THE FIRM

WHAT WE DO | Make Legal Strategic

Jaffe Counsel adds strategic strength and depth for business leaders facing critical opportunities, challenges and transformations. David Jaffe has spent decades in business focusing on the points where legal can the bottom line. His unique perspective bridges global legal with business expertise and experience.

He can drive specific projects through completion, provide ongoing strategic legal counsel, and build a profit-driven legal or compliance function.

In business, there are no legal issues; only business issues with legal characteristics.

ADDING VALUE

GOING INTERNATIONAL

  • Provide legal and strategic counsel on international expansion.

  • Leverage experience and network to hire the right lawyers in new countries and regions.

    • Occasional General Counsel level check-ins for the CEO and/or other leaders; or

    • Follow and help lead strategy; or

    • Actively lead.

JOINT VENTURES

  • Strategic counsel for A new JV or assessment of AN existing JV

  • JV Health Check  Assess issues, risks, and opportunities in an existing JV

  • Lead JV planning and/or negotiation (new, exit, or restructure).

PROFIT-DRIVE LEGAL

Benefit of a General Counsel without the cost of a full-time General Counsel
  • Identify the legal Issues, Risks, and Opportunities that drive profitability.
  • Provide strategic counsel on the key issues, risks, and opportunities.
    • Occasional General Counsel-level check-ins for CEO and/or CFO; or
    • Follow and help lead strategy.
  • Lead outside counsel on the key issues, risks and opportunities.
Optimize Outside Counsel for Price, Quality, and Service
  • Review work of outside counsel and:
    • Supervise or help supervise outside counsel; and/or
    • Find and evaluate possible alternatives to improve price, quality, and service.
    • This can be done for all firms, for the highest cost firms, or for the firms working on the matters with the most strategic significance or amounts of money at stake.
Design and Implement In-House Legal Function
  • For businesses that are growing in size, scope, and complexity, assess whether adding an in-house legal function would be a profitable decision.
  • Assess the business’s needs for in-house legal, and create the profile and job description needed for the first in-house lawyer.
    • Avoid the “find a square peg for a square hole” situation that sometimes arises with recruiters; use recruiters efficiently as appropriate for the situation.
    • Lead or participate in recruitment of the in-house lawyer
    • If appropriate, provide training and best practices for a new in-house lawyer
Consulting for General Counsel
  • Advise and assist General Counsel on:
    • Strategy
    • Development of the legal department and the legal team
    • Dealing with CEOs, peer executives, and boards

GOVERNANCE THAT SUPPORTS THE BUSINESS – AND OWNERS

  • Assess, design and implement private company governance processes and practices to achieve business and ownership objectives

  • Advise boards and management on governance issues and best practices

OWNERSHIP SUCCESSION AND TRANSITION

  • Assess ownership succession plans and processes

  • Bring an integrated view of corporate governance, estate planning, and business strategy to planning succession and implementing transition

COMPLIANCE PROGRAMS

Assess, develop, and implement compliance and ethics actions or programs to cost-effectively mitigate and manage risks for companies that are growing in scope and complexity, but not large enough for a “gold-plated” approach.
  • Compliance and Ethics Risk Assessment
    • High-level or Detailed
    • Pragmatic and focused on the drivers of good and bad conduct
  • Compliance Program Health Check
    • High-level or Detailed
    • Pragmatic and focused on the drivers of good and bad conduct
  • Design and Build a Right-Sized Compliance and Ethics Program
Experience designing, creating, and implementing programs inside businesses
  • Assist and/or advise in the actual implementation
  • Build implementation plan for the program
  • After risk assessment, develop a program that meets the business’s needs and fits its risks.
    • Avoid “check-the-box” activities that don’t really mitigate or manage the business’s actual compliance risks.
  • Compliance and Ethics Training for Boards and Senior Management
    • Introduction to compliance and ethics, including risks for your particular business.
    • Training on making an existing compliance and ethics program more effective.
    • Training on the Board’s oversight and leadership role in compliance and ethics.
    • Training on specific compliance and ethics topics
      • Topics can include anti-corruption, conflict of interest, non-retaliation, and others.
      • Focus on the actual conduct and leadership that business leaders need.

BOARD SERVICE

Effective Board Leadership, Stewardship, and Oversight

David brings his experience in international business, in strategy, in governance and succession, and compliance and ethics to service on boards of directors and advisory boards.

HOW WE DO IT | Expertise Empowered by Experience

“A trusted global business partner.”
-- Jonathan DeGaynor, President and CEO, Stoneridge, Inc.

David helps businesses profit from opportunities, solve problems, and avoid unrewarding risks. He has the technical knowledge and skill to provide sound analysis.

“Anyone in business knows that there’s rarely reward without risk – ‘no guts, no glory.’ But not all risks offer the opportunity for reward. Would you take one step out of your way to pick up a dollar? Sure, unless that step was off the edge of a thousand foot cliff. The real question is whether you’re observant enough, and discerning enough, to see and identify the cliff.”

I work to avoid getting stuck in a single mode of analysis. For example, Wells Fargo’s board found that the company had analyzed the business model that led its employees to create fake accounts, and kept it in place because the problem “only” affected a small number of customers and involved small amounts in fees, compared with the overall size of the bank. Executives – and lawyers – decided that the variances weren’t material to the validity of the bank’s overall financial statements, and reasoned that the stealing from customers therefore wasn’t material at all. Of course, the customers, regulators, and prosecutors saw it differently, to the tune of billions of dollars and lost careers for executives and directors. The illegality was known, and the risk was out in the open.

Been There, Done That

From a clerkship at the U.S. Supreme Court, to large and small deals — and the business life cycle after the deals are done — to living and working overseas, to the boardrooms of public and private multinationals, to challenging ownership and governance transition at large and small companies, David’s experience has prepared him to provide counsel that results in sound business decisions.

Focus on the Main Chance

Time spent focused on side issues or trivial risks is destructive. David gets to the heart of the most important questions. He doesn’t get lost in blizzards of considerations and potential problems that aren’t important enough to affect the outcome. This enables him to make decisions with incomplete information – and to judge whether the incomplete information is or is not sufficient.

Follow the Money

David says that it’s essential to “find money in paper.” He’s served on numerous Finance Committees, including as Chair, because of his skill in identifying the critical financial questions in a situation and his insistence on rigor in financial analysis.

Risk Adjusted Profitability

David thinks holistically in terms of risk adjusted profitability. When a legal or business risk is identified, he will analyze the potential impact on the business, the likelihood of that impact, and the available alternatives. David will help maximize risk adjusted profitability.

Forest and Trees

A problem with a contract can come from the contract drafting, from an approach to contracting that gives away leverage, from a failure to train the negotiator, or from a business system that obscures the issue until it’s too late. David has the technical skill to analyze the particular, and the experience and business acumen to find overarching, systemic problems.

Courage

David is used to making decisions and giving advice under pressure. He has the discipline to not rush to judgment and the courage to act on his judgment. This has sometimes meant being willing to take risks to get a great result, and David has a well-established track record of success in risky situations. It has also sometimes meant saying clearly to CEOs and other leaders that a proposed course of action is too risky, or criminal, or just plain wrong.

To make good decisions about risk, a business needs a clear-eyed view of the facts. David also has the courage to ask questions that are uncomfortable, or even impertinent, if they are essential to the business decision at hand.

If you’re looking for a “yes man,” you are not in the right place. Come to Jaffe Counsel for disciplined, tough-minded assessment, sound judgment, and wise counsel.

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