General Counsel Services

Outside General Counsel As Your On-Call Partner

We provide affordable Outside General Counsel services to business. These services offer small and mid-size businesses the opportunity to have an attorney on-call. Large corporations have in-house attorneys to satisfy the business’ day-to-day needs for legal support. Our outsourced general counsel offering is a flat monthly fee service that allows a company to meet the same needs, but at a predictable and affordable cost.  The service provides comprehensive legal support to the company’s owners, board of directors, executive management, sales, human resources, finance, and operations personnel.

With a monthly agreement for legal services, clients can have an attorney on call at any time they need a question answered. More importantly, Attorney Burwell provides regular counseling and updates on legal issues where the owner(s) or CEO might not know they are exposed to legal liability. Issues that might be addressed during the scope of an Outside General Counsel arrangement vary, but can include:


EMPLOYMENT

  • Employment practices audits, including hiring and firing procedures, workplace training, draft or revise employee handbooks, and consideration of potential liability issues which arise from improper practices in these areas

  • Review of potential liability issues related to electronic documents, and draft or revise electronic destruction policies to protect the organization prior to any lawsuit

  • Talent management, including recruitment and negotiations, on-boarding, performance evaluations, discipline and terminations

  • Conducting internal investigations when unethical or illegal behavior has been alleged


BUSINESS GOVERNANCE

  • Weekly updates on case law, statutes, regulations, and relevant legal obligations that affect your business

  • Attendance at regular executive management meetings to identify corporate issues requiring legal attention

  • Corporate regulatory issues, including the required corporate minutes, review of operations for exposure to liability, serving as a corporate secretary to ensure good corporate governance and compliance with all legal and internal operating protocols

  • Review of existing contracts focusing on liability exposure, contracting parties’ relative positions, standard terms & conditions, and how to leverage all of it in negotiations and to create any potential defenses

  • Negotiation of contracts with vendors and clients, commercial leases, distribution and agency agreements, and annotation of such documents so client understands their rights and obligations under the contracts.

  • Issues arising from the purchase or sale of stock in a business or partnership interests

  • Review of intellectual property issues, including protection of company’s own copyright, trademark and trade secrets, and potential infringement of others’ rights in these areas


INTERNATIONAL BUSINESS

  • Compliance review of all cross-border regulations on products being shipped internationally, materials and goods being imported, and multinational contracts.

    • Detailed discussion of duties, tariffs, and methods of reducing costs from those obligations whether by exclusion requests or use of foreign-trade zones, bonded warehouses, etc.

    • Review jurisdiction and classification for export controls, whether ITAR or EAR

  • U.S.-based litigation and arbitration relating to cross-border relationships and agreements

    • Focus on defenses based on lack of jurisdiction, improper venue, and forum non conveniens

    • Review significance of foreign parties and witnesses

  • Answer or request subpoenas for documents and depositions international in nature

  • Enforcement (or defense) of foreign judgments or arbitration awards

  • Training for key persons on most Customs issues


GOVERNMENT CONTRACTING

  • Prepare bid solicitation to secure contract with Federal agencies

    • Monitor award sites and prepare recommendations for relevant business clients

  • Review business operations to make sure that client can remain compliant with Federal Acquisition Regulations [1]


LITIGATION

  • Representation in standard litigation matters [2]

  • Collection of debts from clients and settlement of disputes with clients, vendors, employees and others

  • Litigation matters for clients in administrative hearings, state and federal courts, in mediation conferences and at arbitration hearings

    • Breach of vendor or client contracts, equipment and commercial lease agreements, distributorship agreements, agent agreements

    • Dissolution of business agreements/ partnerships

    • Breach of fiduciary duty

    • Wrongful termination

    • Breach of employer-drafted agreements, including Noncompete, Nondisclosure, Confidentiality, Employment or Independent Contractor Agreements, Severance Agreements

    • Violation of intellectual property rights


[1] Government contract policy drafting and implementation is available, but outside of the scope of the Outside General Counsel services. This service is unique and one-time for the client.

[2] Most clients utilize traditional law firm counsel for their litigation, large M&A and financing transactions, SEC filings, and other highly specialized work. We do not generally replace law firm counsel. Matters not included within the flat fee arrangement are non-routine matters, such as major strategic transactions or disputes that cannot be resolved prior to litigation. For example, non-routine equity or debt financing transactions, mergers and acquisitions, lawsuits, and arbitration or administrative proceedings are typically not included in the service (except for management of litigation counsel and ongoing general advice of a nature that an inside general counsel would provide to management).

 

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