Outside general counsel
Legal backing for consequential decisions, from day-to-day business matters to the board’s strategic choices.
The Ghazaal Majdzadeh Legal Practice offers four levels of ongoing engagement. Scope, review capacity, lawyer involvement and reporting are defined from the outset, and the periodic fee is fixed and predictable.
Quick guide
You need regular legal counsel but have no in-house legal department.
The board wants authority, resolutions and statutory obligations reviewed on a regular basis.
You handle many contracts, cheques and guarantees every day.
You face major decisions and a multi-company structure.
Not sure? A corporate legal assessment identifies the right level of engagement.
Ongoing engagement levels
Not every company needs the same amount of legal work. The four levels differ in scope, lawyer involvement, review capacity and reporting. The right level is chosen based on the company’s structure, volume of obligations, complexity of operations and the results of the initial assessment.
Level 01
Retained counsel
Madar is designed for mid-sized private companies that need regular legal advice but for which a separate legal department is not economically or operationally necessary.
The company gains counsel who gradually learns its operations, contracts and legal issues, and supports it in routine legal matters.
Core value: regular access to legal services at a predictable cost, sized to the company’s needs.
Level 02
Compliance and corporate governance
Taraz is designed for companies and boards that need an independent review of compliance, scope of authority and directors’ statutory responsibilities.
Its aim is to identify legal gaps in decision-making, check statutory formalities and help document management actions correctly.
Core value: timely awareness of directors’ legal responsibilities, better compliance and stronger documentation of decisions.
Level 03
Operational risk management
Mehvar is designed for companies with extensive operations, numerous contracts or continuing commercial obligations that need closer involvement from counsel.
Focused on execution, it helps the company manage its contracts, obligations, disputes and key decisions with proper legal review.
Core value: fewer preventable risks in day-to-day operations and regular legal backing for the CEO and executive team.
Level 04
Strategic counsel to boards and holding companies
Ofogh is designed for holding companies, large enterprises, listed issuers and organisations facing strategic decisions, complex transactions, investments and multi-company structures.
At this level, the work is led by the senior lawyer and organised to assess the legal effects of sensitive decisions, manage organisational risk and deliver workable solutions.
Core value: structured access to senior legal analysis for sensitive decisions, major transactions and the group’s legal risk.
Comparison
Full comparison of every feature — swipe the table sideways.
| Feature | MadarRetained counsel | TarazCompliance & governance | MehvarOperational risk | OfoghStrategic & holding |
|---|---|---|---|---|
| Primary audience | Mid-sized private company | Company and board | Operating and trading company | Holding and large company |
| Meetings per month | 1 | 1 | 2 | 4 |
| Documents and contracts reviewed | 2 | 2 | 6 | 8 |
| Legal questions per month | 4 | 6 | 10 | 16 |
| Corporate governance | Core | Specialist | As needed | Group-level specialist |
| Review of bank obligations | Core | Directors’ liability | Operational | Strategic |
| Board meeting attendance | Separate agreement | Separate agreement | Separate agreement | One meeting per month |
| Subsidiaries | Not included | Separate agreement | Separate agreement | Within engagement scope |
| Reporting | Brief quarterly | Quarterly | Monthly | Consolidated quarterly |
| Initial response | 2 business days | 1 business day | 1 business day | Per dedicated agreement |
Important: service capacity, document complexity, how requests are counted, response times and the persons covered are set out in each company’s engagement agreement. Litigation, arbitration, complex out-of-scope transactions, specialist audits and representation before courts are not included in the ongoing levels by default; where they can be accepted, they are the subject of a separate agreement. The figures are each level’s baseline capacity; the definition of a question and a document, and the final scope, are set in the engagement agreement. Ongoing engagements are limited and accepted subject to the practice’s capacity.
First step · Legal Risk Assessment
Know where the company stands before choosing a level. Ongoing legal services work best when there is a clear picture of the company’s structure, directors’ responsibilities, obligations and legal issues. The Ghazaal Majdzadeh Legal Practice offers an initial legal assessment as a standalone service, so the company can decide on an ongoing engagement based on its real needs.
Deliverable: a report covering the issues identified, supporting documents, priorities, recommended corrective action and, on request, the suggested level of ongoing service.
The assessment has a defined scope and does not replace a full audit or a complete legal review of all the company’s activities and transactions.
It is a standalone service for a fixed fee. If an ongoing engagement is signed within 30 days, the fee is credited against the first period.
How the engagement works
Understanding the business, the company’s main issues and what management expects from legal services.
Identifying the client and authorised persons, checking conflicts of interest and setting the services, capacity and obligations of both sides.
Reviewing selected documents and matters and setting the initial priorities.
Logging requests, giving advice, reviewing decisions and documents, and following up actions within the engagement.
Periodic reports, a review of the risks identified and adjustment of the scope to the company’s needs.
What the work looks like
The parent company guarantees a subsidiary’s bank facility.
A legal memo setting out the risks identified, legal options, required documentation, negotiable terms and recommended steps before the decision is taken.
This example only illustrates how the service is delivered; it does not refer to any actual matter or outcome.
Areas of focus
01
The scope of authority of the CEO and board members, statutory liability, obligations arising from signatures, negotiable instruments and management decisions.
02
Formalities of general meetings, board resolutions, delegations of authority, conflicts of interest, directors’ transactions and the company’s statutory obligations.
03
Drafting and reviewing purchase, sale, construction and financing contracts, binding instruments, collateral and contractual guarantees.
04
Group legal structure, scope of authority, intra-group transactions, parent–subsidiary relations and conflicts of interest of shared directors.
05
Advice on corporate-governance rules, disclosure, inside information, related-party transactions and other legal obligations of listed issuers.
06
Assessment of legal risks under labour, social-security and tax rules, licences and sector-specific requirements, working with relevant specialists where needed.
07
Early legal review of disputes, formal notices and legal correspondence, pre-litigation negotiation and a strategy for managing commercial disputes.
Who it is for
Businesses that need regular legal services but whose volume or overheads do not justify a full-time in-house lawyer.
Companies with numerous contracts, financial commitments, manufacturing or trading operations and executive decisions that call for continuous legal support.
Executives responsible for decisions, resolutions, delegations of authority and statutory compliance who need independent legal analysis.
Multi-company groups that need legal coordination, management of intra-group transactions and risk control while preserving each subsidiary’s separate legal personality.
Companies on the Tehran Stock Exchange or Iran Fara Bourse that face specific corporate-governance, disclosure and market-supervision obligations in addition to general company law.
Why ongoing legal support?
Most legal problems in a company can be identified and managed before they become a dispute or a lawsuit. Yet a lawyer is usually called in only after the obligation exists or the dispute has begun.
Risks are identified before a contract is signed, an obligation is accepted or a sensitive decision is approved, with lawful steps proposed to reduce the likelihood of disputes and liability.
Over time, counsel learns your structure, contracts, commercial activity and management issues, so advice becomes more precise and better suited to the company.
Advice, document review and assessment of decisions within an agreed scope and response time, without engaging a different adviser for every routine matter.
Requests are logged, legal opinions documented, corrective steps identified and periodic reports delivered, so legal risk can be managed more effectively.
Ongoing legal support makes timely review possible, builds an understanding of the company’s structure and produces solutions that fit the real needs of the business.
Not necessarily. For mid-sized companies, they can cover routine legal needs without a full-time hire. In larger organisations, the practice can act as outside counsel alongside the in-house team.
No. The client is the company. The persons authorised to request services are named in the engagement agreement; personal advice to an individual director requires a separate agreement and a conflict-of-interest check.
No. The number, volume and complexity of documents covered by each level are defined. Complex contracts, major transactions or requests beyond the agreed capacity are handled under a supplementary agreement.
Representation in litigation, arbitration and before courts is outside the ongoing levels by default. Where it can be accepted and there is no conflict of interest, it is handled under a separate agreement and fee.
Information and documents are handled under the legal and professional duty of confidentiality and the confidentiality terms of the engagement. Who has access and how information is exchanged are agreed at the start.
Requests are classified by urgency and scope. Each level has a defined initial response time, and a special arrangement can be agreed for emergencies. An initial response does not guarantee a final opinion within the same period.
Under the relevant levels, covered companies are named in the agreement. Extending services to other group companies requires defining the scope and a conflict-of-interest check.
Internal corrective steps are generally the responsibility of the company’s own management, unless a specific task is expressly assigned to the practice. Within the engagement, the practice advises, documents and follows up the agreed actions.
Yes. The initial legal assessment can be carried out as a standalone project, and some levels can start with a trial period of defined scope.
Fees depend on the service level, expertise required, type of business, number of legal entities covered and complexity of the matters. Financial terms are set out in the proposal and the engagement agreement before work begins.
Tell us about the company’s structure and main concerns. After an initial check of acceptance and conflicts of interest, we will discuss the most suitable form of engagement.
Please do not send confidential documents or sensitive information at this stage.
Information you share with the practice is treated as confidential.
Phone
Office
Office hours
Visits are by appointment only. To arrange a meeting, call us or send the form.
If you need one contract reviewed, an opinion on a board decision, help with a shareholder dispute or a specific negotiation, you do not need an ongoing engagement.
Whether you need ongoing counsel for a private company or senior legal support for a holding company’s decisions, the engagement starts with a clear understanding of your issues and expectations.
Before you decide: the engagement levels · comparison table · corporate legal advisory
This content is general information, not legal advice. The answer in any matter depends on its documents and circumstances.
