Demonstrate Value to Clients by Pitching an Outside General Counsel Role

Article by Alex Herd published by New York State Bar Association

The following article, written by Alex Herd, was published by the New York State Bar Association in Volume 45 of One On One on August 2, 2024. Available here.

Demonstrating value to prospective clients is vital to a business lawyer’s success. Your ability to articulate your skills and efficiency will help you convert not only prospects into clients, but also one-time clients to regular clients. You can accomplish this by effectively pitching the benefits of serving as Outside General Counsel (OGC): higher quality of service at a lower cost.

Many clients may be familiar with in-house or general counsel, but they may not have heard of the concept of an OGC. You can build long-standing relationships with clients by highlighting the key benefits of an OGC:

• Services tailored to their needs
• One-stop legal resource
• Cost-effectiveness

The Benefits of General Counsel, In-House or Outside

Businesses see their general counsel as their trusted first point of contact for any legal matter.

General counsel is relied on for a wide-ranging scope of services to meet the diverse legal needs of the client. Some key examples include:

• Contract Review and Drafting: OGCs can review, negotiate, and draft a variety of commercial contracts, such as vendor agreements, leases, licensing deals, and sales/ purchase contracts. Their familiarity with the client’s business allows them to ensure contractual terms align with the organization’s long-term objectives.
• Compliance and Regulatory Guidance: OGCs can advise clients on complying with relevant laws, regulations, and industry standards applicable to their operations. This may include areas like employment law, data privacy,
  or financial reporting.
• Corporate Governance: OGCs can counsel clients on matters of corporate structure, board oversight, shareholder rights, and other governance best practices. This is especially important for privately held companies and
  non-profit organizations.
• Litigation Support: While OGCs do not typically handle litigation directly, they can work closely with litigation counsel to provide strategic guidance, oversee the legal process, and ensure the client’s broader interests are represented.
• Risk Assessment and Mitigation: By deeply understanding the client’s operations, OGCs can proactively identify legal risks and collaborate with the client to implement policies, contracts, and other measures to mitigate
  those risks.

A business that hires general counsel is able to develop the attorney-client relationship over time. This allows the attorney to learn the intricacies of the business’s goals and typical legal needs and efficiently and holistically address any issues that arise for the organization.

The key is for the OGC to deeply understand the client’s operations, goals, and typical legal needs. This allows the OGC to address any legal issues that arise in a way that benefits the entire organization, not just the specific matter at hand.

Pitching Outsider General Counsel as an Alternative to In-House Counsel

Clients may be skeptical that an OGC with multiple clients can deliver the same particularized attention as a dedicated in-house counsel; however, this concern can be turned into a positive. Rather than maintaining a full-time in-house counsel, the client can leverage the OGC’s diverse knowledge and flexible model to address their legal requirements in a cost-effective manner.

While in-house counsel only deals with matters that arise in representing one client, OGCs have the benefit of experiences spanning multiple business sectors and legal domains, such as contracts, employment, intellectual property, compliance, and litigation. This broad expertise enables the OGC to efficiently represent the client without the high overhead of a dedicated in-house legal team.

OGCs also often benefit from a trusted network of attorneys and professionals they can consult with when legal issues cross into specialized areas. This will allow clients to avoid navigating a web of specialized attorneys. This can save them significant time, money, and energy compared to the piecemeal approach of working with multiple law firms and the need to identify a new attorney each time a different legal issue arises.

OGCs can save the client time, money, and resources by managing all of their legal needs in one place, within a budget tailored to the client’s business.

What Characteristics Should Outside General Counsel Have?

Trustworthiness is one of the most crucial qualities for an outside general counsel. Clients need to have complete confidence that they can bring any legal issue to the OGC and receive effective guidance towards a solution. Building this level of trust requires providing strong strategic advice and demonstrating a steadfast commitment to the client’s best interests.

Additionally, it is critical for an OGC to recognize the areas of law where their own expertise may be limited. Having a reliable network of trusted professionals, whether within the OGC’s own firm or external specialists, is essential for seeking additional guidance when needed to serve the client effectively.

Finally, the ability to address new and complex topics on a regular basis is key to succeeding as an OGC. Unlike specialized counsel who may handle similar matters repeatedly, OGCs must be prepared to tackle unique questions and challenges that their clients bring. While specialized attorneys may repeatedly draft similar contracts or motions, OGCs cannot rely on repetitive assignments. They must continuously expand their knowledge and adapt their approach to meet the diverse legal needs of their clients.

Alex Herd is the managing member of Herd Law Office LLC. He is an experienced business and non-profit attorney with a passion for helping small business owners and acting as a trusted advisor to his clients by serving as outside general counsel to many clients.

Reprinted with permission from the New York State Bar Association © 2024

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