Legal retainer (outsourced in-house lawyer)

What is happening

A company of forty people: contracts with customers and suppliers, a lease, HR questions, the occasional claim letter. An in-house lawyer does not pay for themselves, and going to a new adviser each time means explaining all over again how the business works.

The company has its own lawyer, but only one. A court dispute, a tax audit or a share transaction calls for specialist expertise and extra hands, and the director wants back-up in place rather than hunting for a contractor in a crisis.

The business is growing: new lines, new regions, separate branches, and the documents drawn up at the start no longer match reality. What is needed is not a one-off audit but continuous support that keeps up with the changes.

What the law says

• A retainer (subscription) agreement is provided for in the Civil Code: the client makes periodic payments for the right to call for services within an agreed scope, regardless of how many tasks arise in a given month. The scope, response times and handling of work outside the scope are set out in the agreement.
• Authority to represent the company before courts, state bodies and counterparties is granted by power of attorney under the Civil Code; you decide the extent of that authority and can change it at any time.
• Personal data of employees and customers that we receive in the course of our work is processed on the company's instructions in compliance with Federal Law No. 152-FZ of 27 July 2006 "On Personal Data"; the terms of that instruction are included in the agreement.
• Confidentiality is secured by the agreement and a non-disclosure agreement; if the company operates a trade secret regime under the Federal Law "On Trade Secrets", we follow the access procedure it sets.
• Decisions are still taken by the company's management bodies: we prepare documents and recommendations, assess risks and propose options, but the director's liability under the Civil Code does not pass to an external lawyer.

What we do

• We review and draft contracts, supplementary agreements, powers of attorney and corporate documents.
• We handle claims: responding to counterparties' claim letters and sending your own.
• We advise managers and staff on day-to-day questions through the agreed channels and within the agreed times.
• We support you through inspections by state bodies and respond to requests from the tax authority and other agencies.
• We track legislative changes that affect your business and warn you about them in advance.
• We bring in specialists from our team for litigation, tax and corporate matters.
• We report monthly: what has been done, what is in progress and what risks we see.

What we will need from you

• The constitutional documents, a register extract and details of the group structure, if there is one.
• A list of standard contracts and current counterparties that give rise to questions.
• Information on current disputes, inspections and claims.
• Contact persons at the company and the approval rules: who assigns tasks and who takes decisions.
• A power of attorney covering the agreed tasks.