Not every business has its own lawyer. In fact, most businesses are small to mid-sized businesses that are large enough to require advice on sophisticated legal issues but not yet ready to employ a full time in-house lawyer. Ideally, those businesses find a nimble and knowledgeable law firm that satisfies their legal needs by acting as their outside general counsel, providing the same support an in-house legal staff would.
To fill this role successfully, the firm will need to acquire a familiarity with the legal issues that this growing business faces, allowing the firm to anticipate the legal risks this business is likely to encounter and to develop strategies for addressing those risks before they reach critical mass. In addition, by acquiring a detailed knowledge of the company’s business, the firm should be able to provide legal support consistent with the company’s needs and budgets.
Whether dealing with corporate governance issues, negotiating a contractual relationship with a new vendor, addressing the termination of an employee or providing advice on how to minimize expense associated with a lawsuit, the outside general counsel works proactively with its clients as an integrated part of their business team to effectively and efficiently manage the legal issues affecting their growing businesses. Examples of the type of outside general counsel services frequently provided to businesses include:
- Maintaining corporate governance documentation
- Corporate restructuring
- Counseling officers and directors on fiduciary duties and strategic considerations
- Filing and monitoring trademark applications
- Drafting employment agreements, NDAs and non-competition agreements
- Due diligence and deal support
- Drafting and negotiating commercial contracts
- Employee termination advice and support
- Advice regarding regulatory compliance
- Lease drafting and negotiation
- Litigation, arbitration and risk management
- Mergers and acquisitions
- Risk analysis
- Advice regarding insurance coverage disputes
- Selecting, retaining and serving as liaison with local counsel, as needed
Rather than dealing with legal issues piecemeal or scrambling to find advice as problems arise, there is good business sense and a sense of comfort for a business in having a relationship with a firm that they can call on no matter what the issue.