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Outside Counsel Electronic Billing Deskbook
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Chapters

  1. Representing the FDIC
  2. Conflicts of Interest
  3. Legal Services Agreement
  4. Legal Referral
  5. Case Management
  6. Case Plan and Budget
  7. Electronic Invoice (E-Invoice) Preparation and Submission
  8. Legal Matter Closeout
  9. Post-Representation
  Responsibilities
 10. Foreign Laws Firms

Appendices

  1. Contacts
  2. Statutory Compliance
  3. Record Retention Guidelines for E-billing
     
  4. Legal Services -
    Delegations of Authority
  1. Litigation & Resolutions Branch
  2. Corporate Operations Branch
  3. Supervision Branch
  4. Consumer & Legislation Branch
  1. Validation Criteria

Foreign Law Firms

10.1  Definition
The FDIC occasionally requires the retention of a law firm located and operating in a country other than the United States of America (“US”).  For purposes of this E-billing Deskbook, a “foreign law firm” shall be defined as any law firm retained by the FDIC that meets both of the following criteria:

1. The law firm does not operate any office location within the US; and

2. The law firm is not governed by or subject to  the US Internal Revenue
    Service, requiring issuance of a Federal taxpayer identification number for
    tax purposes.

10.2  E-billing Deskbook Compliance
A foreign law firm is required to adhere to many of the same requirements of this E-billing Deskbook as US firms; however, the FDIC recognizes that some
E-billing Deskbook provisions, such as laws and regulations that are unique to the US, will not apply to a foreign law firm.  Therefore, the specific requirements applicable to a foreign law firm are set out in this chapter, including references to other applicable portions of the E-billing Deskbook.  It is important that the principal members of a foreign law firm, including the accounting department, understand and comply with all applicable policies, procedures and forms as specified herein.

10.3  Application Requirements
FDIC requires all correspondence from a foreign law firm to be in English.  Prior to entering into a Legal Services Agreement, the FDIC requires the foreign law firm to submit the following items:

1. A firm brochure or a narrative statement about the firm, including information regarding the areas of law in which the firm practices and highlighting areas of expertise.

2. A statement acknowledging the requirements of FDIC’s policies and procedures governing outside counsel conflicts of interest and completion of the related Representations and Certifications form - Word.

10.4  Legal Services Agreement
A foreign Legal Services Agreement - Word 52k
(Word Help) (LSA) is an agreement between a foreign firm and the FDIC that contains terms and conditions applicable to legal referrals and is incorporated in all referral letters.  The LSA and any referral letter incorporate applicable parts of the E-billing Deskbook, as it may be amended from time to time. 

Incorporated in and attached to the LSA is an E-billing Hourly Rate Schedule 63k (Word Help) listing each attorney and paraprofessional assigned to work on FDIC matters (approved billable individual). 

A foreign law firm is required to complete the following information on the  E-billing Hourly Rate Schedule form for each approved billable individual: 

  • Full name
  • Biller's Initials
  • Position or title within the firm
  • Years in practice
  • Standard hourly rate (in US currency)
  • Percent (%) discount
  • Proposed FDIC hourly rate (in US currency)

The following fields of the E-billing Hourly Rate Schedule form are not required for foreign law firms: 

  • Federal Tax Identification Number
  • State licenses column
  • Minority status column

The LSA and completed E-billing Hourly Rate Schedule form must be signed by an authorized representative of the foreign law firm.

An LSA is effective once both the LSA and the E-billing Hourly Rate Schedule have been signed by FDIC delegated authority.  The LSA is effective on the date specified in the LSA and the term is two years from the effective date unless the Legal Division elects to terminate or extend it prior to its expiration.  FDIC reserves the right to terminate the LSA without cause or advance notice.  Absent compelling reasons, no increase in hourly rates incorporated in the LSA will be permitted during its term.

If, at the end of the LSA term, the foreign law firm is working on a legal referral and the LSA is not renewed, the LSA will continue for the sole purpose of completing existing work under the same terms and conditions until the earliest of: 

  • All work on outstanding legal referrals is complete; or
  • A new LSA is executed; or
  • FDIC exercises its right to terminate the LSA.

Continuation of the LSA is not the same as renewal of the LSA.  Continuation does not permit a foreign law firm to receive any new referrals. 

10.5  Electronic Funds Transfer Payments
The FDIC, in compliance with US regulations, makes payments to vendors, including any foreign law firm that has an account with a US financial institution, by means of electronic funds transfer (EFT).  Payments via EFT allow faster access to funds and payment information, but can only be used with a US bank account.  If a foreign law firm has an account with a US financial institution, the Legal Division requests completion and submission of the Payee Information for Automatic Deposit of Payment form - Word 47k
(Word Help).  Otherwise, payments to a foreign law firm will be made via mailed check.

10.6  LSA E-billing Amendment
An amendment to the LSA may be necessary when there has been a change in the information originally submitted in the application package.  It is the responsibility of the foreign law firm to inform the FDIC of any new or changed information.  If the LSA information is not current, a foreign law firm may not be able to perform legal services for the FDIC.  Additionally, payment of E-invoices may be delayed if information is not up-to-date.  This information includes, but is not limited to, structural changes of the firm, as well as adding or removing billable individuals.   

The following fields of the LSA E-billing Amendment form are not required for foreign law firms: 

  • Federal Tax Identification Number
  • State licenses column
  • Minority status column

The completed LSA E-billing Amendment form must include the effective date of the amendment and be signed by an authorized representative of the foreign law firm.   The original LSA E-billing Amendment form should be submitted to the FDIC office or section that  issued the LSA.  Once a request to amend the LSA has been approved, a copy of the LSA E-billing Amendment form, approved and signed by FDIC delegated authority, will be sent to the foreign law firm.  A foreign law firm may not bill the FDIC for services of any individual unless and until the individual has been approved and included on the E-billing Hourly Rate Schedule form or the LSA E-billing Amendment form.

10.7  Legal Referral
When the Legal Division retains a foreign law firm to provide services for a particular case or matter, a legal referral will be made.  A legal referral may encompass one or more “legal matters”.  For example, a legal referral may encompass litigation of a particular case, assistance with a subsequent appeal and/or a related bankruptcy case.

When a legal referral is made, a referral letter will be sent to the foreign law firm.  The referral letter will identify the specific services requested and the terms and conditions of the legal referral.  The referral letter incorporates several documents, including the LSA, applicable portions of the E-billing Deskbook, and the case plan and budget(s), which are required to be submitted by the foreign law firm and approved by the Legal Division.  The referral letter, as well as the incorporated documents, may subsequently be amended or modified by the Legal Division.

At the time a legal referral is made, a foreign law firm must confirm that no material changes have occurred that affect representations and conflicts certifications contained in the application package originally submitted to the Legal Division by the foreign law firm.

10.8   E-Invoice Preparation and Submission
The Legal Division has specific policies and procedures relating to submission, processing and payment of E-invoices. A foreign law firm is required to adhere to the requirements for preparing an E-invoice and submitting it to the FDIC as set out in Chapter 7 of the
E-billing Deskbook.  In addition to the requirements identified in Chapter 7, any E-invoices submitted by a foreign law firm must be in English and U.S. dollars, calculated at the exchange rate at the time the services are rendered.

It is important that the principal members of a foreign law firm, particularly the accounting department, understand and adhere to the required policies, procedures and forms relating to preparation and submission of an E-invoice.

10.9   Other Applicable E-billing Deskbook Chapters
In addition to the information specified in this chapter, the following E-billing Deskbook chapters are also applicable to a foreign law firm:

Chapter 1 – Representing the FDIC

Chapter 2 – Conflicts of Interest

Chapter 5 – Case Management

Chapter 6 – Case Plan and Budget

Chapter 7 – E-invoice Preparation and Submission

Chapter 8 – Legal Matter Closeout

Chapter 9 – Post-Representation Responsibilities

10.10 Value Added Tax (VAT)
For issues related to the Value Added Tax (VAT) please contact the Legal Services Group (LSG) at 1-877-275-3342.
 



Last Updated 08/11/2009 legal@fdic.gov