General Counsel Legal Services

Whether under the innovative Virtual General Counsel model or a more traditional pricing concept, the Business Law Group does and can provide all or some of the corporate counsel services below as may be required by the client.

1. Manage the Company's Corporate Affairs: Board of Directors Minute Book, Corporate Records, Subsidiary Records, State Qualifications Corporate records need to be timely drafted and kept in a readily-accessible location. Lack of proper corporate records is a common way for a plaintiff to try to "pierce the corporate veil" by claiming the corporation structure is a sham, and seek liability of the shareholders directly.

2. Partner with the sales organization and business development functions regarding the review, structure, negotiation and drafting of revenue-generating Agreements and transactions. An effective business counsel needs to possess much more than just the legal skills to be able to draft the appropriate documents. Business experience and acumen is mandatory. Being at the negotiating table structuring the deal based on strong business and legal experience and skills should not be a unfamiliar setting nor unusual activity for counsel. Having a key business and legal resource for the sales organization to draw upon always provides a significant contribution to the company in the revenue attainment area.

3. Adjunct member of the executive management team for all investment, corporate development and significant strategic transactions; structure transactions, manage negotiations, provide legal counsel, draft transaction documents, close transaction and manage compliance afterwards as may be required and directed. The comments to Paragraph 2 above are in many ways even more relevant here. Strategic and corporate transactions (joint ventures, equity investments, strategic alliances and acquisitions) are very important ways to accelerate the growth and quickly reach new markets. Dependent upon the nature of the deals, counsel will have a significant role in sourcing, qualifying, negotiating, drafting and closing these types of transactions.

4. Review, structure, negotiate and draft commercial real estate transactions. Commercial real estate leases and building/property purchase agreements are a normal part of corporate life, arise on a regular basis and require legal involvement to review the transaction structure and terms and participate in negotiating the deal. Requirements for language interpretation and issue resolution frequently come up regarding existing leases.

5. Review, structure, negotiate and draft commercial banking transactions. Commercial banking transactions, such as term loans, revolving lines of credit and receivables financing are notorious for the "pounds of paper" they can generate as part of the closing process, but more importantly these documents contain significant terms, conditions, representations, warranties and covenants which if not carefully reviewed for accord with the company's requirements prior to signature, can cause nasty surprises at the most inopportune times. Contrary to popular belief, the structure and terms of banking transactions are reasonably negotiable.

6. Review, re-draft as required, and supplement all "standard" form of contracts utilized by the company. A commercial enterprise needs to have its own set of starting point agreements; otherwise it is always dealing from the standpoint of the other party's documents which will be drafted in favor of the other party. A company should implement a review of what it has, and then modify and supplement as needed on an annual basis. Having a suite of appropriate, current, reasonable and well-drafted documents substantially reduces the time and resources required to close any deal.

7. Support all legal aspects of the Human Resources function: hiring and termination procedures, compliance with federal and state law, and provide the primary legal support for human resources personnel. Customarily, the Human Resources support responsibilities are partitioned as follows: medical benefits, 401k plans, payroll and wage and salary policy are all primarily financial in nature and are either directly managed or supported by Finance. Hiring policy and procedures, termination policy and procedures, employee dispute resolution, agency complaint resolution (EEOC and CHRO), stock option programs, sales commission/bonus plans and employee confidentiality, non-compete and invention agreements are all primarily legal in nature and should be handled or supported by counsel.

8. Structure, implement and manage the company's equity transactions, stock option programs and stock ownership or other equity ownership affairs. Third party equity transactions are typically some of the most important transactions a company will enter into, and quite often can be some of the most highly-negotiated and complicated transactions due to the important "ownership and control of the company" subject matter. Whether with a new third party, employees, directors or current investors, these transactions require the detailed subject matter knowledge of an experienced corporate counsel to take the lead on the internal transaction discussions, negotiations with the investor and its counsel and the drafting of all transaction documents and filings.

9. Manage all litigation and dispute resolution activities. Disputes will arise from time to time in the ordinary course of business with suppliers, partners, customers, employees as well as complaints filed with government agencies such as the EEOC, and they need to be resolved quickly and properly with sound business and legal judgment before they blossom into expensive and disruptive litigation. Counsel, prior to a dispute reaching litigation, needs to be the point of resolution once the issue goes beyond the capability of the relevant manager to handle or, depending upon the economic value of the dispute, may be the initial point of contact.

10. Provide review of Requests For Proposals ("RFP") and RFP proposal responses. RFPs and poorly drafted RFP responses can be a trap for the unwary as many issuers of RFPs have the vendor response as well as the RFP itself incorporated into the final contract by reference. Counsel should not have to review each and every document in this area; however, the employees responsible for proposals can be trained to spot the traps and issues, and to seek legal assistance in those areas as needed. To the extent that RFPs contain legal terms or requirements beyond what is customary or standard, such terms as well as the company's response to such terms in the proposal should have counsel review.

11. Manage all intellectual property activities of the company including patents, trademarks, copyright policy, and the protection of proprietary and confidential information. All companies will have some level of intellectual property to utilize and protect whether it is confidential information, know-how, trademarks, trade secrets, tangible technology, or inventions. While a patent attorney handles the actual drafting, filing and prosecution of a patent and in some cases trademark claims, there remains a significant amount of counsel responsibility in the following areas: (i) licensing issues regarding tangible and intangible technology; (ii) ensuring that ownership of consultant and employee work product is retained by the company via appropriate agreements, and the rights of the company are protected in any joint development relationships with other entities; (iii) education and process control regarding the use and protection of proprietary and confidential information; and (iv) counseling on the offensive and defensive use of the company's intellectual property.

12. Review, structure, negotiate and draft all information technology transactions. The negotiation of the license and related agreements with regard to the acquisition, customization and implementation of any enterprise system is vastly important not only in terms of the initial cost, but more importantly for the avoidance of the cost of lost time and disruption to the entire company if the roles, responsibilities, milestones and deliverables of the vendor are not clearly defined and as a result a dispute arises.

13. Manage the Company's Risk Management Programs. Each company needs to have the appropriate type and level of insurance coverage (general liability, errors and omissions, property, business interruption, worker's comp and automobile) in place for its particular business activities. While the majority of the administrative activities associated with these types of insurance coverage are handled by the outside insurance broker, the issues that arise during the year as well as in the annual review of the policy coverage will require from time to time the input and advice from counsel. Insurance issues and concepts are purely legal and feed into the terms of the company's contracts and agreements. Too much coverage means wasted dollars and too little puts the company at risk.