Outside general counsel for the business issues you can't afford to handle alone

Outside General Counsel for Professional Services Firms in Miami

Outside general counsel is ongoing business-law help from an outside law firm, without hiring a full-time in-house lawyer. For owners searching for outside general counsel for professional services firms Miami, the core idea is simple: one firm handles your recurring legal questions, contracts, disputes and planning. KEW Legal is a Florida business law firm with offices in Coral Gables and Sunny Isles Beach.

What outside general counsel means for a professional services firm

Outside general counsel is an outside law firm that handles a business’s ongoing legal work, from daily contract questions to disputes and long-term planning. It works like a legal department without the in-house hire.

Accounting, architecture, engineering, consulting, marketing and staffing firms all face legal issues. Most of them come from ownership interests, client and vendor agreements, office leases and staff. They rarely come from the industry work itself.

A one-time document review answers one question and then ends. Outside general counsel keeps the lawyer close to the business. The lawyer learns your ownership structure and your agreements. That makes it easier to spot a problem before it becomes a dispute.

Who this service is for in Miami and South Florida

This service fits owners of professional firms who need steady legal help with partners, vendors, employees, leases or an ownership change. It often fits one of these situations:

• Multi-owner firms in Miami, Coral Gables, Brickell and Doral where partners disagree about capital, pay, withdrawal or buy-in terms.
• Growing firms in Aventura, Fort Lauderdale and Broward County that now have more employees, a larger office lease and more vendors than their first agreements covered.
• Principals planning an exit, such as a senior partner retiring, a buyer coming in, or a family member taking over an interest.
• Owners who also hold investment property and need a lease or eviction matter handled alongside the firm’s business issues.

What the engagement covers

The engagement covers partner disputes, contracts and vendor issues, employment advice for employers, commercial leases and evictions, buying or selling a business, succession planning and real estate investment matters.

• Partner and owner disputes. We review operating and partnership agreements, buy-sell terms and deadlock provisions. Under Fla. Stat. § 605.0105(5), a court decides as a matter of law whether an operating agreement term is manifestly unreasonable under paragraph (3)(f) or paragraph (4)(c), and may invalidate that term only if it is readily apparent that the term’s objective is unreasonable or that the term is an unreasonable means to achieve that objective; separately, § 605.0105(3)(g) bars operating agreement terms that relieve a person from liability for bad faith, willful or intentional misconduct, or a knowing violation of law. A partner who leaves a partnership without resulting in a dissolution and winding up of the partnership business must have the partnership buy that partner’s interest, under § 620.8701, but a partner who wrongfully leaves before a definite term or particular undertaking ends is not entitled to payment of any portion of the buyout price until the expiration of the term or completion of the undertaking, unless the partner shows earlier payment will not cause undue hardship to the business.
• Contracts and vendor disputes. We cover engagement letters, client service agreements, vendor and subcontractor contracts, and payment and termination terms. When a written contract covers a subject, Florida courts don’t allow an unjust enrichment claim on that same subject.
• Employment for employers. We review offer letters, employment agreements, handbooks, and non-compete and non-solicitation terms.
• Commercial leases and evictions. We review renewal, assignment and default terms. A landlord regains possession of non-residential space through a court action, surrender, or abandonment.
• Buying, selling or succeeding into a business. We handle due diligence, purchase agreement terms and transition arrangements.
• Succession planning. We update governance and ownership documents, so an exit, incapacity or retirement is planned in advance.

How the engagement works, step by step

The engagement starts with a consultation and then moves through a document review, a written assessment, an approved plan and ongoing counsel.

1. First consultation. We talk through the firm’s situation and what is at stake.
2. Document review. We gather the operating agreement, key contracts, the lease, employment documents and any correspondence about the issue.
3. Written assessment. The responsible lawyer explains the options, likely next steps and the risks of each in plain language.
4. Action plan. Negotiation, drafting or demand letters proceed only with your approval. The scope is put in writing before work begins.
5. Ongoing counsel. Routine questions, contract reviews and planning reviews continue under the agreed arrangement.

Timelines depend on the facts, the documents and how the other side responds. At the first consultation, we give a realistic outline, not a promised date.

Why work with KEW Legal

KEW Legal focuses its practice on business law for owners and investors across Miami-Dade and South Florida. The firm offers outside general counsel for professional services firms in Miami, along with the other practice areas on this page.

• Offices. The firm has offices in Coral Gables and Sunny Isles Beach.
• Responsible lawyer. Kristina E. Wilson is the responsible lawyer for this page and is one of the firm’s lawyers. Natalie Martinez is also one of the firm’s lawyers.
• Written scope. Each engagement’s scope is set out in writing, so you know what the firm will and won’t do.
• Practical focus. The work centers on protecting your ownership structure, revenue contracts and office space, and keeping disputes from escalating.

Questions owners ask before hiring outside general counsel

Outside general counsel suits owners who want ongoing support, not a single document. Here are the questions owners ask most.

Talk through your firm’s situation with us

If a partner has stopped answering about buy-out terms, a vendor has stopped performing, or a tenant is staying past the end of the lease, you don’t have to face it alone. Call 305-990-2300 or send us a message through our contact form to schedule your first consultation with our Coral Gables or Sunny Isles Beach office.