What to Know About General Counsel Services

Hiring a General Counsel can mark a pivotal moment in your company's success story.

Navigating legal complexities and aligning business strategies to the law requires an experienced corporate law attorney.

From contract negotiations to compliance management, a General Counsel guards your enterprise's legal health, allowing your organization's hierarchy to focus on core operational goals.

Engaging a savvy corporate attorney to provide General Counsel services can translate into a competitive advantage for your organization, especially during critical phases of expansion.

To unlock the strategic benefits of legal oversight for your company's growth, it is essential to understand the role and timing for incorporating a General Counsel.

Key Takeaways

• A General Counsel is crucial for safeguarding a company's legal interests

• A Fractional General Counsel offers extensive legal expertise without full-time commitment

• Proper legal oversight can help avoid costly litigation and compliance issues

• Strategic legal partnerships can offer nationwide coverage and cost efficiency

• Integrating legal into operations can protect against potential disputes and costly violations

What is a General Counsel?

As a business grows, so does its legal problems. Once you cross the seven-figure annual revenue mark, and expand your leadership team, your are likely to see a steep uptick in legal needs.

More transactions. More contracts. More regulations. More policies. More taxes. More disputes. At first, you might have hired an attorney for this one thing and another attorney for that. But as the organization grows, you cannot keep track of all your legal matters, let alone which lawyer is handling what.

The General Counsel is a jack-of-all-trades attorney who can centralize your legal functions and be your sole point person for all things legal concerning your organization. As J.R.R. Tolkien would say, the "one lawyer to rule them all." The General Counsel usually assists a variety of matters, such as the following:

• negotiating significant transactions,

• preparing day-to-day agreements,

• investigating potential crimes or misconduct such as harassment or discrimination,

• developing policies and managing ethics and regulatory compliance,

• monitoring new laws and government enforcement actions,

• helping your accounting department and internal audit function resolve tax law questions,

• guarding the company's intellectual property and innovations,

• resolving or preventing legal disputes and evaluating the organization's legal liability,

• conducting legal research on emerging issues, such as about artificial intelligence or blockchain,

• keeping eyes on the competition, policing against infringement or unfair business practices.

• restructuring the Company's subsidiaries and other affiliated entities,

• ensuring smooth relations with the Company's insurance carriers,

• navigating the challenging nuances of securities laws, such as avoiding fraud when seeking funding from private equity funds or tapping into the capital market;

• reviewing sensitive social media posts and website updates,

• tracking issuances or transfers of a corporation's stock,

• handling commercial leases, landlord-tenant disputes, slip-and-fall insurance claims, and other the legal issues arising from each commercial property,

• preparing agendas, minutes, reports, and other essential documents for meetings of the board of directors or owners, and

• advising on fiduciary duties and other matters of vital corporate governance.

Importantly, the General Counsel also oversees outside counsel, who are usually highly specialized attorneys who are assigned specific legal matters or issues. For example, prosecuting a business tort lawsuit, spearheading a criminal defense, or defending a corporate client in an administrative law proceeding are matters that often are outsourced to trial attorneys and white-collar defense attorneys. A General Counsel knows when it's best to call in a special list, such as finding the right lawyer to sue a company or customer, or locating a highly specialized business law attorney to give legal advice on niche legal issues.

You can chose the structure of legal counsel that best aligns with your business needs—be it the dedicated focus of "In-House" counsel or the flexibility of "Outside" counsel. Additionally, the emerging concept of a Fractional General Counsel offers a tailored solution, blending the close familiarity of in-house with the adaptability external counsel provides, ideal for scaling corporations.

What is "In House" vs. "Outside" Counsel?

Choosing between "In House" and "Outside" Counsel is a strategic decision. "In House" refers to a lawyer, or team of lawyers, employed directly by your company, dedicated to serving only your organization's interests. By having legal staff on payroll, you benefit from instant access to counsel intimately familiar with the intricacies of your business and its community. Embedding counsel into your management team can result in more efficient and cohesive legal strategy development, and greater mindfulness to the unique aspects of your enterprise.

On the other side of the coin, "Outside" Counsel denotes an independent law firm or sole practitioner you engage to represent your organization for a particular legal matter, or to address a variety of legal matters as they might arise.

This can be cost-effective by minimizing fixed costs, because "outside" counsel are engaged on a limited or as needed basis. And engaging outside counsel is a cost-effective way to temporarily access expert help on niche legal issues, avoiding the need to maintain an army of specialized attorneys on payroll. However, the trade-off lies in the delay of engaging the new counsel and familiarizing them with your unique circumstances. They also have a broader client focus, meaning they might never give intimate attention to your business like some sensitive scenarios might demand. The per-hour costs might also be significantly greater than would be the case with in house counsel.

What Is a Fractional General Counsel?

A Fractional General Counsel provides your company with outsourced legal expertise on a part-time or as-needed basis. This model allows you to quickly access vital legal services from a lawyer familiar with your business without the full-time commitment required by a traditional in-house general counsel. This strategic outsourcing, in other words, ensures budget friendly legal representation while preserving the flexibility that aligns with your business's current and projected needs.

When's the Right Time to Add a Fractional General Counsel to Your Team?

Even from day one, complying with the law is critical for a business's immediate success and long term viability. And as your corporation grows, regulatory compliance becomes an absolute necessity.

Enlisting a Fractional General Counsel can be instrumental at this juncture, helping you lay a foundation of compliance tailored made for your organization without overburdening your payroll.

As your corporation expands its online reach through its website and social media, you will increasingly face challenges navigating the complexity of the ever expanding web of internet laws. From data protection to copyright infringement, and terms of service to artificial intelligence policies, you must keep your compliance program up to date to adapt to the latest changes in technology and regulations. And the more money you make, the bigger the target on your back. A Fractional General Counsel serves as a strategic asset, ensuring that your digital activities align with current laws, mitigating the risk of costly litigation or government interventions.

The best time to onboard a Fractional General Counsel is the day you can no longer afford to be without one. If you are a chief executive officer, you know first hand that sound legal advice is integral to every major decision that comes across your desk. Not having a corporate attorney on speed dial might not only put your business at risk, but also hamper your growth because of a lack of confidence or delay in decision making. You, your leadership team, and your board of directors deserve an experienced corporate law advisor at your side to help you navigate the tough calls that will shape your organization's future.

As your operations expand and your business's footprint grows, it will become necessary to onboard a corporate attorney as a fractional executive. It's not an matter of if, but when. The Fractional General Counsel will help ensure the security of your enterprise until the day you have the funding to hire a full time General Counsel.

How A Fractional General Counsel Empowers Growth

At every stage of your corporate evolution, the guidance of a seasoned business attorney is more than a strategic advantage—it's a fundamental component of your success.

Onboarding a fractional executive who offers high-level legal insight can empower you to make informed decisions on pivotal aspects of your business's journey. Whether it's through fortifying negotiating positions, preemptively addressing legal vulnerabilities or ensuring the integrity of your contracts, legal expertise is integral to building and maintaining a competitive edge in the market.

Approaching mergers and acquisitions with due diligence, fortifying your intellectual property assets, or embedding best legal practices into your operational blueprint—each move is a step towards a sustainable future.

In the balance of cost, risk, and opportunity, expert legal counsel ensures your company's pathway is not only resilient but primed for prosperity.

Make Informed Decisions With Risk Assessments Laser Focused on What Matters Most

A General Counsel on your team can equip you with targeted risk assessments essential for making sound decisions. But it's not enough to identify risks. Seasoned executives know they need a legal advisor who can help them make the tough judgment calls that take into account the practical realities of the business, including the need to maintain profitability and finance its growth. Your corporate counsel should therefore have a deep understanding of business transactions, helping ensure your strategic moves are both calculated and sound.

Enhance Negotiations By Building Leverage and Navigating Strategic Options

To negotiate with confidence, you need strategic insight that only an experienced corporate law attorney can offer. Skilled business lawyers can enable business clients to identify and articulate vital bargaining chips, ensuring each negotiation move is made with maximum leverage and forsigth into potential next plays.

Mitigate Risks Before They Escalate Into Costly Disasters

Mitigating legal risks isn't just a good idea. It's a matter of survival. One lawsuit or one criminal investigation can put a corporation in financial peril. Your General Counsel should develop risk management strategies to intercept potential disputes and compliance violations, helping protect your venture from devastating financial repercussions. And if a dispute arise, a good General Counsel will help you negotiate a resolution or win a mediation before it escalates into a full blown lawsuit or arbitration proceeding.

Keep A Watchful Eye on Outside Counsel's Fees

Your company's growth should not be hampered by bloated legal fees. But commercial lawyers can easily fall into the trap of treating their business clients like cash cows. There's stories of business law firms racking up bills in the hundreds of thousands of dollars before even filing a single document to defend their corporate client in court. Clients often don't know how to respond the massive bills from their business attorneys. And realistically speaking, nobody is better suited to reign in out-of-control legal costs than another lawyer.

No surprise, a key function of a General Counsel is to keep the costs of outside counsel within reasonable limits. The GC can keep costs down in a variety ways, such as the following

• negotiating lower hourly rates

• negotiating legal services for a flat rate

• disputing unreasonable fees and charges

• finding competent attorneys who don't charge and arm and a leg

• innovating cost-saving alternatives, such as leveraging off-shore legal services or new technology such as artificial intelligence.

Through such stewardship, a full time or fractional General Counsel can easily earn their wages.

Craft Solid Contracts to Protect the Company's Interests and Relationships

Contracts are like the lifeblood of your business. The rules and expectations of every key strategic relationship should be memorialized in clear terms. Your General Counsel should be a qualified corporate attorney who can skillfully draft a broad range of agreements that protect your interest while ensuring long-lasting, mutually-beneficial business relationships. After all, the best contracts are not the ones that win in court, but rather those that keep you out altogether.

Loan papers, lines of credit, commercial leases, terms of service, website privacy policy, copyright licenses, stock sale agreements, employment agreements, nondisclosure agreements to protect trade secrets, settlement agreements, insurance policies, and agreements for mergers and acquisitions, are just a handful of the types of contracts that a business law attorney must be prepared to draft or review, with meticulous attention to details. A well-drafted contract not only offers protection of business interests, but also serves as a deterrent against harassment, frivolous breach of contract claims, and other forms of misconduct that might disrupt your operations.

At the same time, a seasoned General Counsel understands how your contracts can affect your bottom line. An experienced GC will take steps not to scare away customers with out-of-touch legal terms that evoke unwanted criticism from judges or the public at large. A good corporate lawyer will also employ strategies to make the contracting process as seamless and frictionless as reasonably possible.

Facilite Smooth Mergers and Acquisitions

Mergers and acquisitions are a pivotal component to successfully growing or exiting your corporation. Managing these transactions demands rigorous diligence. You need a legal partner on your team to scrutinize the details, ensure compliance with guidelines of the Internal Revenue Service or Federal Trade Commission, and safeguard ownership interests, thus ensuring a smooth transaction.

A seasoned General Counsel can provide the clear guidance needed to navigate regulatory waters and close the deal on schedule. The advice they offer turns the complex tide of due diligence into a manageable flow, allowing your board of directors to forge ahead with confidence and clarity.

Secure Your Intellectual Property Portfolio

In the fast-paced business environment, it is crucial to maintain your competitive edge. Safeguarding your corporation's intellectual property is therefore key to maintaining its enterprise value. A skilled General Counsel will provide the necessary brand protection strategies to shield your company's IP portfolio, thereby securing the core elements that define your market identity and fuel your growth. With the emergence of artificial intelligence, the stakes are now even higher. An experienced General Counsel will help you ensure that your creative assets are defended against theft, infringement, and unfair competition. These assets include copyrights, patents, trademarks, trade secrets, and other proprietary information. Public personalities might also have valuable publicity rights that a General Counsel can help protect.

Align Business Strategies with Legal Best Practices for Sustainable Growth

An employed or fractional General Counsel is your trusted advisor to achieve your mission critical objectives and help foster sustainable growth. As an executive of a scaling company, you know it's vital to accomplish more with less, and employ legal solutions tailored to the specific stage your business is at. It takes intentional efforts by your team, led by a qualified corporate attorney, to align your operations and strategic objectives with applicable law and best legal practices. With most business attorneys, this process often feels like a game of tug-of-war between following the law and surviving as an enterprise. But doesn't have to be that way.

An experienced General Counsel knows how to prioritize legal objectives and focus on your specific material risks. They also innovate game-changing solutions that satisfy regulatory obligations while preserving your profitability. And seasoned corporate counsel also know how to give clear guidance on what a business can do, so you won't feel boxed in by unnecessary uncertainty. Best of all, when done right, your compliance and ethics functions should instill trust, bolster your reputation, and lay a lasting foundation on which your institution may grow.

Essential Legal Areas Covered by General Counsels

Almost by definition, the scope of responsibilities of a General Counsel should be broad. Your Chief Legal Officer should be knowledgeable in a wide range of fields within the legal profession. Whether its helping you navigate the formation and structures of your business, limiting legal liability when negotiating contracts, dotting each "i" and crossing each "t" when securing venture capital, or establishing robust corporate governance processes to ensure regulatory compliance across jurisdictions, your go-to corporate attorney plays a central role in crafting and executing the legal blueprint for your success.

Just as the medical profession is broken up into specialties, the legal profession has its "practice areas." The practice areas in which a General Counsel should have working familiarity might resemble those of a typical business law firm. Those practice areas, which some might refer to as "business law services," may include the following:

• Business Formation and Structures

• Business Torts

• Commercial Leases

• Contracts and Commercial Transactions

• Corporate Governance and Fiduciary Duties

• Civil Litigation and Dispute Resolution

• Debt Instruments and Securitized Transactions

• Intellectual Property

• Insurance

• Labor and Employment Law

• Marketing and Advertising Laws

• Mergers & Acquisitions

• Privacy and Data Protection

• Regulatory Compliance

• Securities Laws

Steps to Integrating a Fractional General Counsel Into Your Team

Adding a Fractional General Counsel to your team begins with identifying a qualified corporate attorney who you are excited to work with, and who is excited to work with you.

Next, inquire about what kind of plans the attorney offers for fractional general counsel services. Often called "retainers," these plans typically guarantee a certain number of hours of availability each month, a certain method for emergency support, regular check ins, discounts on services, and other benefits, all for the a flat monthly fee.

After selecting the plan that fits you, the attorney will provide you with a retainer agreement for you to review and sign. The retainer agreement will spell out the types of legal services and business transactions the attorney will provide, the fee and cost structure of additional work, and other terms of the relationship. Usually as part of preparing retainer agreements, business lawyers have their business clients fill out intake forms identifying key individuals at the organization so the lawyers can check for conflicts of interest and also understand your corporate hierarchy. You will also identify which individuals at your organization are authorized to request work from the attorney.

Once the agreement is signed, you and your new fractional general counsel should coordinate a time for the attorney to meet with your team.

At the meeting, the corporate attorney should explain that the company is their client, how attorney-client privilege works for organizations, and the best procedure to follow for communicating with the lawyer.

Your team should also share their top legal concerns, summarize past legal issues and current matters, and identify immediate and expected legal needs.

You should also arrange for your general counsel to meet with the board of directors to outline top priorities and objectives for the next 90 days and year ahead.