Role of Outside Counsel to a Corporation: An Appraisal (Part 2)

By Carol L. O’Riordan

In a recent post, I discussed the role of a small firm like ours in representing a corporation that has in-house counsel who work for it. Today I will discuss how a firm operates when its client does not have in-house counsel. The scenarios are quite different, although there are some similarities.

When there is no in-house counsel, the law firm might be said to take the role of legal concierge as it functions as an “outside general counsel.” It solves unanticipated problems quickly and as needed by the client.

Business, like the rest of life, operates across all platforms, sometimes at warp speed. Business owners need to secure multi-faceted advice that is informed and timely. They need to be able to put together a team when they need one, but don’t necessarily have the skills or the time to learn what talent they need for a coordinated response. That’s where we, as outside general counsel, can help: we combine our knowledge of the company, our understanding of the legal aspects involved in its operations, and our own deep networks.

To give one example, the owner of a regional construction company received a phone call: A fire had broken out at a storage yard maintained by the company in a neighboring state. Although the blaze was contained, the fire caused construction materials to generate a lot of smoke, and fumes were released into the air. First responders (county fire and hazmat crews) sprayed the area with water, causing the release of contaminated water into the soil and, potentially, into a nearby river – and now the U.S. Coast Guard was involved. Federal and State OSHA inspectors were also called to the site. The storage yard itself was cordoned off, some responders were reporting feeling ill, and nearby businesses were complaining about the interruption and began to ask whether the yard complied with local codes. The business called us: What do they do next?

Within two hours, no fewer than seven agencies, with overlapping jurisdiction and regulations, had become involved. We were able to put our own network to work for our client. We spoke with the responders and made clear that the company took this seriously and that it would take all necessary and appropriate steps. That defused the immediate situation: no one was arrested, and no criminal citations issued. Next we contacted the company’s insurer and determined precisely what records needed to be maintained. Then we found the right layers of advisors for specialty areas, like OSHA and environmental crimes. We put together a plan that made sense for the business and addressed the concerns of all involved.

We coordinated the business’s response to all agencies. This process required written submissions, meetings with enforcement personnel at the site, and appearances before administrative judges. We handled it all, allowing the business owners to focus on the practical aspects of remediating the site and conducting the rest of their business.

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