A good general counsel is more than just a lawyer. A good general counsel is a business advisor who helps executives make well informed decisions, manage complex transactions and mitigate legal risk. Working closely with management and becoming part of the team, the general counsel builds trust and rapport to facilitate corporate transactions more easily and at less expense than a typical outside counsel arrangement. Whether it’s responding to government inquiries, diffusing sticky client situations or answering day-to-day routine questions, the general counsel enables management to proceed more quickly and confidently with their business. In addition, the general counsel watches for rules and regulations that might impact the business, providing education and training where needed.
Especially with extraordinary transactions (major customer disputes, significant litigation, investigations, acquisitions or divestitures), having a general counsel provide oversight to the team of transaction experts allows management to focus on running the business, not on running the transaction. The general counsel will provide concise routine reports and one point of contact for management and will relieve the burden of coordinating and consolidating experts, validating diligence plans against end goals, and ensuring work is being performed efficiently, all while maintaining attorney-client privilege. This will generally result in less distraction to the business and lower expert fees, positively affecting the bottom line.
Not all companies need a full-time general counsel, but all companies deserve a flexible solution to obtain the assistance they need. By combining her legal and business experience, Pamela can tailor a program to provide general counsel services on a cost-efficient basis.
Whether you’re looking for a partner to expand into a new area, replacing a vendor, or growing through acquisition, engaging a lawyer at the beginning frequently saves time, energy and money in the long run. Identifying pressure points early in your strategy can minimize cost and delay later in the process. A lawyer who is able to understand and explain the issues becomes an important weapon in your business arsenal.
When it’s time to sell your company, a good lawyer is a necessity. A well-prepared, well-organized company can typically fetch a higher sale price. Buyers often focus on the negatives of a target, in their attempt to mitigate their own risk and to put themselves in a position to drive down the price. By anticipating potential arguments, you will be better prepared in advance to answer them. Especially when your blood, sweat and tears are wrapped up in a business, it is critical to have a calm, steadying influence throughout the sale.
A well governed company is typically a more valuable company. Corporate governance helps a company avoid legal and ethical pitfalls, increase efficiencies, and mitigate risk. A company with strong internal controls (i.e., strong corporate governance) enjoys swifter decision making processes leading to faster execution of legal documents and better risk management. Corporate governance includes things such as:
• board of director, shareholder and other stakeholder relations
• board meetings, committee structure and charters
• board evaluations, diversity and structure
• risk identification and mitigation strategies, including, increasingly cybersecurity
• managing subsidiaries and corporate entity structure
• contract review standards and delegations of authority
• executive succession planning
These are areas that are easy to overlook when business pressures mount but when given the attention they deserve can help create long-term value for the company. Outsourcing is one way to maintain focus on good corporate governance.
Corporate compliance programs exist to prevent and detect criminal conduct and to promote a culture that encourages ethical conduct and compliance with the law and company policy. Starting with a code of conduct and often incorporating a whistleblower hotline, a corporate compliance program also includes policies and training on various legal and ethical topics.
One of the most important things a company can do is actively manage its contract life cycle – developing standard templates, negotiating agreements, deciding who can approve what risk and sign the agreement, and finally ensuring the signed copy and all amendments are organized and accessible to the people that need them. Negotiating contracts is a key element of every business. It’s often helpful to have a lawyer review the agreement, explain the legal jargon and strategize the path forward. Sometimes it’s useful to have a lawyer in the room for contract negotiations; other times, it’s not. With a clear contract strategy and education on the risks involved, the business team is empowered to confidently negotiate and will know when to ask for legal help.
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