What Can Outside General Counsel Do for Your Business?
Businesses—small and large—all face legal, compliance, and regulatory issues. From legal entity formations to day-to-day legal matters to more-specific litigation conflicts, all businesses encounter various legal requirements that require expert guidance. Every business can benefit from having a lawyer's expertise on the team. However, not every business needs to spend the, often high, costs of hiring a full-time in-house attorney to have this guidance.
Why should a business hire outside general counsel?
Large companies may have the expansive budget to employ an in-house attorney or even support an entire in-house legal department. For most business owners, this may not make financial sense. Especially for new entrepreneurs with budding startups and ventures, hiring in-house attorneys can be an impossibility.
That does not mean you are left alone to deal with legal issues. Outside general counsel can be your business's answer to cost-effective, consistent, quality legal services. Trying to self-manage legal obligations can quickly bog down business owners until they find themselves in over their heads. Outside general counsel can be incredibly beneficial to your business—and your sanity. Rather than handling legal affairs, you can instead focus your time and energy on managing and growing your business. The general counsel acts as that strategic advisor, providing you with solutions to the questions you have.
What if a business already has in-house general counsel?
Even if you have in-house general counsel, hiring outside counsel can be beneficial when a big deal comes in or if your business is growing beyond your internal resources. Hiring outside counsel is valuable when your in-house counsel needs help handling overflow work or if a specific type of legal matter arises, such as an expected merger or acquisition. Your outside counsel can act as a regular extension of your in-house counsel or be brought in to help sporadically on an as-needed basis.
What can General Counsel do for your business?
Aside from the difference between in-house and outside attorneys, what exactly is a general counsel, and how can one help your business?
For general counsels (“GC”), the word 'counsel' is critical. Your general counsel will be a legal advisor who helps to create and support your business ventures. GCs work closely with a business to understand goals and undertakings to provide focused advice on legal obligations, rights, and responsibilities. GCs can help provide insight on business structures and evaluate ventures. A large part of this also means spotting legal issues before they arise.
General counsels are the first-person business owners can turn to when confronted by any business issues with legal implications. Acting as strategic advisors to clients, GCs work across diverse practices to implement the best solution for you. This diversity means that you do not need to find an attorney for contracts, a different attorney for real estate, and yet another for every other specialized area of law.
A general counsel arrangement means that a business owner only needs to communicate with one attorney or firm. That attorney or firm will perform most of the typical tasks that the business needs. If the GC does not have a specific expertise in an area, they often have attorneys in their networks that they use as “of counsel” to their firms to delegate that specialized work to. The general counsel can serve as a middleman between these other attorneys, so a business owner receives diverse expertise without being inundated by too many lawyers.
Benefits of Hiring Outside General Counsel
There are many advantages to hiring outside general counsel. Some outside general counsel benefits include:
Hiring outside general counsel saves your business money because you're not hiring a full-time employee — you save the costs of recruiting, the high salary of a full-time in-house lawyer, and the employee benefits that your business provides full-time employees. An in-house attorney might also demand equity or partial ownership in the business, whereas outside counsel does not seek this type of interest.
You will merely pay your outside general counsel for the work she or he performs. The total amount will end up costing much less than hiring someone in-house, making hiring outside counsel a smart budgetary decision for many businesses. At Newburn Law, we offer fixed-fee options or other alternative fee arrangements; meaning you can calculate your budget accurately and consistently.
Outside general counsel brings to your table an external view of your business. Therefore, your outside GC can offer an objective, third-party perspective from a scope outside of your business' internal branches. Business owners are very close to issues within their business and rightfully can be emotionally invested. Having a separate, additional voice from outside the business can be extremely valuable for helping you make sound decisions. Newburn Law attorneys are experienced executives with formal business educations who can provide a valuable legal and strategic “second look” at your business and operations.
Familiarity with your business
Bringing an outside perspective does not mean an outside general counsel will be unfamiliar with your business's nuances. Your outside GC is still very much a part of your team and will fully get to know your business—from operations to objectives—to guide you well. Further, with expertise in specific areas from dealings with other companies, outside general counsel is better prepared to anticipate any issues that may arise in business dealings and prevent those issues from happening.
Legal issues present themselves at unpredictable times and often call for quick responses. Without a legal advisor on hand to deal with these matters when they come up, you'll be forced to spend a lot of time vetting and interviewing candidates, adding even more to your plate. Additionally, many attorneys are limited to their expertise, so business owners may find themselves needing to vet and hire multiple lawyers.
Having an outside general counsel is also your one-stop-shop; you can make a single call, and your outside general counsel will handle all the different practice areas of all your legal needs.
As opposed to when you hire in-house general counsel, you don't have to take on a long-term commitment with outside counsel. You have the option to test an outside counsel's services to see if they are a good fit. There are no employment contracts that include fees if you wish to terminate the contract early. Outside counsel offers you valuable flexibility and ease in making choices for your business.
Laying the foundations for growth
Your outside general counsel will help you establish and maintain your business. There are many questions business owners face when starting a business. Which formation will best protect your investments? Which establishment will help limit your tax burden? What are your best options if you plan to work with subcontractors? These are the questions an attorney can answer.
And past the initial process of starting your business on a strong foundation, your general counsel will be a valuable asset when planning strategic growth moves and future plans. Many business growth strategies and implementation require your business to be prepared for transactions that ensue. This preparation entails having all of your corporate documentation organized and in order, from well-written employee contracts, intellectual property appropriately protected, and many other tasks requiring continuous maintenance and upkeep. Your outside general counsel has the expertise and experience to ensure everything you need is organized, complete, and up to date. Having someone to help early is an investment that will be advantageous for all your business developments.
What Skills Do a General Counsel Bring to your Business?
Breadth of Expertise
At Newburn Law, our general counsels have a broad range of knowledge and understanding of laws relevant to your business. This skillset and expertise can only be learned through experience, which outside general counsel has.
Outside general counsel also brings to your team strong research skills. Each business may face unique, complex legal issues that are nuanced—your counsel will be able to do in-depth research to find the best legal procedure for your situation.
The legal field has a lot of unfamiliar jargon and principles. Your general counsel will be able to communicate legal ideas clearly and effectively to non-legal professionals.
Effective outside general counsel will know when to say ‘no' to a business for the benefit of the business to mitigate risk. It is crucial the business trusts the lawyer or the firm giving it advice. An excellent outside general counsel will not only advice the business but will also be a part of the team in helping the business grow in a strategic way that manages risk.
Roles of an Outside General Counsel
You may hire an outside general counsel to serve a variety of roles, but the primary roles of general counsels are:
Outside general counsel is a legal advisor to the company and its employees. They will research and point out potential legal issues, thoroughly explain what those legal issues are, and provide guidance for how your business can ensure compliance with laws.
A general counsel will serve as the primary point of contact for all legal issues the company faces. When dealing with other parties, such as a company you are seeking to merge with, acquire, or be acquired by, or any adverse parties, it is important to have a legal expert in your corner to help guide you through any legal process.
Outside general counsel can be the representation you need to ensure that you protect your business's rights. If other lawyers specialized in a specific practice area need to be brought in, your general counsel acts as a project manager and representative for your company and other attorneys.
Outside general counsel handles all of the legal services in your company, from contract drafting to corporate governance procedures. General counsel will coordinate, oversee, and execute all of the legal requirements to effectively grow, manage, and sustain your business.
Work Your Outside General Counsel Can Perform
Corporate Formation, Governance, and Operation
GCs can help you create, organize or dissolve a business entity. To form a corporation, attorneys can help:
- Draft articles of incorporation
- Deal with business entities (partnerships, limited liability companies, limited liability partnerships, and business trusts)
- Help clients decide the organizational structure
- Describe tax burdens
- Review a lease for office space or equipment
- Draft employment contracts, nondisclosure, and non-compete agreements
- Advise on rights and responsibilities of corporate directors and officers
Mergers and Acquisitions
Mergers and acquisitions (M&A) is a major corporate practice area. Whether you are selling your business, buying a business, or merging, a general counsel can help you through the process. Typically, to evaluate a proposed venture, your general counsel will:
- Conduct due diligence. This means reviewing all of the company's critical assets and liabilities
- Assess the situation and point out specific issues with the client
- Determine with the client which parties should accept current or potential liabilities
- Negotiate each detail, term, responsibility, and liability and then draft the merger or acquisition agreement between the company and the other company.
Everything in Between
- Administrative work: Discovery, electronic document review, legal transcription, claims, and collection services.
- Regulatory compliance: All industries have some level of regulation, but businesses in specific industries have various regulations that require understanding and expertise to be compliant. For example, manufacturing products, harmful chemicals, dealing with financial or consumer information, lending money, or selling securities.
- Corporate governance: State and federal laws need to be adhered to. State law requires things like annual filings, disclosures, meeting record keeping. Federal corporate governance requires other public disclosures.
- Employment laws: Employment laws govern workplace hazards, rights disclosures, discriminatory practices, and compensating employees.
- Advertising: If your company wants to advertise your products or services, there are many state and federal consumer protection and privacy laws to follow.
- Litigation: There are many steps to resolving a dispute in court that your GC can guide you through.
- Write policies and procedures: You'll want written policies for all general corporate risk areas, including:
- Competitive Behavior
- Conflicts of Interest
- Export Controls
- False and Deceptive Advertising
- Foreign Corrupt Practices Act
- Fraud and Theft
- Fraudulent Financial Reporting
- Gifts and Gratuities
- Government Contracting
- Insider Trading
- Political Contributions and Other Political Activities
- New Business "Alliances"
- Privacy Policies for Websites
- Procurement of Goods/Services
- Records Management
- Security/Wiretapping; Privacy of Communications
- Sexual Harassment
- Subcontractors and Contract Labor
- Terms and Conditions for Websites
- Workplace Safety
- USA Patriot Act and other relevant local laws.
How Do You Find a General Counsel?
There are two paths for hiring outside general counsel:
- Independent contractor: You may find an attorney who will work as an independent contractor for your business. This is often difficult, as independent contractors will need access to company resources and may be considered employees. This individual will rely heavily on company resources and may even set up an office in the company. It can be challenging finding and hiring competent counsel in this capacity.
- Law firm: Another option is to work with an existing law firm specializing in providing outside general counsel services.
Contact us now to learn more
If you are a business looking to have a legal team in your corner, contact our team here at Newburn Law, to learn how we can help you.