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Specialized General Counsel

A Specialized General Counsel is similar to a Company General Counsel, with one key difference: we focus on one or more assigned areas of law and business that are of particular concern or difficulty (for instance, employment law, cybersecurity, contracts, real estate, trade secrets …), often in concert with the company’s existing counsel or other advisors.

How a Specialized General Counsel works.

The General Counsel Initiative has identified five key intersections between law and business that are particularly important to address, and especially difficult to manage. We have established Specialized General Counsel teams that focus on these areas using a structured and scheduled approach. See Costs/Benefits for the details.

Employment

Our Employment Team focuses on harassment, discrimination, retaliation, FLSA, FMLA, ADA and related issues. In addition, we focus on the establishment of employment and independent contractor relationships and agreements that facilitate the retention of key employees and contractors, that dissuade post-termination competition and solicitation, and that preserve trade secrets and intellectual property.

Cybersecurity

The business world is replete with evolving, and scary, cybersecurity issues: electronic theft of confidential business information and trade secrets; data breaches involving employee and customer personal information; hacked emails that end up on the Internet; ransomware and newly-minted business shutdown attacks… These issues require two, disparate types of solutions: technical solutions designed and managed by cybersecurity (not just IT) experts; and legal solutions, involving compliance analyses, contract drafting, and risk and liability management.

We provide those solutions through a unique partnership with a renowned cybersecurity firm, and legal expertise utilizing not only our own resources, but when necessary the resources of outside attorneys who focus on discrete cybersecurity issues.

Tax planning

Our Tax Planning Team focuses on tax issues arising from the choice of business structure, business transactions (including mergers and acquisitions), and the relationship between business tax planning, ownership tax planning, succession planning, and estate planning.

Real estate

Our Real Estate Team assists clients in all phases of real estate matters, from initial feasibility analyses to final implementation, including sales, acquisitions, financing, commercial leases, zoning, subdivisions and development projects.

Business planning, operations and transactions

Our Business Planning, Operations and Transactions Team focuses on business formation and structuring, shareholder/operating agreements, buy-sell agreements, financing issues, customer/vendor/third party contracts, risk management and warranty limitations, mergers and acquisitions, Uniform Commercial Code issues, and commercial dispute litigation, management and resolution.

General Counsel Initiative Solutions

Holding on to Key Employees in a Competitive Environment


Situation

Two key employees with extremely close ties to the company’s primary customers had, years previously, signed non-competition agreements that are most likely unenforceable. This created an extremely dangerous (and previously unknown) threat to the company’s viability in the event a competitor recruited the employees and advised them of the flaws in their agreements – and the company operates in an industry where employee poaching has become a problem.

GCI Solution

Care must be taken not to alert the employees respecting their leverage, and replacement non-competes must be supported by new consideration. We recommend a vesting bonusdeferred compensation system based on company performance criteria for key employees, such as the employees in question. Programs of this type are based on objective criteria, they can sometimes be tax-advantaged, and they can successfully incentivize performance and, crucially, maximize key employee retention, especially in view of the vesting and deferred compensation aspects of the plan. In addition, a program of this type provides consideration for new employment agreements with non-competition and non-solicitation provisions that are more likely to be enforceable. While a key employee’s desire to stay with the company is always best, non-competition and non-solicitation agreements, while not perfect solutions, provide an excellent, additional line of defense. Include a provision permitting the company to disclose these provisions to any prospective employer, which will make it less likely that a prospective employer will be willing to hire an employee who is considering a position with a competitor.

General Counsel Initiative Solutions

Overcoming Land Use Issues that Prevent Business Growth


Situation

A business acquired a “split-zoned” property at a bargain price – the zoning on half the property permitted the business’ operations, but the other half did not. The business believed that it could operate on only half the property for several years and, in the interim, it could work toward a zoning change that would allow for an expansion. However, periodic status meetings with the business revealed that its growth was accelerating, and it needed to immediately determine whether it could expand its operations into the other half of its premises — if it were unable to do so, the business would either lose substantial revenue, or it would have to relocate at an exorbitant cost.

GCI Solution

Situations like these require an intimate knowledge of the township, well beyond the content of its zoning ordinances: understanding the views and protocols of the township’s supervisors, and the ability to put together a team of attorneys and consultants who have the most experience and credibility in the township, is the difference-maker. We successfully implemented a plan in which we obtained a variance allowing the client to use the entire property in the short term, and we then obtained a rezoning which allowed the client to use the entire property thereafter, subject to workable conditions designed to minimize the impact of the business on adjacent residential neighbors.