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Services

Company General Counsel

In a Company General Counsel engagement, we commit to be your legal eyes and ears, to be there as risks, issues, and opportunities emerge, to provide real-time advice that informs solid decision-making, and to provide real-world solutions as, or even before, they are needed.

How a Company General Counsel works.

Think of a Company General Counsel as a primary care physician for your business – we prevent and diagnose problems, we help your business thrive, we coordinate the specialized services you require, and we provide one point of contact who can tell you what you need to know, when you need to know it.

A single point of contact who knows your business.

We assign an experienced business attorney to serve as your ongoing, one-stop point of contact – your General Counsel.

The General Counsel’s first task is to acquire a deep understanding of your business. Based on that knowledge the General Counsel will, at the start and on an ongoing basis, recognize both the obvious and the latent legal concerns that need to be addressed, engage and coordinate specialized expertise as issues and opportunities arise, serve as the hub of a wheel to facilitate efficiencies, distill the information you need, and work with you to strategically address the present and plan for the future— all on a structured, scheduled basis. See Costs/Benefits for the details.

A multidisciplinary capability.

Businesses often need services in varying areas of law (like patients need services in different areas of medicine) – transactions, employment, real estate, contracts, tax, estate / succession planning, intellectual property, business structures, and so on. A Company General Counsel will make the legal diagnoses and arrange for the required services. In doing so, the Company General Counsel may draw not only on Wisler Pearlstine’s multidisciplinary resources, but also on the expertise of our network of outside professionals (both attorneys and consultants) that we utilize on an on-demand basis.

Ensuring coordination and consistency.

One of the most troublesome aspects of medicine arises when different medical specialists, working independently, wastefully overlap and duplicate one another and, sometimes, prescribe contradictory – perhaps dangerously contradictory – courses of treatment. The same thing happens in the practice of law. We serve as the hub of that wheel, keeping tabs on who is doing what, mandating efficiencies and timeliness, and making certain that the left hand always knows what the right hand is doing.

Facilitating informed decisions.

Business success is built on making decisions based on a savvy analysis of pertinent information. A Company General Counsel, unlike an attorney engaged to handle a specific issue or area of law, understands the ‘big picture” and continually assembles, filters, and assesses the required information from the law’s perspective. Just as important, having an ongoing, on-call relationship with a Company General Counsel means that a business does not have to commission an effort to assemble this know-how — it’s right there, all the time, as and when needed.

It is easier to blow out a match than to put out a forest fire.

Choose your cliché; they’re all true. Prevention is much less expensive and much more effective than cure. Opportunities knock once – and you need to be able to recognize them and act on them before they disappear. Molehills need to be spotted and addressed before they become mountains. Often, an attorney is not engaged until things have gone off the rails and it’s time to clean up the mess. A Company General Counsel is there to take action when the chance to prevent a disaster arises, when an opportunity is presented and requires a strategic response, and when a small issue shows signs of becoming a big issue.

FEE STRUCTURES THAT FACILITATE A TRUE GENERAL COUNSEL RELATIONSHIP

We understand the need for businesses to operate pursuant to budgets. Whenever feasible, we provide an up-front fee quotation. We base our charges on value, not just time. See Costs/Benefits for additional details.

General Counsel Initiative Solutions

The “What Do I Do About the Kids?” Conundrum

Situation

A business owner has three children, two of whom are involved in the business and one who is not. The owner does not believe the two interested children are ready to have a management role in the business, but wishes to provide the two interested children with the ability to become full partners in the business in the future. The owner is also concerned with making sure his children are all treated equally under his estate.

Solution

Small and midsize business owners often confront the intersections between succession planning and estate planning. We recommend that the owner recapitalize the stock of the business with voting and non-voting shares, and that the owner then begin a tax-advantaged plan of gifting the non-voting shares to the all of the children, with the option for the interested children to buy into the voting shares after a certain amount of time. The owner would also acquire life insurance and/or utilize beneficiary designations to equalize the value being passed to the uninterested child. A plan of this type will allow the children who are interested in the business to assume ownership and control in a structured way, while treating the child who is not interested in the business fairly and equally.

General Counsel Initiative Solutions

Fixing the Cracks: Maximizing the Business’ Value Before You Try to Sell It

Situation

During the initial assessment of a GCI client, we discover that the owners of the business hope to sell in the short-term, but have failed to maintain corporate formalities and an appropriate accounting system, and they have failed to adequately protect the business’ intellectual property. These deficiencies will likely be discovered in due diligence performed in connection with any potential sale and may kill the deal or result in a substantial reduction in purchase price.

Solution

There are various strategies we utilize in these situation, such as:

  • “Clean up” resolutions to comply with necessary corporate formalities;
  • Confidentiality and non-use/non-disclosure agreements with key employees;
  • Implementation of business practices that conform with trade secrets legislation (which provides an array of preventive and remedial measures to protect a business’ key technical, sales and other information);
  • Engagement of accounting consultants(and, when necessary, forensic accountants) with whom we frequently work to reconstruct accounting records to conform with the strictures business buyers most often require;
  • Engagement of intellectual property counsel with whom we frequently work to implement applicable copyright, trademark and patent protections;
  • Performing a “due diligence” analysis as would an interested buyer to maximize the likelihood that a prospective buyer’s primary concerns will be satisfied;
  • Engagement of a sell-side merger firm or business broker with which we frequently work to design a viable sale strategy.