The Law Offices of Paul L. Criswell P.C. 

Services

An in-house counsel provides a special type of legal services to companies, advice that harks back to the days of attorneys as trusted business advisors. They offer advice that outside counsel cannot offer, and services that cannot be economically provided in any other way.  An in-house counsel develops a thorough understanding of the company and an up to the minute picture of its business. This allows them to be pro-active in offering advice and programs.  Inside counsel are physically present and easily accessible for formal or informal advice. In-house counsel can provide many of the legal services that would otherwise be referred to outside counsel, and inside counsel cost considerable less. Nevertheless, smaller companies often cannot afford full time in-house counsel.

My services solve that problem. I work as an “on-call” or part-time In-House Counsel. For very small companies, I work on an as-needed basis, working at the company premises and at my office, to accomplish projects as requested by management.  I offer the type of legal advice and services that are provided only by experienced, expert, in-house counsel.

As the company and its legal needs grow, I can establish a regular, pre-scheduled weekly meeting with company management (usually the controller, CFO or President).  At this meeting I can review matters in real time and receive information and documentation for larger projects. This meeting will ensure good communication and enable me to provide knowledgeable, business-oriented advice. 

Finally, for more established companies, I have an office at the company and spend an agreed- upon number of hours in the office, with extra time as necessary to accomplish my duties. For example, I will be in the office every Tuesday and Thursday, four hours per day. I will work additional hours as necessary to accomplish the duties assigned by management.

Duties:
My duties as on-call in-house counsel can include the following:

Contract Drafting, Review and Negotiations  
I will make the contracts process responsive and efficient. I will draft and maintain a set of standard contracts, including sales agreements, beta agreements, non-disclosure agreement, and joint marketing agreements.  I can review agreements presented by other parties and draft contract amendments and customized contracts. I will work with Sales and Business Development to structure, negotiate and close profitable business transactions. I work with Finance to make certain that the company can recognize revenue at the proper time. I can educate the sales force regarding contractual procedures and the requirements for valid orders.  I can design
and implement a contracts review process that ensures that management is fully aware of the risks and obligations that the company incurs.

Human Resources  

I can provide first-level advice to the company regarding employee relations, benefits and compensation issues.  I will counsel the company through employee discipline and termination proceedings, and discrimination and wrongful termination complaints.  I can help to design and maintain 1) employee benefits programs that will aid in building a strong organization with valuable, motivated employees and 2) executive compensation programs to make certain that the Company can attract and retain key executives.

Miscellaneous  
I can be the first line of advice for all other matters that may require legal counsel. I can work with outside counsel to maintain corporate records and conduct corporate housekeeping. I will settle disputes and supervise litigation; manage the process and work with outside counsel on mergers, acquisitions, joint ventures and strategic investments; review and negotiate leases and supply contracts; and establish subsidiary and/or distribution operations in international regions, all as directed by management.  I will enhance the value of the legal function -- and the company -- by providing responsive, practical and innovative legal advice.

I propose to work as an at-will, part time independent contractor. It is my hope, however, that the parties will consider this to be a long term, committed engagement, where I can help the company to build value.