Dedicated Outside Counsel

Our outsourced general or corporate counsel offering is a flat monthly fee service that allows a company to staff an in-house general or corporate counsel function that satisfies the business’ day-to-day needs for legal support at a predictable cost. The service provides comprehensive legal support to the company’s owners, board of directors, executive management, sales, human resources, finance, administrative and operations personnel.

Outsourced General or Corporate Counsel Function

Our outsourced general or corporate counsel function meets virtually all of the client’s ongoing needs – the only matters not included within the flat fee arrangement are non-routine matters, such as major strategic transactions or disputes that cannot be resolved prior to litigation. For example, non-routine equity or debt financing transactions, mergers and acquisitions, lawsuits, and arbitration or administrative proceedings are typically not included in the service (except for management of litigation counsel and ongoing general advice of a nature that an inside general counsel would provide to management). Because our firm is a full service corporate law firm, we can also handle matters outside the scope of the flat fee in a very efficient manner. We typically bill projects outside the scope of the monthly flat fee on a one time flat fee basis and at a lower total cost than would be required for an in-house lawyer to engage specialists in a law firm who do not represent the company on a regular basis and must learn about the company while billing on an hourly basis.

Scope of Services That Can Be Included in Flat Fee

• Preparation, review and negotiation of commercial contracts with customers, strategic partners, vendors, landlords, consultants, and other business partners.

• Commercial contracts management (implement standard commercial agreements/programs for customers, strategic partners and vendors and establish standard contracting processes and controls).

• General day-to-day legal advice and counseling on general and industry-specific legal issues, with particular expertise in the software, telecommunications, healthcare, restaurant and hospitality, distribution, retail, aviation, and the Internet and e-commerce industries.

• Attend shareholder, board and management meetings.

• Participate in and support the company’s strategic planning as requested.

• Assist with the preparation and filing of periodic reports that public companies must file with the SEC, such as 10-K, 10-Q and 8-K and annual prox filings.

• Assistance with financing strategies and negotiation of term sheets.

• Routine debt financings and banking agreements, such as basic lines of credit, and factoring agreements.

• Corporate governance and secretarial services for parent, and all subsidiaries (i.e., maintain minute books and other corporate records, annual returns, etc.).

• General employment matters, such as advice on hiring and termination decisions, review and establish employment policies, standard employment contracts, confidentiality and non-compete agreements.

• Executive and employee compensation, benefit and incentive plans.

• Design, set up and administration of option grants and other equity incentive plans.

• General advice and counseling on intellectual property and proprietary rights issues.

• Management of legal subject matter experts (both within and outside of firm) and other outside consultants to obtain timely and accurate advice and manage cost.

• General risk and litigation management.

• Legal support for launch of new product offerings.

• Routine regulatory filings and compliance (if applicable).

True Flat Fee Billing

• A true flat monthly flat fee without hidden costs – the “meter” is never on and the company is encouraged to call as often as necessary and to treat primary contact the same as it would treat in-house counsel.

• Monthly fee remains the same regardless of time used; willingness to invest more time when needs are greater in return for recurring monthly fee.

• Amount of monthly fee subject to periodic review and assessment as needs change.

• Willingness to quote “out-of-scope” projects on flat fee, or other alternative fee arrangement.

Client Benefits

• Regular access to full service law firm resources at reasonable cost.

• More cost effective, and greater value for money than full time in-house counsel.

• Receive experienced general counsel/senior executive level support at lower cost than full time junior in-house lawyer.

• Adds depth and subject matter expertise to management team at a predictable cost.

• Aligns interests of company and outside counsel – no incentive to delay or “over-lawyer” matters to generate “billable hours.”

• Improves effectiveness and value of legal services because of close relationship and familiarity with the company’s affairs.