Chief Counsel: In-House Legal Department with Outside Counsel Litigation

  TORTI FLANAGAN clients often refer to us as their in-house legal department. They have also designated our partners as their Chief Counsel. This is based on years of experience with these clients and our experience in their industries: software, apps development, software services and maintenance, manufacturing, services, staffing, advertising, and digital marketing.

 Chief Counsel

 TORTI FLANAGAN clients have also designated our partners as their Chief Counsel. The Chief Counsel function is a trusted advisor role where one person has an in-depth understanding of a companies business and each of the organizations within the company: sales, marketing, business development, operations, human resources, product and software, development, services, maintenance or production. We are a relationship driven practice and not a transaction oriented practice.

In-House Legal Department

TORTI FLANAGAN functions as an in-house legal department by supporting each department. We provide advice and counsel to all levels of management, we negotiation deals and contracts and prepare all documents required by our clients in a readable, time sensitive manner. We try to speak in the business language used by our clients and avoid legalese. In a typical day, we have prepared Board Resolutions, prepared a Stock Option Plan and Agreement, negotiated and prepared an Executive Employment Contract for a VP, modified and finalized a Master Service Agreement and Statement of Work and advised HR on a difficult employee issue.

Outside Counsel Litigation

 We encourage our clients to avoid litigation where possible. We prefer that they avoid the cost, uncertainty and disruption to their business that litigation entails. However, sometimes an opponent leaves you with no alternative but to litigate zealously. The advantage we have is that since we function very closely with out clients, we understand their business and their industry and know how to best to support the litigation internally. Our extensive experience in complex commercial litigation involving all parts of a client’s organization. We have been involved in corporate litigation involving shareholders, minority shareholders, partnership disputes, founder disputes, breach of fiduciary duty litigation, breach of contract,  disputes over employment contracts, commissions agreements, trade secret litigation, trademark disputes, domain name disputes, copyright litigation, violation of noncompetes, violation of nonsolicitations, unfair and deceptive trade acts and practices, unfair competition, defense of injunctions in patent litigation, actions for fraud, wage disputes, and employment discrimination actions.

Startups and Emerging Businesses

Startups and emerging companies have a unique set of issues from those of established businesses. Matters of corporate law: the type of legal entity to form, corporation versus Limited Liability Company; employment law: employee versus independent contractor and the advantages and disadvantages of each; raising money and financing: how will the new company fund operations and growth, are angel investors, venture capital or other types of financing being considered. Founders need to come to terms with each other on matters concerning, investment of time and money, assignment of intellectual property into the new venture, will each founder have stock up front or will it be vested over time, will it be granted but restricted whereby the restrictions lapse over time; a proper capitalization strategy should be put in place up front to avoid surprises of dilution from outside investors whether that have rights under venture capital financing agreements or convertible promissory notes. The company should discuss the allocation of a percentage of equity for future grants to key employees and independent contractors.  The new company should discuss the issue of rewarding key contributors with a hybrid of cash compensation and stock for services. Will the company set up a stock option plan and how will that impact existing equity holders. Will investors object to the creation of stock option plans after the receipt of funding? Founders should plan for exit of a co-founder up front to avoid complicated and costly disputes later: what are the buy-out rights among founders, do that have rights of first refusal as to third party offers. What is the initial valuation set for the company by the founders and how do they anticipate it changing with later stage investment. What will be the impact on the founders equity holding as later stage investments are accepted. How will founders handle disagreements?