Too Close to See It: Why You Need an Outside Hand on Your OCG
Custodia Advisory | Private Equity | Advisory Services
Every private equity firm has someone who owns the relationship with outside counsel. They know the partners. They know the associates doing the work. They've sat across the table from the fiduciary providers introduced along the way, and in most cases, they've built genuinely good working relationships with all of them.
That's exactly the problem.
Proximity is not the same as oversight
The people managing these relationships day to day are, by definition, too close to see them clearly. They were there for every individual rate increase, every new disbursement category, every fiduciary appointment made under time pressure — and each one, in isolation, had a reasonable explanation. That's precisely why the cumulative drift is so hard for the people closest to it to catch. Seeing it requires comparing where the guideline started against where actual billing has ended up, years later, without the context of having personally signed off on every step in between.
An outside review doesn't require being smarter than the team managing the relationship. It requires distance — the willingness to hold the original OCG next to years of actual invoices and ask a plainer question than an internal review usually asks: does this still reflect what was agreed, or has it simply become what's familiar?
A pattern worth naming honestly
Across engagement after engagement, we're seeing the same dynamic emerge: rate creep that outpaces any actual renegotiation, disbursement categories that quietly expand, fiduciary fees introduced on referral and never benchmarked against the market. None of it announces itself. All of it compounds. It's less a story of bad faith than of an absence of friction — long-standing relationships, left unchecked for long enough, tend to drift in the provider's favour simply because nobody's applying pressure in the other direction.
This is not a claim that every offshore provider operates this way. Many don't, and the good ones have nothing to fear from a closer look. But the dynamic is common enough, and costly enough over time, that it's worth checking rather than assuming it isn't happening to you.
Why this is a consultancy engagement, not an internal fix
Redoing an Outside Counsel Guideline properly, and building the enforcement that makes it actually hold, is not a task that fits naturally inside an internal legal or procurement team's existing workload — not because the team lacks the skill, but because they lack the distance. The same relationships that make them effective day to day are the ones that make it genuinely difficult to challenge a provider they've worked alongside for years.
This is precisely the gap Custodia Advisory exists to close. We come in from outside the relationship, with no history to protect and no rapport to preserve, and do the work an internal team is structurally not positioned to do for itself:
- Rebuild the OCG from the ground up, benchmarked against current market billing practices — not the practices in place when it was last drafted
- Extend that guideline explicitly across fiduciary providers, not just outside counsel
- Review historical invoices line by line for rate creep, disbursement inflation, and out-of-pocket charges that were never challenged
- Build the procurement-level enforcement that catches drift before it reaches the deal team for approval, not after
What engaging us actually looks like
We work on a consultancy basis, brought in specifically to redo OCG policy and review billing practices with a mandate no internal function has: total independence from the providers under review. We are not paid by your law firms. We are not paid by your fiduciary providers. Our only relationship is with you, and our only incentive is finding what the guideline, and the relationships built on top of it, have been quietly allowing to slip through.
If your OCG hasn't been meaningfully rewritten in the last few years — or if it was never extended to cover the fiduciary side of the business at all — that's usually the clearest sign the relationship has outgrown the document meant to govern it.
That's the conversation worth having. We'd welcome the opportunity to have it with you.
Custodia Advisory — oversight that protects the mandate. Enquire about a complimentary review of your current Outside Counsel Guidelines and billing practices.