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buy-sell agreements and small business partnerships

written by Matthew Wagoner, Principal, The Wagoner Firm

Imagine a company—we’ll call it Springwater Tech Solutions—that’s on the rise but facing some tricky legal hurdles. Now, before you start Googling them, let me clarify: the Springwater Tech Solutions in this article isn’t real. It’s a fictional company, crafted to give us a clear picture of how outsourcing a legal department can play out in the real world. By stepping into their shoes, we can explore the practical benefits and potential pitfalls of outsourcing your legal needs.

In the growing tech market of Upstate New York, a small but fast-expanding SaaS company was gaining attention in the industry. Springwater Tech Solutions, with a dedicated team of 30 employees, had carved out a niche for itself by providing cutting-edge software to sophisticated clients across various industries. As their customer base grew, so did their challenges—particularly in navigating the increasingly complex legal landscape that accompanied their expansion.

The Challenges of Growth

For a small business like Springwater, growth was both a blessing and a burden. As new opportunities arose, so did a host of legal issues that the company hadn’t faced before. Contract negotiations with new clients became more intricate, with each client having specific needs that required careful attention. In addition, Springwater faced challenges related to real estate, such as acquiring new office space and managing lease agreements, as well as HR issues involving hiring practices, employee conduct, and terminations.

The company’s founders considered hiring a full-time in-house legal counsel to manage these challenges. However, the costs were steep—salaries, benefits, and the overhead associated with bringing on a full-time attorney were simply too much for their budget to bear. Moreover, the range of legal expertise they needed was far too broad for one person to handle effectively.

A Strategic Decision

Faced with these challenges, Springwater began exploring other options and soon found a solution that would not only meet their needs but also align with their commitment to cost efficiency and growth. They decided to outsource their legal department to a reputable law firm that specialized in supporting small businesses with sophisticated legal requirements.

This decision marked a turning point for Springwater. By outsourcing their legal needs, they were able to access a team of legal experts with specialized knowledge in multiple areas—contract laws, finance and banking law, real estate law, employment law, corporate law, M&A law, state and federal regulations, and dispute resolution, among others. The outsourced team would join Springwater on business calls with clients and their counsel to navigate complex contract negotiations and ensure agreements aligned with everyone’s interests. No longer burdened by the complexities of legal matters, the company’s leadership could refocus their attention on what they did best: innovating and growing their business.

The Benefits of Outsourcing Unfold

As Springwater partnered with the external legal team, the benefits of outsourcing became immediately apparent. One of the most significant advantages was the cost savings. Instead of bearing the expense of a full-time legal department, Springwater only paid a flat monthly fee for the services they needed. This flexibility allowed them to manage their budget more effectively and allocate resources to other critical areas, such as product development, marketing and sales.

With the legal experts handling their contracts, Springwater secured favorable terms with new clients, protected the company’s interests and ensured that their agreements were airtight. The legal team’s involvement in real-time negotiations also helped to streamline the process, reducing delays and fostering stronger relationships with their clients.

Access to expertise became another critical benefit, as the legal team guided Springwater through real estate transactions, from acquiring new office space to managing complex lease agreements. They also managed HR-related issues, including best practices for hiring, handling employee conduct, and navigating the delicate process of terminations. Additionally, the outsourced team helped draft and update company policies and handbooks, ensuring that Springwater remained compliant with labor laws and maintained a healthy workplace environment.

Beyond these day-to-day needs, the outsourced legal team also assisted Springwater with corporate compliance, financing issues, and dispute resolution. Whether it was raising capital, managing debt, or navigating full-blown commercial litigation, Springwater had expert legal support at every turn.

And when Springwater was ready to acquire and roll up another business that synergized with their own business and growth goals, their outsourced legal team was ready to run.  They assisted with letter of intent, due diligence, drafting the purchase and sale agreement, drafting the employment agreements for the employees joining Springwater, as well as the SBA financing Springwater used to finance the acquisition.

Considerations Along the Way

Of course, outsourcing wasn’t without its challenges. Springwater had to navigate the reality of having less control over day-to-day legal operations. There were moments when the leadership team missed the immediacy of having legal counsel in-house, particularly when urgent matters arose. Responsiveness from the external team, while generally good, occasionally lagged compared to what might have been possible with an internal staff member.

Additionally, confidentiality concerns were top of mind. Entrusting sensitive information to an external party requires a high level of trust and careful management. But by working closely with the legal firm that had institutional knowledge about Springwater and its team, and establishing clear communication channels, Springwater was able to mitigate these concerns effectively.

The Strategic Move That Paid Off

Looking back, the decision to outsource their legal department was one of the most strategic moves Springwater Tech Solutions made that year. The benefits—cost savings, access to expertise, flexibility, and reduced liability—far outweighed the challenges. By choosing to work with an external legal team, Springwater not only protected their business but also positioned themselves for sustainable growth in a competitive market.

While Springwater Tech Solutions is a fictional example, their story reflects the real-world potential that small businesses can unlock by outsourcing their legal departments. For companies facing similar challenges, this approach offers a pathway to managing legal complexities without sacrificing the focus and resources needed to thrive.

Learn more about The Wagoner Firm at TheWagonerFirm.com

Attorney advertising. The information provided in this article is provided for educational and informational purposes only.