Outside Counsel Management

Updated March 2006

Provided by the Association of Corporate Counsel
1025 Connecticut Avenue, Suite 200
Washington, D.C. 20036
Tel 202.293.4103
Fax 202.293.4107
www.acca.com

The following materials are intended to provide in-house counsel with information focused on Outside Counsel Management. This information should not be construed as legal advice or legal opinion on specific facts, or representative of the views of ACC or any of its lawyers, unless so stated. This is not intended as a definitive statement on the subject but a tool, providing practical information for the reader. Please help us improve this InfoPAK^SM by contributing your own sample clauses, forms, policies or other relevant information concerning Outside Counsel Management. We hope that you find this material useful. Thank you for contacting the Association of Corporate Counsel.

This InfoPAK^SM is being sponsored by
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An Association of Corporate Counsel Alliance Partner

Table Of Contents

1. Is Outside Counsel Necessary
   1. Factors to Consider
   2. Key Questions to ask when considering Outside Counsel


2. Selection Process
   1. Locating Outside Counsel
   2. Selection Criteria
   3. Beauty Contests
   4. Request for Proposal


3. Engaging/Retaining Outside Counsel
   1. Engagement Letter
   2. Billing Guidelines
   3. Conflict Waiver


4. Managing Outside Counsel
   1. Creating a Win-win In-house-Outside Counsel Relationship
   2. Effective Management of Outside Counsel Litigation
   3. Reducing Dependence on Outside Counsel


5. Convergence: Creating Outside Counsel Networks
   1. First Things First
   2. Choosing The Nominees
   3. Requesting Proposals
   4. Evaluating The Responses
   5. Selecting The Final List
   6. Maintenance
   7. Tools


6. Establishing a Relationship With International Outside Counsel
   1. In-house Due Diligence
   2. Selecting International Outside Counsel
   3. Things In-house Counsel should do for International Outside Counsel


7. Role of Case Management Systems (CMS) Technology
   1. Getting Organized
   2. Finding The Primary Economic Denominator
   3. The Budget Burn Analysis
   4. Standardization of Decision-Making
   5. The Unique Needs of The Law Department


8. Additional Resources


9. Sample Forms and Policies
   1. Proposal for Joining Law Firm Network
   2. Request for Qualifications Letter
   3. Retention Letter
   4. Engagement Letter
   5. Outside Counsel Engagement Letter
   6. Outside Counsel Policy - Billing Requirements and Disbursement/ Expenses Summary
   7. Policies and Billing Requirements for Outside Counsel
   8. Conflict Waiver Letter
   9. Outside Counsel Guidelines Control and Handling of Litigation
   10. Performance Evaluation with Outside Counsel
   11. Engagement Checklist
   12. Letter to Outside Counsel Regarding Compliance with Sarbanes-Oxley
   13. Sample Convergence Spreadsheets

Materials may not be reproduced without the express consent of ACC. Copyright (c) 2004 by the Association of Corporate Counsel