Why should my company “outsource” a general counsel?

This month’s legal opinion is provided by Tripp Scott's Director Matthew Zifrony.

Bill Davell: What is the role of a general counsel and why
does my company need one?

Matthew Zifrony: You could think of a general counsel in the same way you view your primary care physician: she or he has responsibility for and oversees all aspects of your company’s or organization’s legal health. That means not only ensuring ongoing compliance with the many, often complex laws and regulations affecting businesses overall – reporting and registrations, licensing and record retention, governance, taxation and finance, all aspects of HR, zoning, consumer protection, contractual relationships with business partners and customers, and so on – but also those directly pertaining to your industry or segment. The general counsel also oversees specialized counsel engaged to address specific legal needs such as litigation and transactions – and some are even tasked with managing ESG – Environmental, Social and Governance - policies, business ethics, and in particular, a wide range of risks potentially facing the business. It’s a far-reaching brief, and because of the expanding influence of ever-changing laws on business complexity, general counsels need to be “more than just lawyers,” increasingly called upon to serve as senior advisors to management and business strategists.

Bill Davell: Then why should my company consider an external general counsel?

Matthew Zifrony: Very simply, many small and even mid-sized businesses cannot afford a fulltime counsel with the acumen, experience and expertise the role requires today, and in fact, it’s often more cost-effective and efficient to “buy a piece” of a highly skilled attorney with a track record of success in supporting businesses like yours. Moreover, an external general counsel with a full-service firm like Tripp Scott can draw on specialized expertise from across our corps of talented attorneys to supplement members of our organization assigned to your account. And as your business grows, an external counsel can help you develop, organize and
staff an internal legal function and manage the transition.

Bill Davell: What qualities and expertise should my organization be looking for in an external counsel?

Matthew Zifrony: Clearly, the firm must have the demonstrated capability to identify and manage legal needs and neutralize weaknesses, threats and risks. That doesn’t mean fearing risk, by the way – you wouldn’t even be in business with that attitude. Your attorney’s role is not to tell you what to do – or as all too many law firms want to do to protect themselves even more than you, tell you what you can’t do. But rather, help identify, quantify and weigh the potential impact of risks, and then present reasonable options with the opportunities or liabilities associated with each. It’s also about demonstrating the 360-degree vision and innovative spirit, but to think like an entrepreneur and owner – understanding your business and helping capitalize on strengths and opportunities. Business owners like you find success by finding smart new ways to get things done. Your counsel must share that knack for seeing beyond obstacles to find creative solutions.

Bill Davell: How do we set up an external general counsel relationship? Does it involve a retainer?

Matthew Zifrony: The obvious place to start is to work with firms like Tripp Scott that have been there and done that: those with a specific practice area devoted to General Counsel Services with a track record of successful representation in that role. One advantage of having that track record is that firms like ours also have experience not only structuring but also staffing such a relationship for a wide range of businesses across industries. General counsel practitioners know how to listen closely to your needs and how you operate, and then carefully draw up a contract and arrangement that allows for ongoing
focus on and commitment to your business along with the flexibility to ensure all your legal needs, both known and unanticipated, are covered. That relationship usually does involve a base retainer, along with a flex approach that anticipates specialized and high-volume legal services relating to your business or industry, for example, to deal with over-and-above business transactions, or crises and litigation.

And in Tripp Scott’s case, it also involves a quality that can’t be quantified: a demonstrated, all-in commitment to your success.