walslaw, Amsterdam boutique law firm
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Secondments and interim counsel

Corporate and M&A support within the business: during a transaction, as interim reinforcement or as fractional general counsel.

When clients call us

  • A transaction is absorbing the general counsel and the rest of the legal work has stopped moving
  • A general counsel is leaving or going on leave and the role cannot sit empty
  • A company has outgrown its first lawyer but does not yet need a full-time general counsel
  • A carve-out or integration needs dedicated legal capacity for a defined period
  • A legal function needs building: templates, delegations of authority and approval rules, a working relationship with external counsel

Key legal & commercial issues

I.

Sometimes what a company needs is not an advisor but a colleague.

There are periods when a legal function needs more capacity than it has, and an external advisor is not the right shape for the work. A transaction absorbs the general counsel for four months. A carve-out has to be integrated while the day job continues. A general counsel leaves, or goes on leave, and the role cannot sit empty. A company that has grown past its first lawyer needs someone to build the function before it hires permanently.

In each of those situations the work is not a discrete instruction with a deliverable. It means working inside the business: attending management meetings, joining internal calls and staying close enough to the commercial team to see a question before it becomes a problem.

II.

This work is familiar to us.

Jordi has worked in interim corporate and M&A roles at ASML, LeasePlan Corporation (now Ayvens) and VodafoneZiggo. Yvo has worked as interim corporate counsel at companies including BlackRock and an international energy infrastructure group.

That is why we offer this service: the same corporate and M&A work, delivered from inside the business. Where an assignment suits someone else better, we also look at experienced lawyers in our network, who can be seconded through the firm.

What we advise on

What we advise on

  • Interim and fractional general counsel and senior corporate counsel roles
  • Secondment into an in-house legal team for a transaction or a defined period
  • Standing corporate and M&A support alongside an existing general counsel
  • Building or restructuring a legal function, including delegation and approval frameworks
  • Managing external counsel and legal spend on behalf of an in-house team
  • Board and governance support during a period of transition

How we support the process

How we support the process

  1. 1

    An assignment is an engagement with the firm, on the firm's terms, not an employment relationship with the client. Confidentiality and insurance cover are arranged through the firm, and for advocaten their professional rules continue to apply. The client instructs a firm rather than hiring a person, which gives continuity if circumstances change. The person working inside the business can also draw on the firm's know-how and colleagues, subject to confidentiality.

  2. 2

    The commitment is agreed in advance, from one day a week for six months to something close to full time for a shorter period. The practical questions are settled before the assignment starts: how we are introduced internally, what we can sign and how absences are covered.

  3. 3

    An assignment creates a client relationship, so we cannot act against that company afterwards on a related matter. Where an assignment would conflict with existing work, we say so at the first conversation.

Questions clients ask before instructing us

Questions clients ask before instructing us

Is this different from ordinary legal advice?
In substance it is the same corporate and M&A work. What differs is the position it is delivered from. An advisor answers the question that is put; someone working inside the business sees the question forming, sits in the meeting where the commercial decision is taken, and can say at that point what it will cost to do it that way. For a company in a transaction-heavy period, that proximity is usually worth more than the hourly difference between the two models.
How much time can the firm commit?
It depends on what the practice is carrying at the time, and we will say honestly at the outset what we can sustain. Arrangements of one to three days a week over a period of months are the most common and the most workable, because they leave enough capacity to absorb the peaks that an in-house role inevitably produces. We would rather decline an assignment than take one we cannot service properly, and we would rather say that in the first conversation than in the third month.
Can the firm cover a general counsel role outright?
For a mid-sized Dutch company with a corporate and transactional workload, the firm can provide suitable support, on an interim basis or as fractional general counsel. Where a large group needs an interim general counsel who also oversees litigation, employment and regulatory work, we help find the right fit, from within the firm or from our network.
Does the firm bring in other people?
Yes, where that fits better. We work with a network of experienced corporate lawyers. Where an assignment suits someone in that network better, that person can be seconded through the firm, or we introduce the parties directly. That way we find, together with the client, the arrangement that suits the assignment.
Does the work stay confidential?
The work remains confidential on the same basis as any other engagement. For advocaten, there is also a statutory duty of professional secrecy. Confidentiality applies to work carried out inside a client's business exactly as it applies to work carried out from our own office. Information belonging to the client remains the client's information and is not shared outside the engagement.

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