In-house counsel is a lawyer employed by a corporation, usually as a permanent member of the staff, to provide legal advice for the business and its employees. Corporate counsel is a term used to refer to the external attorneys who represent a business in a variety of legal matters. In-house counsel and corporate counsel are different in many respects, but share some common roles in corporate settings.
Why do companies have in-house counsel?
In-house counsel provides a unique value to corporate entities by drastically reducing legal costs, allowing companies to avoid the costly expense of retaining outside counsel. In-house counsel can also provide more specialized legal advice that is tailored to the corporation’s particular situation. Additionally, in-house counsel can provide more timely legal advice than outside counsel, as they are familiar with the company’s daily operations. In-house counsel is also key in helping the company comply with applicable regulations and laws.
What is the difference between in-house counsel and corporate counsel?
In-house counsel is employed by the corporation and is a permanent member of the staff. They are paid a salary and are usually compensated with benefits and bonuses. By contrast, corporate counsel is an outside attorney who is retained to represent the company in a specific matter. Corporate counsel is paid an hourly rate or a flat fee depending on the nature and scope of the engagement.
In-house counsel is responsible for all legal matters associated with the corporation. This includes advising the company on legal matters related to contracts, taxes, employment law, corporate governance, regulatory compliance, etc. They are also responsible for drafting and reviewing contracts and other documents, handling litigation, and perhaps most importantly, providing the company with general legal advice and assistance. Corporate counsel, on the other hand, is typically retained to represent the company in a specific legal matter, such as in a court case or a contract negotiation.
What is the role of legal counsel in corporate governance?
Legal counsel plays an important role in corporate governance. In-house counsel is responsible for advising the company’s board of directors and executive officers on corporate governance matters. These responsibilities include providing advice on fiduciary duties, compliance with applicable laws and regulations, and corporate responsibility. In-house counsel may also be responsible for drafting or reviewing company policies and procedures and advising on legal matters related to corporate transactions.
Legal counsel may also be involved in the development of the company’s corporate governance structure. This includes advising on board size, qualifications, and conflicts of interest. In-house counsel may also be called upon to provide legal advice on the company’s internal policies and procedures, such as those related to financial reporting and disclosure.
What is the role of general counsel in private company?
The role of general counsel in a private company is similar to that of in-house counsel in a public company. The general counsel is responsible for providing legal advice and opinions to the company, including on corporate governance matters. General counsel may also be responsible for drafting, reviewing, and negotiating contracts, and providing legal advice on a wide range of matters, including employment, intellectual property, mergers and acquisitions, disputes, compliance, and regulatory matters. General counsel may also be responsible for managing litigation and working with outside counsel when necessary.
In addition to providing legal advice, general counsel may also be tasked with developing and implementing the company’s corporate governance policies and procedures. This includes advising on board structure and qualifications, as well as developing and implementing policies and procedures to ensure compliance with applicable laws and regulations.
In-house counsel and corporate counsel are both important to the successful operation of a corporation. In-house counsel is responsible for providing day-to-day legal advice and guidance to the company and its employees, while corporate counsel is typically retained to represent the company in a specific legal matter. Both in-house counsel and corporate counsel are key players in corporate governance, as they are responsible for providing advice on fiduciary duties, compliance with applicable laws, and drafting and reviewing policies and procedures.