There are numerous middle-market companies across the country that have the need for, and would benefit from, having a quality general counsel on staff. Senior management at many of these companies recognize this need, but cannot justify paying the $250K to $350K base salary requirement for a full-time, highly-qualified general counsel. That is why we offer a fractional model to companies.
For a fraction of the annual cost of a full-time general counsel, a company can have available a highly-qualified general counsel that is always available and that will organize and perform a company’s routine legal tasks, fill the role of corporate secretary, select and cost-contain outside legal counsel as required, etc. – all for a fixed monthly/annual fee for a menu of routine legal matters that are the ambit of the typical general counsel.
Our services include:
- Reporting and regulatory issues
- Subsidiary corporate governance
- Administrative issues
- Policies and procedures
- Director and officer reporting obligations
- Stock and securities registries.
International and U.S. Capabilities
One of the trickiest problems for a GC or CFO is that which occurs when a U.S.-based company seeks to do business for the first time in a non-U.S. jurisdiction. There are numerous cross-border tax, regulatory, employment and other issues that make opening a non-U.S. office fraught with administrative and policy perils.
We have navigated these waters in many non-U.S. jurisdictions and are well acquainted with how to safely engineer a client’s opening of an office in a non-U.S. jurisdiction.
Clients Who May Find these Services Useful
The services outlined herein are of especial use for the following organizations:
- A start-up company.
- A rapidly growing small company without a general counsel capability whose growth has outstripped its ability to manage the compliance and regulatory functions of its business.
- A small or mid-sized company with a GC who is inundated with compliance and regulatory tasks and cannot get it all done; or, who faces the Hobson’s choice of either handling these essential responsibilities or paying attention to the critically important advisory part of her job.
- A mid-sized or even large company that wants to out-source part of the general counsel function, either for cost efficiency or because it is too time-consuming internally. Perhaps, the GC wants to focus on more mission-critical matters but does not want to neglect these smaller matters and there is not enough time in a day. For example, any such company, with hundreds of entities that are formed for individual deals, would save both costs and “internal” time, by outsourcing to our Group for handling the numerous filings, annual minutes and other necessary maintenance.
Turn-key or A-la-carte Provision of Services
We are able to provide services either:
- On a turn-key basis – where we effectively just take over responsibility for significant portions of the work under the direction of the CEO, COO, CFO, or GC. In this capacity, we handle all facets of our client’s business’ compliance and regulatory needs, including, most critically, figuring out what must be taken care of and is not being taken care of.
- Overall business structure,
- Corporate formalities,
- Corporate compliance,
- Establishment of foreign offices,
- Director and officer management,
- Guarantees and credit parties,
- Employment agreements,
- Filing procedures,
- Incentive plans,
- Litigation practices,
- Securities registry and tracking,
- Selecting law firms,
- Negotiation of office leases,
- Insurance coverages,
- Foreign Corrupt Practices Act,
- Securities transfer opinions,
- Non-disclosure agreements,
- Restricted list, information barriers and similar procedures,
- Corporate forms,
- Review of intellectual property policies and protections, and
- Employment matters
- On an a-la-carte basis – where our client’s executive team either is overworked or seeking further cost efficiency, we assist in handling selected individual areas of concern. Below are services we have performed for clients in the past that have been of material assistance.
- Overall business structure and implementation
- Corporate formalities: board and officers,by-laws, certificates
- Corporate compliance
- Establishment of foreign offices
- Director and office management
- Guarantees and credit parties
- Employment agreements
- Filing procedures
- Incentive plans
- Litigation practices
- Securities registry and tracking
- Selecting law firms
- Negotiation of office leases
- Insurance coverages
- Foreign corrupt practices act
- Securities transfer opinions
- Non-disclosure agreements
- Restricted list, information barriers and similar procedures
- Corporate forms
- Review of intellectual property policies and protections
- Employment matters