External Legal Counsel for Business
External legal counsel for business is useful when contracts, counterparty issues and decisions with legal consequences arise regularly, but maintaining a full in-house legal department would not make commercial sense. Using a different lawyer for every question creates its own cost because each new matter begins with explaining the business, its contracts and its previous decisions all over again.
External counsel provides continuity. I provide ongoing legal support for business matters governed by Russian law, including contracts, claims, negotiations and day-to-day legal questions, without treating every new issue as an entirely separate relationship.
The scope is agreed in advance. This is not an unlimited subscription to every possible legal service, and a monthly engagement does not mean that substantial litigation, major transactions or unrelated standalone projects are automatically included.
The scope is agreed in advance. This is not an unlimited subscription to every possible legal service, and a monthly engagement does not mean that substantial litigation, major transactions or unrelated standalone projects are automatically included.
What external legal counsel for business can include
The work may include contract review and drafting, advice on current business issues, pre-action correspondence, review of documents received from counterparties, amendments and settlement documents, negotiation support and early assessment of potential disputes. The precise mix depends on the company: a business handling a regular flow of contracts needs a different structure from one with fewer agreements but recurring legal questions involving the same counterparties or projects.
The main advantage of ongoing support is not simply the number of documents reviewed in a month. It is continuity: a new issue can be considered in the context of the company’s existing contracts, business model and previous decisions, rather than as an isolated document seen for the first time.
Major litigation, complex corporate disputes and substantial standalone transactions may require a separate engagement. Defining that boundary at the beginning is usually better than discovering halfway through a major matter that both sides had very different assumptions about what the monthly arrangement covered.
The main advantage of ongoing support is not simply the number of documents reviewed in a month. It is continuity: a new issue can be considered in the context of the company’s existing contracts, business model and previous decisions, rather than as an isolated document seen for the first time.
Major litigation, complex corporate disputes and substantial standalone transactions may require a separate engagement. Defining that boundary at the beginning is usually better than discovering halfway through a major matter that both sides had very different assumptions about what the monthly arrangement covered.
Damages claims and ordinary business risk
Where damages are sought from a director, a poor commercial result is not enough by itself. The relevant questions are what information the director had when the decision was made, whether there was a rational commercial basis for it, whether the necessary approvals were obtained and whether the conduct remained within the ordinary risks of doing business.
A management decision that later turned out badly does not automatically mean that the director acted unlawfully or should compensate the company personally. Business decisions are made under uncertainty, and the fact that a project failed, a counterparty defaulted or the market moved against the company does not by itself establish misconduct. The analysis therefore has to return to the circumstances that existed at the time of the decision rather than judging it only with the benefit of hindsight.
There is an important difference between an unsuccessful commercial decision and conduct involving an obvious conflict of interest, disregard of material information, diversion of assets or action contrary to the company’s interests. That distinction can rarely be established from a single document, which is why the defence often depends on reconstructing the entire decision-making process and the information available to management at the relevant time.
A management decision that later turned out badly does not automatically mean that the director acted unlawfully or should compensate the company personally. Business decisions are made under uncertainty, and the fact that a project failed, a counterparty defaulted or the market moved against the company does not by itself establish misconduct. The analysis therefore has to return to the circumstances that existed at the time of the decision rather than judging it only with the benefit of hindsight.
There is an important difference between an unsuccessful commercial decision and conduct involving an obvious conflict of interest, disregard of material information, diversion of assets or action contrary to the company’s interests. That distinction can rarely be established from a single document, which is why the defence often depends on reconstructing the entire decision-making process and the information available to management at the relevant time.
When ongoing support makes sense
An ongoing arrangement makes sense where legal questions arise every month, management regularly makes decisions with legal consequences, similar contracts are negotiated repeatedly or the business wants advice before a problem becomes urgent. If a company needs one contract reviewed once a year, a retainer is unlikely to be the sensible solution. A standalone service will usually be more appropriate.
I do not recommend an ongoing arrangement merely because it appears more comprehensive. The format should follow the actual workload rather than the other way around.
I do not recommend an ongoing arrangement merely because it appears more comprehensive. The format should follow the actual workload rather than the other way around.
Contracts, counterparties and disputes
A significant part of day-to-day support often concerns contracts: reviewing a counterparty’s draft, assessing a problematic clause, preparing an amendment, responding to a demand, considering whether performance can be suspended or documenting a change in the commercial arrangement. Where the company needs a substantial new agreement drafted or a contract requires a separate in-depth review, that work can be handled through Contract Review and Drafting Under Russian Law.
The same principle applies when a routine issue develops into a dispute. One purpose of ongoing legal support is to identify the problem before the statement of claim arrives, so that a breach can be documented, evidence preserved and the company’s position considered before the dispute becomes procedural. Depending on the issue, the matter may then move into Commercial Disputes in Russia, Debt Recovery From Russian Counterparties or Corporate Disputes in Russia, with the additional scope agreed separately rather than treated as automatically included in the monthly fee.
The same principle applies when a routine issue develops into a dispute. One purpose of ongoing legal support is to identify the problem before the statement of claim arrives, so that a breach can be documented, evidence preserved and the company’s position considered before the dispute becomes procedural. Depending on the issue, the matter may then move into Commercial Disputes in Russia, Debt Recovery From Russian Counterparties or Corporate Disputes in Russia, with the additional scope agreed separately rather than treated as automatically included in the monthly fee.
Support for international businesses
A foreign company does not necessarily need a Russian office or an in-house Russian lawyer in order to obtain ongoing Russian-law support. Contract review, correspondence, consultations and much of the preparatory work can be handled remotely, which is particularly useful where the company’s management or legal team is based outside Russia but contracts, counterparties or business operations create recurring Russian-law questions.
The boundary of the engagement should nevertheless remain clear. Where a matter requires advice under another country’s law or work for which admission in another jurisdiction is required, that part needs to be handled by appropriate local counsel rather than presented as part of a vague global legal service.
The boundary of the engagement should nevertheless remain clear. Where a matter requires advice under another country’s law or work for which admission in another jurisdiction is required, that part needs to be handled by appropriate local counsel rather than presented as part of a vague global legal service.
How the engagement begins
I first review the business, the legal tasks that arise regularly, the principal contracts used by the company and any issues already requiring attention. We can then define the scope of the engagement, the way new tasks are submitted, appropriate response times for different types of work and which matters require a separate agreement.
The purpose is to create continuity without turning an ongoing engagement into an unlimited commitment to every legal issue that may arise. The company should know what support is available and how routine and urgent work will be handled, while larger projects remain separately identifiable and properly scoped.
The purpose is to create continuity without turning an ongoing engagement into an unlimited commitment to every legal issue that may arise. The company should know what support is available and how routine and urgent work will be handled, while larger projects remain separately identifiable and properly scoped.
Fees
Consultation on the support format: from RUB 25,000
A review of the company’s current legal needs and whether an ongoing arrangement is appropriate.
Legal needs review: from RUB 75,000
Review of the principal contracts, recurring legal tasks and current risks, followed by a proposed structure for ongoing support.
The legal needs review can be a standalone service.
Ongoing external legal counsel: from RUB 150,000 per month
Regular Russian-law support within an agreed scope. The recurring tasks, method of submitting work, expected response times and monthly limits are defined before the engagement begins. Major litigation, substantial standalone projects, complex transactions and work materially outside the agreed scope are priced separately.
Frequently asked questions
Does external legal counsel replace an in-house lawyer?
It can, but it can also work alongside an internal lawyer, legal team or company management. The appropriate model depends on the volume and type of work and on the legal resources already available within the business.
Is litigation included?
Routine pre-action work and an initial assessment of a developing dispute may fall within the agreed scope, but full conduct of substantial court proceedings is normally treated as a separate matter.
Can contract review be included?
Yes, where contract work forms part of the agreed ongoing scope. A substantial standalone drafting project or complex transaction may require a separate engagement.
Do you guarantee the same response time for every task?
No single response time is appropriate for every type of work. Expected response times and priorities are agreed for the engagement so that routine questions and genuinely urgent matters are handled differently and the company knows what to expect.
Do I need to commit to a long-term retainer?
Not necessarily. The first question is whether the volume and regularity of the company’s legal work justify an ongoing arrangement at all. The duration and structure can then be agreed around the actual needs of the business.
Can an international company work with you remotely?
Yes. Most Russian-law advisory, contract and pre-action work can be handled remotely.
Need external legal counsel for business in Russia?
Briefly describe the business, its connection with Russia and the legal questions that arise regularly. I will assess whether an ongoing arrangement makes sense or whether the company would be better served by standalone legal work when a specific issue arises.
This page provides general information only and is not individual legal advice. The scope of ongoing support, response times, fees and matters included in the engagement depend on the company’s needs and the terms agreed for the particular engagement.