WHAT WE DO | Special Situations Counsel
Jaffe Counsel provides strategic counsel to CEOs and senior leadership. The firm brings a unique perspective, bridging legal and business expertise, grounded in global experience.
High-stakes special situations demand the most from a company. Using extensive experience and a global network, Jaffe Counsel helps companies succeed when confronting significant business opportunities, challenges and transformations. Jaffe Counsel can assume roles and responsibilities of a general counsel or enhance an existing in-house legal team. From a project-based role to long-term engagement, Jaffe Counsel is a nimble strategic partner.
In business, there are no legal issues, only business issues with legal characteristics.
Jaffe Counsel is well versed in assisting clients during periods of international expansion. David Jaffe has extensive experience entering new countries through new offices and factories, joint ventures, and acquisitions. The firm can manage client legal matters in new jurisdictions to advance business goals and maximize profitability.
Working with clients during complicated expansion periods, Jaffe Counsel anticipates and advises on critical compliance risks that businesses encounter while expanding across borders.
Jaffe Counsel works effectively and efficiently with tax, financial and communications specialists. It also can vet, select and manage local counsel to maximize quality and control cost.
FOREIGN INVESTMENT INTO THE UNITED STATES
Jaffe Counsel helps clients expand their business operations into the United States and understand its business and legal culture. David Jaffe is skilled at explaining the challenges and procedures of the U.S. legal system to newcomers and can help businesses entering the United States learn the unique compliance and other legal aspects of doing business in this country.
Additionally, the firm helps foreign businesses work effectively in the United States while controlling risk and easing the process of transition and acculturation.
Jaffe Counsel works effectively and efficiently with tax, financial and communications specialists. The firm also can help build a team of advisors, vet, select and manage specialized outside lawyers and other professionals to maximize quality and control cost.
JOINT VENTURES AND OTHER STRATEGIC TRANSITIONS
Jaffe Counsel provides sound counsel built on practical experience for the most important transactions. David has dealt with the full life cycle of strategic transactions, having led many negotiations for joint ventures, acquisitions and new projects, and then stayed inside the business for years afterwards. He has arranged successful exits from joint ventures he helped form, buying from or selling to partners, and has dismantled or sold troubled projects around the world.Jaffe Counsel helps senior managers develop strategic objectives in light of legal and business constraints, and assess how well potential targets and partners fit the objectives. With experience focusing on the due diligence process to effectively assess the opportunities and risks and build a postclosing action plan, David Jaffe can effectively counsel business leaders on transaction strategy.
The firm can draft agreements, as well as structure and negotiate transactions. Where local or specialized lawyers are needed, Jaffe Counsel can manage both the project and outside lawyers to help provide strategic alignment, quality and cost control.
OWNERSHIP SUCCESSION AND TRANSITION
Jaffe Counsel is exceptionally well placed to help plan and execute successful ownership succession and transition.
When the time comes to implement a succession plan, the work of technical experts will interact with business realities, incentives that the plan creates, and the needs and desires of stakeholders. Jaffe Counsel brings cleareyed realism to the task of articulating the owner’s goals and creating a plan to achieve them in the real world.
David Jaffe has exceptional experience with implementation of estate and succession planning in business. He understands how plans that are technically right can nonetheless fail. Jaffe Counsel can help anticipate potential issues and integrate the work of business, estate, financial, family, corporate and tax planning to avoid disputes and build a successful transition.
DISPUTES, LITIGATION AND INVESTIGATIONS
Jaffe Counsel provides strategic leadership and case management for critical disputes and government investigations.
After years of guiding litigation and investigations as General Counsel, David Jaffe has learned to approach disputes from a business point of view. Jaffe Counsel can assess the facts and relative leverage of parties without emotion to build an effective strategy. The firm is focused on fighting those battles that can be won profitably and setting those that can’t.
Jaffe Counsel can lead the dispute resolution team for a business that has no in-house counsel or whose legal department needs additional resources. Additionally, it can coordinate strategy, negotiation, board reporting, external communication and accounting or SEC disclosures. It can manage outside counsel and other professionals for strategic alignment, quality and cost.
Compliance is becoming increasingly important for every business. Regulators and prosecutors are targeting medium – even small – companies in areas where they once focused on “big fish.” At the same time, the penalties for compliance failures are increasing.
Jaffe Counsel gives clients experienced, independent judgment in a field that is often left to “cookie cutter” strategies. Every business is different, and requires an individualized approach to compliance.
Jaffe Counsel can introduce a business that does not have a formal compliance program to this critical area and assess its compliance risks. The firm can develop a new compliance program to protect a business that has no program, and can assess and improve existing compliance programs. The firm will apply its business point of view to align compliance processes with the needs – and resources – of the company.
Jaffe Counsel can help manage outside compliance professionals to help ensure that the cost of compliance is aligned with the company’s actual compliance risks.
PRIVATE COMPANY GOVERNANCE
Private companies need effective governance to make sound business decisions and to avoid disputes among stakeholders. Jaffe Counsel can develop governance practices, documents and culture for effective and responsible decisions and business success.
Jaffe Counsel can develop articles of incorporation and bylaws, shareholder and LLC agreements, and evaluate existing documents against current governance needs. The firm has experience training owners, directors and officers on fiduciary obligations and on avoiding governance disputes.
OTHER AREAS OF SERVICE
LEGAL FUNCTION HEALTH CHECK
Jaffe Counsel can, for a fixed price, assess how a business buys, manages and uses legal services and make recommendations for improvement.
For businesses without a general counsel, or with less experienced inhouse lawyers, this assessment can help make better use of existing outside counsel, improve processes and reduce cost. For businesses that are growing or changing, it can evaluate whether management is getting the advice it needs for new situations, and help locate additional resources if needed.
PART-TIME GENERAL COUNSEL
Many growing businesses do not have an inhouse legal department, but still face complex legal issues.
time general counsel role, David Jaffe can provide the advantages of inhouse Jaffe Counsel is a costeffective solution for these situations. By assuming a counsel while affording clients breathing room in their budgets.
DEVELOPING IN-HOUSE LEGAL CAPABILITIES
Jaffe Counsel can apply David Jaffe’s experience in building an excellent legal department to creating or enhancing a business’s legal function. The firm can assess the need for inhouse counsel, assist with recruitment and selection, and support and train new – or existing – inhouse counsel. It is well versed in helping U.S. lawyers develop international capability.
HOW WE DO IT | Expertise Empowered by Experience
Francis Bacon said: “A wise man will make more opportunities than he finds.”
This is true for a wise lawyer. In the global economy, technical expertise is a commodity for legal service providers. Jaffe Counsel delivers what businesses need: legal expertise backed by global business acumen that achieves results. This requires assessing facts and analyzing legal issues with a focus on maximizing profitability at an acceptable level of risk. It requires not just strategic thinking, but strategic action.
Jaffe Counsel draws upon David Jaffe’s extensive experience guiding a multinational corporation through a host of legal and business issues. When companies seek to increase business performance, Jaffe Counsel is prepared to protect them from imprudent risks. When action is called for, the firm can assess the situation, make decisions, and get things done.
In addition, David successfully manages outside lawyers, and makes his established global network of tested, effective and cost-efficient outside lawyers available to clients.
In business, there are no legal issues, only business issues with legal characteristics.