Saul Ewing Arnstein & Lehr recognizes that clients have a need for business-savvy legal advice from a seasoned executive with in-depth expertise about the company, its industry, its products, and its challenges, but that many companies do not have the resources to hire a dedicated general counsel. Saul Ewing Arnstein & Lehr is proud to offer its Outsourced General Counsel (OGC) Service to such clients to address general, day-to-day legal counseling needs. Our OGC Service offers clients the following benefits:
- Real-time access to legal advice provided in a business context
- Cost predictability
- On-site representation at management and project team meetings
- Opportunities for discussions that would not have been initiated but for informal contact
- Enhanced turnaround time for projects through the ability to direct the attorney's priorities
How Does The OGC Service Work?
One or more Saul Ewing Arnstein & Lehr attorneys will act as outside General Counsel to your company, providing comprehensive legal services for a fixed monthly retainer. Under this arrangement, Saul Ewing Arnstein & Lehr will provide your company with any or all of the following services:
- Preparation, review and/or negotiation of:
- Employment agreements and employment documents, such as sales commission agreements and equity incentive arrangements
- Nondisclosure agreements and restrictive covenants
- Commercial agreements between the company and its vendors, suppliers or customers
- Office and other real estate leases
- General corporate and corporate governance support, including acting as Board Secretary
- Day-to-day employment law counseling and support, including general advice and review of existing employee benefits plan(s) and the employee handbook
- Patent and trademark advice and counseling
- Attendance (in person or via conference call) at key management and Board meetings
- Tax strategy and advice
- Advice on routine commercial disputes (excluding litigation)
- Coordination of legal services provided by outside counsel
The package of services can be customized to meet the client’s particular needs, with commensurate adjustments to the monthly retainer. Fee adjustments can be proposed by either the client or the firm at any time to reflect actual activity levels. Any agreed changes to the monthly retainer will be applied prospectively.
Our OGC service is provided under an alternative fee model that permits clients to budget and manage legal expenses with a higher degree of certainty. Typically this is a fixed monthly retainer that covers all services provided within the scope of the engagement. We also offer variations on the fixed monthly retainer model, such as fixed fees with risk-sharing or “cap and floor” features (e.g., partial refund payable to the client when the value of work falls below an agreed floor, and an additional, discounted fee payable when the value of work exceeds an agreed cap).
Out of Scope Work
The following matters are excluded from the OGC service: (i) mergers and acquisitions, financing, real estate acquisitions and sales, and other significant transactions; (ii) litigation matters; (iii) drafting employee benefit plans; (iv) preparation or revision of employee handbooks; (v) patent and trademark prosecution; (vi) responding to cybersecurity incidents; and (vii) any matter involving significant interaction by Saul Ewing Arnstein & Lehr with governmental entities. When such a matter is identified, we will discuss the matter with the client before commencing any work. Such matters will be billed separately on an hourly fee for service basis at standard rates unless otherwise agreed.
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