Conflicts Counsel - Outside Counsel Guidelines

Direct Counsel is recruiting aConflicts Counsel – Outside Counsel Guidelines for an Am Law 100 firm. The primary focus is reviewing and negotiating outside counsel guidelines (OCGs), engagement letters, and other client terms. You’ll help relationship attorneys determine what the firm can agree to, draft exceptions where needed, and make sure the teams responsible for compliance understand the final terms.

• Review client guidelines, engagement letters, and onboarding documents. Identify terms that conflict with the firm’s ethical obligations, existing client commitments, policies, or ability to comply.

• Draft exceptions, revisions, and clarifications. Work with relationship attorneys and, as appropriate, clients to negotiate engagement terms.

• Evaluate conflicts provisions involving advance waivers, client affiliates, positional or issue conflicts, exclusivity, and restrictions on staffing or lateral hires.

• Coordinate approvals with the Office of General Counsel, Risk Management, Finance, Billing, Information Security, Technology, and other business teams. Escalate terms that present material risk.

• Document agreed terms and approved exceptions, and communicate client-specific requirements to the attorneys and business teams responsible for carrying them out.

• Improve OCG review protocols, playbooks, model language, and approval procedures. Provide practical training and guidance to attorneys and staff.

• Advise on complex conflicts and professional responsibility issues involving new clients and matters, lateral hires, or changes in representation. Research ethics questions and help develop waivers, disclosures, and ethical screens as needed.

• J.D. from an ABA-accredited law school and active membership in good standing in at least one U.S. state bar.

• Approximately three or more years of relevant legal experience in conflicts, professional responsibility, law firm risk management, new business intake, commercial contracting, or OCG review.

• Experience interpreting contract terms, identifying legal, ethical, and business risks, and explaining their practical implications. Direct experience with OCGs and law firm engagement terms is strongly preferred.

• Working knowledge of the ABA Model Rules of Professional Conduct and conflicts principles applicable to large law firms.

• Strong drafting skills and sound judgment about when to escalate an issue. Ability to manage a high volume of time-sensitive reviews and handle confidential information with discretion.

• Working in an Am Law 100 or comparably sophisticated law firm, negotiating OCG exceptions, or supporting relationship attorneys in client negotiations.

• Using conflicts and new business intake platforms or developing OCG playbooks, clause libraries, and approval matrices.

• Reviewing client requirements related to billing, cybersecurity, data privacy, information governance, artificial intelligence, audit rights, indemnification, insurance, staffing, or diversity reporting.

The firm offers medical, dental, and vision coverage, paid time off and sick leave, 401(k) benefits, life and AD&D insurance, short- and long-term disability benefits, identity theft insurance, an employee assistance program, and a referral program. Parking or transit reimbursement varies by location.

To apply, submit your rsum to Direct Counsel. Please highlight any experience reviewing or negotiating outside counsel guidelines, drafting exceptions, or advising on law firm conflicts and risk.