The "Outside General Counsel" Program

---

The Outside General Counsel ("OGC") Program brings a proactive legal perspective to the management teams of growing businesses and non-profits on a predictable, cost-effective basis.

Clients often hesitate to contact their attorneys before taking an action that may have legal consequences, often because they dread the hourly cost of including the lawyer in consideration of a lawsuit that might never be filed or a transaction that may not occur.  The OGC program incentivizes clients to bring a legal perspective to the table early, without concerns about cost.  The OGC program includes, as part of the monthly fee, consultation with management in these “pre-legal” matters, as well as everyday legal housekeeping, so that your organization can develop strategies and make decisions in light of the legal issues as well as the business issues that effect—and result from—any action. 

OGC services are provided on a monthly flat-fee retainer basis. That fee is mutually agreed upon after an assessment of the complexity of the client’s business and the amount of resources likely to be devoted to the representation.

As your organization’s Outside General Counsel (OGC), Stranger Creek Advisors will provide the same legal services and management support as a regular in-house attorney would normally provide, but on a fractional basis.  These services are always tailored to the client’s needs, but generally include the following: 

1. Advice on formation, administration, and governance matters for limited liability companies, partnerships, and corporations, and on non-public securities matters. This includes preparation of routine annual consents, filing of annual reports, and serving as your registered agent for entities registered in Kansas.
2. Legal review of existing material commercial contracts and advice on negotiating and pre-execution review of new commercial contracts.
3. An initial audit of, and modifications (if necessary) to your forms, bid sheets, contracts, marketing materials, and the other standardized communications used in your business.
4. Review of your employee policies and handbooks, and general employment law counselling.
5. General regulatory research and advice, as needed.
6. Real estate representation (leases, licenses, and easements affecting your business real estate).
7. General advice on confidentiality issues, trade secret protection, trademarks, and copyright matters.
8. Assessment of threatened litigation and strategic advice on potential commercial, employment and transactional disputes, as needed.

When the need for specialized legal services arises, such as major transactions or other services that even an in-house lawyer would seek outside legal help with, the OGC program provides additional benefits. OGC clients receive preferential rates that are at least 10% lower than standard hourly rates.  

And perhaps there is a more important benefit that cannot necessarily be quantified:  When a new project outside the scope of the OGC program arises, our firm already knows the client’s business.  Clients will not face the delays and expense associated with getting a new attorney familiar with the legal issues and the business context in which they must be addressed.  Also, OGC clients know that the firm values the whole client relationship, and will approach additional services with that relationship in mind instead of seeking to generate fees on a “one-and-done” project.

Stranger Creek Advisors is a business and real estate transaction firm.  There are certain matters that

we are not the best-suited to handle efficiently, such as litigation and regulatory proceedings, patent work, debtor representation in bankruptcy, public securities matters, and local counsel services in states in which we do not have licensed attorneys.  When these matters arise, we can assist our OGC clients in placing these matters with qualified attorneys through our network.  As part of our OGC services, we will remain involved in matters referred to other firms to ensure they are handled efficiently, by organizing the matters for referral, assisting the referred counsel in understanding the client and business context, and reviewing legal strategies and billings to make sure the referred matter is handled efficiently.