Practice

Compliance

Building a contract compliance system for a group of companies: uniform rules and an approval procedure in place of separate practices in each legal entity.

Service

What the service includes

The more legal entities in a group, the higher the cost of fragmentation. Each division has its own contract templates, its own approval procedure and sometimes its own view of an acceptable level of risk. By the time this becomes a problem, it is dealt with after the fact, in a dispute, rather than in advance.

We build a compliance system around the real structure of the group: uniform contract templates, a risk-tiered approval procedure and a counterparty checking process. The aim is not to tick a checklist but for the system to actually reduce the number of disputes rather than simply add bureaucracy.

Our portfolio includes a compliance system for a group of more than 40 legal entities, which cut the number of disputed contracts threefold within a year. The effect comes not from a single document but from the combination of templates, procedure and staff training that are actually followed in practice.

What the service includes:

Uniform contract templates for the group of companies Risk-tiered approval procedure Counterparty checks before a transaction Internal policies and procedures Staff training in compliance procedures
Clients

Who it is for

The situations clients most often bring to us on this topic.

A group of companies with several legal entities and fragmented contract practice A business preparing to bring in an investor or for due diligence ahead of a transaction A company facing a growing number of disputes over standard contracts A holding in which each division approves contracts in its own way
Service

How we work

A fixed fee and a clear plan of action, agreed before work begins. The timeframes below are indicative and depend on the complexity of the case.

I

Audit of current practice

We review how contracts are currently approved in each legal entity of the group, where the discrepancies lie and where the real risks are. Timeframe: 2-3 weeks.

II

Developing the procedure

We prepare uniform templates and an approval procedure that reflects the different levels of risk for different types of transaction. Timeframe: 3-4 weeks.

III

Implementation

We help put the system into operation, from staff training to setting up the counterparty checking process. Timeframe: 1-2 months.

IV

Ongoing support

We update the templates and the procedure as legislation and the group’s practice change. Timeframe: on request.

Documents

What you will need at the start

We confirm the exact list for your situation at the consultation. This is a guide so that you arrive at the first meeting prepared.

Current contract templates for all legal entities in the group The organisational structure of the group of companies The current transaction approval procedure (if formalised) Statistics on disputed contracts over the past year
Practice

Key figures

Experience in this practice area specifically, not in practice as a whole.

40+ legal entities in one system We introduced a single compliance system for a group of companies with more than 40 legal entities.
3x fewer contract disputes This is how much the number of disputed contracts fell within a year of introducing the system.
6 risk tiers in the procedure A typical structure for the procedure, from automatic approval to mandatory sign-off by a lawyer.
2 months for full implementation From an audit of current practice to the launch of the procedure and staff training across the whole group.
5 related areas of corporate practice Compliance rarely works in isolation. It usually goes together with contract work and corporate support.
27 years of practice We have worked since 1999 in corporate law and business support.
Practice

Common mistakes

A procedure with no real implementation. The document exists on paper, but employees keep approving contracts the old way. A system does not work unless it is implemented and monitored in practice.

One level of approval for every transaction. When a standard office lease goes through the same approval route as a deal worth hundreds of millions, employees start to bypass the procedure. The rules must distinguish between levels of risk.

Templates not tied to the group’s real structure. Contract forms copied from the internet ignore the specifics of the particular group of companies and create risks where there should be none.

Result

What you get

Uniform templates. Contracts across the group are prepared from proven forms, rather than from scratch every time in each legal entity.

A clear approval procedure. Employees know exactly which transactions they may approve themselves and which must go to a lawyer or to management.

Fewer contract disputes. Terms that used to cause disagreements with counterparties are resolved at the approval stage rather than in court.

Due diligence readiness. A formalised compliance system is a significant advantage when preparing for a transaction or attracting an investor.

FAQ

Frequently asked questions

At how many legal entities does it make sense to introduce a compliance system?+

There is no formal threshold, but the effect is usually noticeable from 5-7 legal entities in a group, which is when fragmentation starts to create real risks.

Is a compliance system a one-off development or ongoing support?+

Developing the rules is a one-off project, but legislation and the group’s practice change, so most clients also order periodic updates.

Will a new approval procedure slow down day-to-day work?+

On the contrary, the aim of the system is for standard transactions to be approved faster under a clear algorithm, so that attention and time go to transactions with real risk.

Is a compliance system suitable for a group with different lines of business?+

Yes. The rules are built around risk tiers rather than by industry, and each type of activity within the group has its own approval thresholds.

Who in the company should be responsible for compliance with the rules?+

Usually the legal department or an appointed compliance officer, but the rules must also be clear to ordinary employees who initiate transactions.

Can a compliance system be introduced for only part of the group rather than all legal entities at once?+

Yes. Companies often start with the riskiest or largest business line and then extend the system to the group’s other legal entities.