Your First In-House Lawyer After a PE Buy-In: What the Job Spec Doesn't Say

When a private equity sponsor backs a healthcare business and creates a Head of Legal role reporting to the CFO, the job spec is usually the smallest part of the job. Here's what to scope before that person starts — and how to cover the gap until they do.

Private equity firms backing healthcare businesses have a habit of creating the Head of Legal or Sole Counsel role at exactly the moment the legal function is least equipped to support it. The deal has closed. The sponsor wants governance. The CFO has inherited legal as one more line on their org chart, alongside finance, HR and IT. And the job advert says something modest — "manage contracts, support the board, liaise with external counsel" — that bears little relation to what the first six months actually require.

This matters because the person walking into that role, however good, is one person. They will not have institutional memory of the deal. They will not know which supplier contracts were disclosed in the data room and which weren't. They will not know whether the clinics' CQC registrations are current, whether the safeguarding policy was updated for the new sites, or whether the founder's old side-letter with a consultant surgeon ever got formalised. If the founders and the CFO don't scope this before the hire starts, the sole counsel spends their first year finding out the hard way — usually when something goes wrong.

What the mandate actually covers

On paper, sole counsel reporting to a CFO in a PE-backed healthcare business is a commercial and governance role. In practice it usually stretches across five areas that rarely appear in the job spec:

• Regulatory standing. Anyone carrying on a CQC-regulated activity in England must be registered to do so, and that registration attaches to the specific provider and, in many cases, the specific locations and regulated activities carried out there. Post-acquisition, registrations often need updating to reflect new ownership, new nominated individuals or new premises — an administrative-sounding task that, done late, can stop a clinic trading.
• Data protection. Health data is treated as special category data under UK GDPR, meaning it needs an additional lawful condition for processing on top of the usual UK GDPR basis. A healthcare roll-up integrating several practices' patient records, or migrating to a shared clinical system, is a data protection exercise before it's an IT exercise.
• The deal paper. Warranties given in the SPA, the disclosure letter, and any restrictive covenants or non-competes given by departing sellers don't disappear once completion happens. Someone needs to own the warranty claim window, the escrow release conditions and the ongoing obligations the founders signed up to — usually the sole counsel, because nobody else in the business was in the room.
• Sponsor governance. PE-backed boards expect board packs, information rights, consent matters and reporting cadences that a founder-run business never needed. Sole counsel is frequently the person who builds and runs that governance calendar, even though "company secretarial" rarely appears in the job title.
• The pipeline. Healthcare buy-and-build strategies mean the next acquisition is often already being scoped before the first hire has finished their induction. Sole counsel needs to be deal-ready from week one, not deal-ready once they've settled in.

None of this is unusual for the sector — it's simply wider than "manage contracts and liaise with external counsel" suggests, and it's worth naming explicitly before recruitment starts so the right person, at the right level, is hired for it.

What to scope before the hire starts

The CFO and the founders — or the outgoing legal support, if there was any — should be able to hand the incoming sole counsel a pack covering:

1. A current list of every regulatory registration, licence and permission the business holds, who holds it, and when it was last reviewed.
2. The disclosure letter and SPA warranty schedule from the PE deal, with a note of anything flagged as a known issue or excluded from warranty cover.
3. A data map: what patient and staff data is held, where, on what systems, and under what lawful basis.
4. Every contract with a term longer than twelve months or a value above a set threshold, plus anything with a change-of-control clause that the acquisition may have triggered.
5. Employment status of anyone engaged as a consultant, locum or self-employed contractor — a common exposure in healthcare, where clinical staff are often engaged outside standard employment terms.
6. Insurance cover: medical malpractice, public liability, D&O, and whether cover was updated to reflect the new ownership structure.

A sole counsel who receives this on day one can start doing the job. One who has to reconstruct it from scratch will spend three to six months on archaeology instead of advice.

Where an outsourced GC covers the gap

The gap between completion and the sole counsel's start date — and often the gap in their first few months while they're still finding their feet — is where an outsourced general counsel function does its most useful work. Dinmore Bell is typically retained from the point the sponsor wants governance in place, runs the regulatory and contractual audit described above, sets up the board reporting calendar the sponsor expects, and hands over a structured pack to the incoming hire rather than a filing cabinet of unlabelled risk.

In some cases the permanent hire is delayed, paused, or the mandate turns out to need a more senior person than first budgeted. Dinmore Bell can hold the function on a fixed monthly fee in the interim, reporting to the CFO exactly as the permanent hire eventually will, so the business isn't unrepresented at board level or exposed on regulatory deadlines while recruitment runs its course.

Where a specialist is needed

Registering or varying a CQC registration, advising on the lawful basis for processing special category health data, and any contentious warranty claim under the SPA are matters that call for a solicitor or other authorised specialist — these sit within the reserved and regulated activities defined under the Legal Services Act 2007, which only authorised persons can carry out. Dinmore Bell instructs and coordinates that specialist advice, holding the budget and the outcome, so the sole counsel or CFO has one point of contact rather than three separate advisers billing separately and reporting inconsistently.

The test for any PE-backed healthcare business hiring its first lawyer isn't whether the job spec is well written. It's whether the person starting the role inherits a scoped, current picture of the regulatory, contractual and governance position — or has to build one while the business keeps trading around them.