By Andrew W. Sohn, Esq.
Your Business Situation
Your company is GROWING. Revenue looks good, sometimes even great. Business is turning a profit and it doesn’t look like it’ll stop anytime soon. There is tremendous promise for your company’s future. You are now greatly outnumbered by your employees, customer relationships continue to multiply, and with all this good news comes even greater responsibility (and likely, stress). There are more personalities, transactions, and relationships to consider on a day-to-day basis. Simply, your business has grown and now there is more at stake than ever before. Furthermore, now there are serious legal risk management considerations that must be addressed and planned for or else you and/or the decision-makers of your company risk the potential detrimental ramifications that come with a mismanaged, legally noncompliant company.
At this point, having General Counsel (GC) (i.e. attorney), is not only recommended, but required to oversee all of your company’s legal needs. The real question is not IF you need legal counsel, but whether or not it makes financial sense to either hire someone full-time (“in-house”) or hire a Fractional GC on an as-needed basis. In other words, do your business legal needs justify paying a full-time salary with benefits to an attorney whose only client is your company, OR maybe building a long-term trust relationship with outside GC makes more sense in your situation.
What is General Counsel and Does my Company Really Need One?
General Counsel (GC), fractional or in-house, are attorney(s) that would oversee the general legal matters of your company. This means that although there are business-related areas of expertise that the GC will have experience and knowledge in (such as Corporations/ Business Entities, Intellectual Property (IP), Real Estate, Contracts, etc.), the business may require knowledge in specialized areas of law where the GC works with outside specialists (such as Employment, Immigration, Consumer, Litigation, etc.). At that point, the GC would assist the company in selecting the appropriate outside legal specialists. Thereafter, the GC can manage their work and even act as a liaison that fully understands the intricacies of and represents the best interests of the company. GC’s would also be able to audit legal bills or work collaboratively with the specialized law specialists (firm) in order to ensure that the lawsuit or legal matter is being addressed properly without any of the company’s executives needing to be intimately involved throughout the process.
Sometimes the most pressing reason WHY a company needs a GC is that the executives of the company (COO, CFO, CEO, etc.) are spending more time on legal compliance and legal risk management, than they are in actually growing and running the business itself. They endure sleepless nights wondering whether or not they’ve missed some detail that could lead to a lawsuit being served on their business the following morning. Although in California’s litigious climate, there are no guarantees for being “100% lawsuit proof,” GC’s can and do provide the peace of mind of knowing that even if the company is sued with a frivolous ADA claim (real example) or served with a ridiculous demand letter asking for $1,000,000.00 in damages, that their GC will be the perfect gate-keeper to independently resolve and manage all legal issues with or without the assistance of outside specialists; leaving the executives of the company removed from harrowing LEGAL issues and focused on running a healthy BUSINESS.
Practical Examples
GC’s are also responsible for the rigorous review, implementation, and if necessary, changes for your company’s existing practices, procedures, and documents based on the need for legal compliance.
For example, here at the Avodah Law Group, a PLC, on-top of providing Fractional GC services for our numerous business clients, we also provide a comprehensive legal audit for our business clients whereby we will identify whether or not the companies have all the necessary documents and/or protections in place for preventative measures. Here are only a few examples of such document/protections:
- Partnership or Shareholder Agreements
- Lease Agreement
- Employment (or Contractor) Agreements
- Vendor Terms & Conditions
- Corporate Documents (minutes, waivers, etc.)
Conclusion
It’s a tremendous accomplishment that your company has been successful enough to have grown to a point whereby you are even considering the need for a GC (fractional or in-house). If you have navigated the legal waters yourself up to this point, but your family is tired of you staying up late, wondering if you did it correctly, isn’t it time now to delegate some of that responsibility to those experienced, trained, and capable of managing those legal areas of your business? There is too much at stake now, don’t assume the risk.
As a Partner at the Avodah Law Group, Andrew W. Sohn, Esq. advises, represents, and provides legal counsel to small to medium sized businesses across a variety of industries. His firm is dedicated to serving as outside general counsel for business owners across the globe (see his extended bio here).