need to know the exact legal answer to a legal question, because we're dealing with business decisions and the ability for us to decide how much risk we're comfortable taking on."
Katz's sequence for a first legal hire's opening months:
Audit what exists. Founding teams that valued legal enough to hire you have usually built more than you expect.
Give business leaders their time back by absorbing the commercial friction.
Start enablement with sales, where the pressure is highest, then work around the company.
Build legal processes as you go, once you understand the culture.
Hire lawyers with room to grow.
That sequencing, deciding what to absorb, what to systematize, and when to add headcount, is the same problem lean teams work through when they're deciding what to automate before they hire.
How Do You Run a Dual-Track IPO and Acquisition Process?
Dual-tracking, which Katz calls dual-pathing, means preparing for an IPO while evaluating acquisition offers at the same time, so the board can choose the stronger outcome.
Duo ran both, plus a separate potential transaction the summer before, plus the day job, over the course of 13 months. Katz calls it the most exhilarating stretch of his legal career and the most exhausted he has ever been.
He had joined Duo in January 2015 with a sticky note in hand.
It listed three Michigan startups he had been tracking; two were already crossed out because he did not think they existed anymore. Less than four years after he took the job at the third, the outcome arrived:
"By October of 2018, we'd closed a deal with Cisco for almost two and a half billion dollars, and did it with a bunch of folks who, being in person and being in Ann Arbor, we had offices all over at that point, but there was a core of us who lived and worked in Ann Arbor, which is a town of 100,000 people. It's not like being in a big city. Our families knew each other, our kids knew each other. ... Seeing the outcome, and how that helped to change the trajectory of a lot of people's financial lives and give them space to do what they love. It was really special."
Katz had never led an IPO in-house. The board knew it, and he made sure they did.
He had their confidence on transaction work after years together; they were skeptical about the IPO gap. So he researched, worked with outside counsel at Gunderson, framed the IPO as a financing transaction with ongoing compliance obligations, and laid out exactly what readiness would require.
The lesson he now gives to lawyers he works with:
"The biggest mistake that we can make as lawyers is pretending to know something that we don't know. I see it all the time. Through fear, through self-doubt, whatever it is, people will pretend to know something, or be an expert on something. ... People are relying on what you say as truth."
How Do You Scale an In-House Legal Team?
Scale an in-house legal team by hiring for each candidate's ceiling rather than the level of the open role.
Katz assumes anyone whose resume reaches him can do the job; the interview tests for what the resume cannot show. At Duo, that filter produced a team where four of seven direct reports became C-level executives at other companies, including one who ran legal and people simultaneously and became a chief people officer.
"I always assume that if the resume gets to me, the person has the ability to do the job. So it's not about how many contracts have you negotiated and all of these kinds of things. It's all of the other stuff that it's important for GCs to be looking for when interviewing."
Katz treats the level on the requisition as a starting point and screens for lawyers who could outgrow it, and him, without viewing that ambition as a threat.
What Should You Look for When Hiring In-House Lawyers?
A high ceiling: the potential to become a general counsel, whatever the current title says.
Buy-in to the company's purpose, and a clear answer to "why does my work matter here?"
Appetite for autonomy: lawyers who want to lead their own things while working closely with the rest of the company.
Customer focus first, in how they review a contract and how they treat the business.
High EQ and the intellectual honesty to say "I don't know" and go find out.
Ziniti's mentor Reggie Davis, former general counsel of DocuSign, tracks the same scoreboard. He counts the direct reports who went on to hold the top legal seat somewhere else.
Katz's version of the metric is simpler. The mark of a real GC, he says, is that you can step away and it all still goes.
Where those hires sit, and when a team adds its second and third lawyer, changes shape as legal departments grow from a solo GC to an enterprise team.
Where Does Legal AI Fit as a Legal Team Scales?
Katz treats legal AI as the way a scaling team buys back the hours that never required a law degree.
His view carries weight because he watches the same dynamic from the product side. Expel's security analysts use AI to prioritize threats and reach outcomes for customers faster, and Expel runs its own product internally.
He is candid that his legal team is not a full AI user yet, which is exactly the intellectual honesty he preaches. The test he offers any in-house lawyer:
"If you looked at your pie chart of a day and you say how much of my time was spent actually doing human lawyering work that needed me to do it, I would guess for most in-house lawyers there's a good chunk of that day where they could say in confidence that some sophisticated software or AI tool could likely do it as well as them and faster."
For Katz, AI reallocates the day. Offload the work that does not require a JD, and the hours go to risk calculations, hiring calls, board advisement, and the relationships that pay out later.
Recommended Reading
How to Build a Corporate Legal Department Structure: how a legal team sizes and structures itself from solo GC to enterprise department.
How Great GCs Think About Growth, Risk, and Crisis Management: risk framing, team efficiency, and crisis preparedness from GC Tricia Kinney.
AI in Legal Operations: The 2026 Five-Layer Playbook: where legal AI fits across intake, knowledge, contracts, outside counsel, and compliance.
