Practice 03

External General Counsel.

A trusted legal partner, for the long term.

Overview

For some of its clients, the firm acts as an external general counsel, in compliance with its professional independence and without any relationship of subordination. To family-held SMEs, mid-cap businesses and entrepreneurial groups that do not wish to build an in-house legal function, it offers a trusted partner, accessible at any time, intimately familiar with the business.

The mandate is not reducible to making skills available. It establishes a continuity. The firm becomes the natural interlocutor of the director and the management functions on all matters with legal implications, from the most routine to the most significant.

Angle

Reduce legal noise,
free the director’s time.

A growing business produces law continuously. Without an in-house legal function, this flow becomes a cognitive burden. The mandate consists in absorbing this flow so that only what merits the director’s arbitration is brought to their attention.

Three types of business.

01

The family-held SME

A business held by a family or a long-standing shareholder, led by a director close to the capital, where the legal function is not destined to become a department. The firm serves as its stable partner, midway between ad hoc counsel and integrated function.

02

The patrimonial mid-cap

A mid-sized business built around a single trade, deployed across several sites or several markets. The complexity here is primarily operational. The firm articulates its presence with the existing internal functions and supports the consolidation of legal policy as the business grows.

03

The entrepreneurial group

A set of companies organised around a founder or a family, exercising several distinct trades through several entities. The complexity here is primarily structural. The firm takes charge of overall legal coherence, the articulation between entities and the coordination of local counsel by jurisdiction.

What falls within the standing mandate.

Day to day, the firm takes charge of the contractual life of the business: review and negotiation of commercial contracts, general terms and contractual policies, relations with clients, suppliers and partners, leases and authorisations, protection of intangible assets, and the early resolution of disputes.

It ensures the company’s corporate administration: corporate bodies, approval and filing of accounts, shareholders’ agreements and intra-group agreements, routine capital transactions, delegations of authority and simple internal restructurings.

Lastly, it coordinates the whole: interface with specialist counsel, oversight of local counsel abroad, arbitration of sensitive matters, preparation of corporate decisions, legal documentation and traceability, and monitoring tailored to the business.

How the mandate
takes shape.

Framework

A mandate agreement

The framework is defined in writing, in an agreement that specifies the scope covered, the authorised interlocutors, the availability arrangements, the conditions for instruction and the fixed-fee remuneration. The mandate is concluded without time limit and may be reviewed periodically.

Cadence

A regular meeting

The mandate rests on a monthly or bi-monthly meeting with the director, as well as responsive availability for urgent matters. The cadence follows the rhythm of the business.

Scope

An open field, clear boundaries

The mandate covers the ordinary legal life of the business. Exceptional matters (capital transactions, sensitive files, proceedings) are subject to specific instructions, which the firm may take on or refer to specialist confrères.

Fees

An annual fixed fee

Remuneration takes the form of a fixed fee, adjusted each year according to actual volume and the intensity of the relationship. This fee structure frees the director from the question of time spent and underpins a calm, long-term relationship.

Access

Know a business over the long term.
Accompany it through the years.

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