Not every business has its own lawyer. Rather, most businesses are small to mid-sized businesses that are not large enough to require daily advice on sophisticated legal issues. Ideally, those businesses find a knowledgeable attorney who satisfies their legal needs by acting as their outside general counsel, providing the same support an in-house legal staff would, just with less regularity.
To fill this role successfully, the lawyer will develop a relationship with the business owner and become familiar with the legal and practical issues the business faces so the lawyer can anticipate the legal risks this business is likely to encounter and to develop strategies for addressing those risks before they reach critical mass. Additionally, by gaining a detailed knowledge of the company’s business, the lawyer will be able to provide legal support consistent with the business’s needs and budgets.
Whether dealing with corporate governance issues, negotiating a contract with a vendor, handling 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 their legal issues. The types of outside general counsel services frequently provided to businesses include:
Maintaining corporate governance documentation
Counseling officers and directors on fiduciary duties and strategies
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
Advice regarding insurance coverage disputes
Selecting, retaining and serving as liaison with local counsel, as needed
By maintaining an ongoing relationship with your lawyer and avoiding piecemeal legal engagements, you can gain a sense and level of comfort for your business no matter the issue.