In-House Counsel

Our attorneys have spent many years partnering with in-house counsel or have served as a client's "outside general counsel." In addition, several attorneys in the firm have experience serving in the role of in-house counsel themselves. Therefore, we understand the unique challenges facing members of inside legal departments and we understand that our assistance to in-house counsel must be seamless and fully integrated with the client's organization so that, in effect, we become an extension of the client's legal department.

Barley Snyder strives to provide our clients with practical counseling and guidance through an intimate understanding of our clients' ownership structures, industries, businesses and strategic business plans. Our attorneys regularly fulfill the role of a business counselor to both our in-house counsel "clients" and their "internal clients". 

Our Role as Outside Special Counsel

At times, companies find that they need legal help on a broader, more consistent basis than the typical outside attorney relationship can provide. Thus, attorneys at Barley Snyder have served as special counsel for clients during a surge of activity, transitions in personnel or with a special project. In this role, we support the client's existing inside legal resources seamlessly. We provide outside special counsel services, offering our clients great flexibility in the type of arrangement best suited to their needs, including:

• working on-site with clients on a set schedule;
• attending regular meetings of the legal department and/or management;
• handling specific areas of a client's legal needs which the client outsources to us; and
• assisting with other recurring tasks and duties.

We understand that, to be effective in our role, we need to be knowledgeable about the client's business, responsive and available. Depending upon our role with a client, our points of contact within the client organization may differ. In some cases, we may serve primarily as counselor to the high-level decision-makers within the company and/or to in-house counsel. In other cases, we may have contact with personnel throughout the client's organization.

We have found, over the years, that our clients recognize significant benefits from using our attorneys in this special counsel capacity because:

• We develop an understanding of the client's business and utilize that understanding to help the client manage risk (both legal and other risk) practically and cost effectively;
• We help coordinate the client's legal matters and bring a deeper knowledge of the client's business to each legal matter; and
• We are experienced in transacting business both throughout, and outside of, the U.S. and work effectively with local counsel in such matters. We have relationships with lawyers in many other jurisdictions which we can utilize to our clients' benefit.

As part of this type of arrangement, we are open to establishing an alternate fee arrangement to provide advice and support in requested areas on an as-needed basis. In some cases, this type of arrangement consists of a fixed fee for a defined scope of work. These alternative billing arrangements are designed to achieve predictability for budgeting and provide a client's legal and management teams with access to legal counsel without concerns with respect to charges for individual tasks.

The following describes some examples in which Barley Snyder served as outside special counsel for our clients:

• A public company client had an ongoing need to augment in-house legal capability on site. We provided an attorney on site at its headquarters one day each week. We also provided other services to the client at regular rates;
• A public company client required assistance in an identifiable group of areas, including contract review and securities compliance. We agreed to assist their in-house counsel in these areas on a fixed fee basis. Our arrangements included periodic reviews to assure the fee arrangement was appropriate for the client and us;
• We served as outside general counsel for a publicly-traded medical device company. Operating under specially negotiated fee arrangements, we attended regular senior management, regulatory compliance and other key meetings and assisted in other recurring situations in which in house lawyers might customarily be expected to counsel their internal clients. These efforts required that we develop and maintain broad and intimate knowledge of the client and its business environment and were in addition to more customary legal engagements we undertook for the company;
• Following a downsizing of the legal department of a public client which resulted in a loss of expertise in certain areas within the department, we were approached by the general counsel of the company to discuss possible solutions. After weighing various alternatives, we agreed to provide the company with securities and corporate governance counsel on an outsourced basis for a fixed annual fee; and
• As a result of a growth in its business, a long-time firm client required additional legal assistance to support the company's day-to-day activities. Rather than hiring additional personnel within the legal department, we designed a system which allowed the client to outsource matters which its inside attorneys were unable to address on a timely basis. Under this system, matters were sent to our firm and were assigned to one of our client team members within a matter of hours, with assignments entered into a work log allowing the client to monitor the status of the assigned matters.

Association of Corporate Counsel

Barley Snyder has supported the Central Pennsylvania Chapter of the Association of Corporate Counsel (ACC) for several years by serving as a sponsor and presenter. The attorneys of Barley Snyder are familiar with and strive to abide by the ACC Value Challenge Covenant with Counsel.

Women In-House Counsel Group

Two of Barley Snyder's female partners recognized the unique challenges facing female members of in-house counsel. In response, they have formed the Women In-House Counsel Group which serves as a network and resource. Contact Kim Decker (kdecker@barley.com) for more information on upcoming events.

Contacts

Barley Snyder looks forward to helping you be successful in your role as in-house counsel. If you would like more information, please contact Paul Mattaini or Kim Decker at Barley Snyder for details.

Paul Mattaini
(717) 399-1519
pmattaini@barley.com

Kim Decker
(717) 399-1506
kdecker@barley.com