Interaction Between In-house and Outside Counsel:

Adding Value to the Attorney-Client Relationship

Presented by

Ann K. Moceyunas

Add Value

1. Define the Role of Outside Counsel

2. Think Like the Client

3. Think Like a Lawyer

4. Provide Process and Structure

Pop Quiz 1You provide legal services to close sale of a business. When does your legal responsibility finish?

1) When the closing binder is complete (usually within 60 days).

2) When the last event occurs that would release the escrowed funds post-closing (usually 1 year).

3) When the UCC filing deadline for renewal of the security interest expires (5 years).

4) When the client pays the bill in full.

Define Your Role

1. Define the Role of Outside Counsel1. Engagement Letter

2. Project Scope of Work

3. * Conflict of Interest (eg. the CEO)

Define Your Role.

• Define at the Outset and over time.

• Define lines of communication.– Designate primary Legal Contact– Regular updates on status– Others who can send directly

Define Your Role.

• Define at the Outset and over time.

• Define lines of communication.

• Know Your Limits.– * Be the resource for finding the experts.– Oversee the engagements.

Define Your Role.

• Define at the Outset and over time.

• Define lines of communication.

• Know your limits.

• Be available as the “Temp”.– * Learn enough; establish connections.– Transfer Call (day before).

Think Like the Client

1. Agree on Rules for Setting Priorities1. Protect life and limb.

2. Stay out of jail.

3. Generate profitable revenue.

4. Enhance the value of assets.

5. Prepare for the exit.

Think Like the Client

1. Agree on Rules for Setting Priorities

2. Learn the Client’s Business1. Get the sales pitch

2. Y-in

3. Get the Org chart.

Think Like the Client

1. Agree on Rules for Setting Priorities

2. Learn the Client’s Business

3. Align your Services to Business Metrics

1. E.g. fees and expenses to budget

2. Regular reports.

3. Benchmarks: www.serengetilaw.com

Think Like the Client1. Agree on Rules for Setting Priorities

2. Learn the Client’s Business

3. Align your Services to Business Metrics

4. Respect the Client’s Business Rhythms.1. Sales cycle

2. Holidays and “Team Meetings”

Think Like the Client

Think Like a Lawyer.

1. Ask questions; respect teachable moments.

1. Discuss first.

2. Explain your reasons (without being pedantic).

Pop Quiz 2The other side on a conference call does not have their legal counsel on the call. Your BEST step?

1. Assume the other side has waived their right to have their lawyer present and proceed with the call.

2. Tell the parties you will stay on the line but not say anything.

3. Tell the parties you can participate when their lawyer can be on the call and either wait or hang up.

Think Like a Lawyer.

1. Ask questions; respect teachable moments.

2. * Ask about the other side’s lawyer.

Think Like a Lawyer.

1. Ask questions; respect teachable moments.

2. Ask about the other side’s lawyer.

3. Establish your role in negotiations.1. Good cop or bad cop

2. Driver or passenger

Provide process & structure.

• Improve quality by establishing standards.– Contract Standards – matrix– Contract Templates

Provide process & structure.

• Improve quality by establishing standards.

• Improve delivery of legal services by establishing process.

• Contract Request Form and SOP• Tools: www.basecamphq.com • Delegation of Authority• Deal Cover Sheet

Provide process & structure.

• Improve quality by establishing standards.

• Improve delivery of legal services by establishing process.

• Incorporate education and training into the Process.– Sample: “The Contract Challenge”

Resources

• Copy of Paper and slides: http://www.linkedin.com, under “Ann Moceyunas”