IN-HOUSE COUNSEL AND CFO SUPPORT SERVICES PRACTICE GROUP

 

Creating an In-House Counsel and CFO Support Services Practice Group was not a part of our initial firm strategy. However, we realized by happenstance that our theory of treating our clients like our partners made it very logical for our clients to think of us like an extension of their company and, perforce, as their in-house counsel even though (of course) we are not in fact in-house with our clients.

In the foregoing regard, we came to the realization that many of our clients suffer what is sometimes called "time-poverty." Time poverty often occurs when an extremely successful person -- or an extremely successful business organization -- is moving forward with extremely rapid growth. In this situation, these parties oftentimes become victims of their own success and end up being forced to cast aside many tasks which on their face are mundane, but which over time, cause increased risk to the business. Some examples include:

  • Policies and procedures for appointment of directors and officers, and analysis of the liabilities and risks of such appointments
  • Observance of corporate formalities for entities formed for transactions
  • Compliance with internal operational requirements (including tax and ERISA requirements)
  • Compliance with investor or fund requirements
  • For non-U.S. jurisdictions, investigation of "permanent establishment," organizational, operational and regulatory requirements

Many of these matters (most of which are compliance-related and seem "annoying" or "trivial" by nature), if not attended to for long enough, can cause a host of problems. Sometimes the matters seem simple and, indeed, are simple, for a single matter, but become a huge organizational challenge if there are hundreds of matters or multiple employees of the client and/or third parties that have to be involved in implementation.

In many companies these services and tasks are effectively "dumped" on the general counsel (if there is one) or the chief financial officer, yet this same general counsel or chief financial officer has as his or her "main job" the running of high-profile deals or litigation matters. And the foregoing "chaff" sits and sits and sits, with the situation becoming more necessary for handling every day.

Even if these tasks are properly handled on a one-off basis, the situation still becomes dire if there is no single person to put together centralized policies and procedures for the handling of these matters by future parties. Imagine, for example, a fast-growing business with five outside law firms each reporting to different personnel at the client and each setting up single purpose vehicles for the same company's business but on different forms with different directors and officers.

Outside law firms, especially major law firms, are usually completely not up to the task of handling this sort of work. Why is that, you might ask? The answer is that it is a job that no one wants to do! There is no glory in it and it does not play to the strengths of the major firms; namely, the handling of major transactions. Plus, of course, major law firms are simply too expensive for tasks of this ilk.

Accordingly, we concluded that only a law firm that truly partners with its clients would be a logical choice to not only take on tasks of this nature but to treat them extremely seriously and with the care they deserve. Consistent with our view that our clients are our partners and our really important role is to look out for them, we instinctively think about how to assist our clients in getting these sorts of matters under control.

Some of the numerous mundane -- but important -- matters that our In-House Counsel and CFO Support Services Practice Group help our clients with include:

  • Overall business structure
  • Corporate formalities
  • Corporate compliance
  • Establishment of foreign offices
  • Director and officer management
  • Guarantees and credit parties
  • Employment agreements and employment matters
  • Filing procedures
  • Incentive plans
  • Litigation practices
  • Securities registry and tracking
  • Selection of 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
  • Obtaining liquor licenses and other government licenses and approvals
  • Tax, ERISA and similar matters
  • Review of intellectual property policies and protections

Now, finally, we have developed and formalized a specific practice area pursuant to which clients, whether or not they have in-house legal staff, can use our services to look out for their compliance, structuring, and other issues.


 


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