Blackstone Inc. | Outside Counsel Policy

I. Introduction

Blackstone Inc. (together with its consolidated subsidiaries, Blackstone Group Management L.L.C., Blackstone Partners L.L.C. and the Blackstone Funds[i], “Blackstone”) is a leading global alternative asset manager. Everything Blackstone does is guided by a set of principles that defines Blackstone’s character and culture. These principles have been at the core of Blackstone since inception. These enduring qualities are the shared convictions that Blackstone brings to its professional and personal conduct – they are a fundamental strength of Blackstone’s business. Blackstone expects engaged outside counsel (“Outside Counsel”) to share the same set of principles: to provide the highest quality service; to be accountable for results; to display integrity in all that is done; to provide creative solutions to novel legal issues; and to work with Blackstone as a team to achieve the best resolution for each legal matter. Blackstone encourages diversity in the workplace and seeks to hire firms that share this commitment. Diverse points of view, expertise and backgrounds encourage discourse regarding the best course of action and pave the way for the highest quality of legal work.

II. Application, Scope and Contact Information

Blackstone’s Outside Counsel Policy (this “Policy”) sets forth Blackstone’s requirements and procedures for Outside Counsel with respect to the following:

Retention of counsel, experts, consultants and vendors;
Conflicts of interest;
Confidentiality;
Compliance with laws and regulations;
Record retention;
Insurance;
Diversity;
Fees;
Staffing;
Budgets;
Use of law firm technology;
Travel;
Payment of expenses and disbursements (including non-payable expenses); and
Invoicing.

This Policy applies to all Blackstone legal matters unless otherwise agreed to in writing. Blackstone expects that all members of Outside Counsel’s firm will be knowledgeable about and will comply with the requirements and procedures set forth in this Policy. This Policy, together with other policies or requirements referenced in this document, any respective applicable laws or regulations, and any writing with Blackstone (e.g., engagement letters) will constitute the entire retention agreement between Outside Counsel and Blackstone unless otherwise agreed.

In connection with the discontinuation of any representation of Blackstone by Outside Counsel for any reason, and notwithstanding any dispute between Outside Counsel and Blackstone, Outside Counsel shall provide to Blackstone such termination assistance as Blackstone may reasonably request in order to provide an orderly transition from Outside Counsel to an alternate firm or Blackstone. This assistance includes, but is not limited to, knowledge transfer.

Blackstone reserves the right to modify this Policy at any time. Please see Appendix A for the effective date of the most recent version of this Policy.

Please contact [email protected] for questions regarding this Policy.

III. Requirements and Procedures

3.1. Retention of Counsel, Experts, Consultants and Vendors

Outside Counsel may be retained by Blackstone’s legal professionals or by business professionals in Blackstone’s business units (each such individual who retains Outside Counsel, a “Blackstone Matter Contact”). Blackstone reserves the right to withhold payment for legal fees incurred in connection with unauthorized or improperly authorized work.

Blackstone may request that Outside Counsel appoint a lead attorney to serve as the main point of contact for a single matter or all matters involving Outside Counsel (the “Lead Attorney”). If a Lead Attorney is requested, the Lead Attorney will be responsible for the overall management of the matter or all matters involving Outside Counsel, as applicable, including managing the budget if one is required; staffing of the matter(s); coordination, strategy and communication with Blackstone for the matter(s); and review of invoices to ensure that they conform to the billing requirements set forth in this Policy.

Prior to engaging experts, consultants, local or other counsel or third-party vendors (each a “Third Party”) for a Blackstone matter, Outside Counsel should discuss the assignment with the Blackstone Matter Contact and obtain Blackstone’s approval for such engagement. Blackstone may request that Outside Counsel engage or consider engaging a specific Third Party with subject-matter expertise. Blackstone expects that Outside Counsel will provide this Policy to any local or other counsel that Outside Counsel engages on behalf of Blackstone, unless Blackstone waives such requirement. Such local or other counsel is also expected to comply with the requirements of this Policy. Blackstone may also request that Outside Counsel use a specific vendor (e.g., e-discovery, document reproduction vendor, etc.), such as one with which Blackstone has preferred rates.

Blackstone will expect Outside Counsel to perform a thorough conflicts check prior to beginning work on any Blackstone legal matter. If a conflict is discovered, either through such initial conflicts check or during the course of Outside Counsel’s representation of Blackstone, Outside Counsel must notify Blackstone immediately to determine how to resolve the conflict.

Any request for a conflict waiver must be in writing to the relevant Blackstone Matter Contact and must, subject to Outside Counsel’s legal obligations: (i) identify the other client or party; (ii) identify the subject matter of the other representation(s); (iii) describe the work to be performed for the other client or party; (iv) describe whether, in Outside Counsel’s best judgment, the substantive nature of the legal issues or outcome of the matter may adversely affect Blackstone or any of its companies; and (v) explain why Outside Counsel believes the waiver is appropriate under the existing circumstances.

Blackstone will consider it to be a conflict of interest if Outside Counsel is involved in any matter that is adverse to the interests of Blackstone or any of its companies. Notwithstanding the foregoing, Outside Counsel may represent other clients or prospective clients with interests directly adverse to Blackstone or any of its companies in any business dealings, negotiations and bankruptcy matters (including bankruptcy matters and bankruptcy related litigation where Outside Counsel’s clients are part of creditor groups that have interests that are adverse to those of a creditor group of which Blackstone is a part; provided that, Outside Counsel will not represent clients in asserting any claims of fraud, breach of fiduciary duty or bad faith against Blackstone or any of its companies in any such bankruptcy matters or bankruptcy related litigation) (collectively, “Permitted Matters”); provided that (i) the Permitted Matter is not related to any matter in which Outside Counsel is representing or has represented Blackstone, (ii) no confidential information received from Blackstone shall be used on behalf of any other client or prospective client of Outside Counsel, (iii) the attorneys at Outside Counsel with primary responsibility for work on Blackstone matters will not work on the Permitted Matter without Blackstone’s consent, and (iv) subject to Outside Counsel’s obligations, Outside Counsel shall give the Blackstone Matter Contact written notice prior to the time Outside Counsel agrees to be retained in connection with the Permitted Matter (items (i) through (iv) collectively, the “Permitted Matter Requirements”).

For the avoidance of doubt, Outside Counsel’s representation of any client or prospective client in any type of litigation, arbitration or other adversarial proceeding against Blackstone or any of its companies (other than bankruptcy matters and bankruptcy related litigation that comply with the Permitted Matter Requirements) shall always be considered a conflict of interest, and Outside Counsel shall not represent any client or prospective client in any such matter without Blackstone’s prior written consent.

Solely with respect to a matter that is adverse to the interests of a portfolio company of a Blackstone Fund, Outside Counsel shall only be required to seek Blackstone’s waiver (which shall be granted or denied in Blackstone’s sole discretion) if Outside Counsel knows or should have known (after reasonable inquiry) that such company is a portfolio company of a Blackstone Fund.

3.3. Confidentiality

During Outside Counsel’s representation of Blackstone, Outside Counsel will become privy to a variety of information that is confidential and protected by the attorney-client privilege. This information must remain confidential even if Outside Counsel’s representation of Blackstone ends. Blackstone also expects that Outside Counsel takes all appropriate security measures to assure that any information stored by Outside Counsel in any manner will remain secure and protected from intentional or accidental disclosure. In the course of Outside Counsel’s representation of Blackstone, Outside Counsel may receive communications of a proprietary and/or confidential nature pertaining to internal policies, procedures, strategies and positions of Blackstone. While handling particular matters, members of Outside Counsel may also be provided with records or information pertaining to Blackstone investors and clients. Blackstone requires Outside Counsel to maintain the confidentiality of such information, both during and after the course of Outside Counsel’s representation of Blackstone. In particular, Outside Counsel shall limit disclosure of Blackstone’s investors and clients and access to proprietary or confidential information to those members and employees of Outside Counsel who need to have such access to provide the services for which the information has been provided.

Outside Counsel acknowledges that it is aware of U.S. and other securities laws that prohibit trading of securities on the basis of material non-public information, and has established policies and procedures to prohibit and aid in preventing such trading.

All inquiries from the media regarding Blackstone matters will be handled by Blackstone. Outside Counsel is prohibited from engaging in any dealings or contact with the media regarding Blackstone matters unless directed to do so by Blackstone. Outside Counsel should also refrain from identifying Blackstone as a client or discussing any Blackstone matters, strategy or other information obtained during Outside Counsel’s representation on Outside Counsel’s website, in any trade publications, or during any training or presentations.

3.4. Compliance with Laws and Regulations

Outside Counsel agrees to be bound by all anti-corruption regulations, including, without limitation, the Foreign Corrupt Practices Act, the UK Bribery Act, anti-money laundering regulations and regulations of the Office of Foreign Assets Control. Additionally, Blackstone expects Outside Counsel to be aware of and in compliance with all applicable financial services related regulations.

Outside Counsel must follow all applicable law in force from time to time relating to confidentiality and, in relation to any processing of personal data disclosed to it by Blackstone (or any personal data generated by Outside Counsel on the basis of personal data disclosed to it by Blackstone) (“Relevant Data”), data privacy, including, without limitation, the General Data Protection Regulation (“GDPR”). Except as otherwise agreed between Outside Counsel and Blackstone, Outside Counsel and Blackstone agree that Outside Counsel processes such Relevant Data as a separate data controller. Outside Counsel shall: (i) only process the Relevant Data as reasonably necessary to perform its obligations and exercise its rights under the arrangement entered into by Outside Counsel and Blackstone; (ii) give Blackstone such information in relation to that processing as it reasonably requests from time to time to enable Blackstone to comply with its obligations under applicable law; (iii) notify Blackstone in writing if it becomes aware of, or suspects the occurrence of, any personal data breach in relation to applicable law in respect of the Relevant Data; (iv) give Blackstone such information, assistance and co-operation as it reasonably requests to enable it to mitigate any adverse consequences for data subjects of any such personal data breach; (v) notify Blackstone in writing if it receives any communication from a data subject, the office of the UK Information Commissioner or another data protection authority seeking to exercise rights under, or alleging or proposing to investigate an allegation of breach of, applicable law in relation to the Relevant Data; and (vi) give Blackstone a reasonable opportunity to comment before and in responding to any such communication.

3.5. Record Retention

At Blackstone’s request, Outside Counsel is required to promptly provide Blackstone with copies of any records pertaining to Blackstone. Outside Counsel must notify Blackstone prior to destroying any records pertaining to Blackstone and agree to follow any record retention protocols as instructed by Blackstone.

3.6. Insurance

Blackstone expects Outside Counsel to be properly insured for general liability, workers’ compensation, professional liability and for any specialty work that Outside Counsel may perform for or on behalf of Blackstone.

3.7. [RESERVED]

3.8. Fees

For work to be performed and charged on an hourly basis, Outside Counsel is required, to the extent applicable, to utilize pre-negotiated rates and discounts. The rates for each timekeeper working on Blackstone matters should be included on all invoices. Rates are set for the life of the matter unless otherwise agreed. If a timekeeper is billed at a rate above the negotiated rate for such timekeeper, the invoice will be rejected in its entirety.

Blackstone strongly encourages Outside Counsel to consider and propose arrangements that are not based on conventional hourly rates. In all instances in which Outside Counsel retention is to be based on any arrangement other than conventional hourly rate fee billing, the arrangement must be documented and acknowledged in writing by the Blackstone Matter Contact.

3.9. Staffing

Blackstone expects that Outside Counsel will staff each matter appropriately, including with partners and associates. Please discuss any other arrangements with the Blackstone Matter Contact.

Blackstone should not be charged for the following timekeepers: (i) secretaries, (ii) librarians, (iii) clerks (billing, file, etc.), (iv) word processors, (v) internal couriers, (vi) law clerks and (vii) summer associates. Blackstone will also closely scrutinize any timekeepers listed as “other” to determine the value of their services on any particular matter.

3.10. Budgets

For certain matters, Outside Counsel may be requested to provide a budget and staffing plan that should be reviewed and approved by the Blackstone Matter Contact at the outset of the matter and that includes the proposed team members, anticipated timeframe and key matter assumptions. The budget should consist of a good-faith estimate for fees and expenses anticipated over the life of the matter. Outside Counsel is not permitted to invoice Blackstone for any budget preparation-related tasks.

In addition, Outside Counsel must:

For any litigation matter requiring the engagement of an expert or group of experts where total incurred fees are estimated to exceed $50,000, obtain the approval of the Blackstone Matter Contact prior to engaging such expert or group of experts;
For any matter for which Outside Counsel expects total fees and expenses to exceed $250,000, discuss with the Blackstone Matter Contact the appropriateness and feasibility of preparing a budget for such matter; and
In the event a budget has been prepared, actively monitor the budget, and if at any point fees and expenses are expected to exceed the budget, contact the Blackstone Matter Contact to discuss whether the budget should be altered.

3.11. Information Technology and Risk Management

To optimize the use of law firm technology on Blackstone matters, Outside Counsel should proactively suggest the use of secure extranets or other web-based tools for document storage, due diligence, and other appropriate activities. Blackstone will not be responsible for any costs associated with the purchase or installation of hardware or software by Outside Counsel.

Blackstone requires that Outside Counsel maintain adequate information security controls to protect confidential records and information related to Blackstone matters from unauthorized access and/or exposure. Outside Counsel should implement best practices related to governance and risk assessment, access rights and controls, data loss prevention, vendor management, training, threat and vulnerability management, security monitoring and incident response. Outside Counsel may be requested to provide information and/or documents to validate policies, procedures and controls related to these activities. Blackstone will not be responsible for any costs associated with the implementation of information risk and security hardware, software, procedures or resources by Outside Counsel for Blackstone matters.

With respect to its employees, Outside Counsel is expected to maintain strong internal control practices and risk-mitigating policies and procedures, which may include background checks, training or other measures as appropriate. Outside Counsel may be required to provide information and/or documents to validate such practices, policies and procedures.

3.12. Travel

Travel on behalf of Blackstone should only be undertaken when necessary to protect or further Blackstone’s interests and after a discussion with the relevant Blackstone Matter Contact. Blackstone does not pay for travel time unless the travel time is spent working on Blackstone matters.

Blackstone requests that Outside Counsel utilize Blackstone’s affiliated and/or preferred vendors for travel related expenses. Additional information can be provided by the relevant Blackstone Matter Contact. Alternatively, hotel accommodation and other travel costs should be moderated so they are in line with the average hotel accommodation or other travel cost for the travel venue.

When travel is required, Outside Counsel should make reservations in advance to take advantage of early booking discounts. Air travel will be reimbursed at economy or coach class fares. Business class air fares may be reimbursed for lengthy flights exceeding eight (8) hours or for international travel.

If ground transportation is necessary, Outside Counsel should choose the most economical form of transportation taking the travel location, travel time, fuel and parking costs into consideration. When renting a vehicle, Blackstone will reimburse for rental at or below mid-size class. Blackstone will not reimburse for limousines or town cars unless they are the most economical mode of transportation. When Outside Counsel uses a personal vehicle for Blackstone related travel, Blackstone will reimburse mileage at the current IRS rate.

Blackstone will not reimburse for personal travel expenses, which include, without limitation, in-room or in-flight entertainment, laundry or dry cleaning, shoe shines, trip insurance or foreign travel documents.

Outside Counsel may be requested to attach air and other travel receipts to its invoices for specific matters.

3.13. Payment of Expenses and Disbursements

Blackstone will reimburse Outside Counsel for all expenses that are necessary and appropriate for servicing Blackstone legal matters. Expenses and disbursements that are generally not reimbursable are outlined in the “Law Firm Administration and Overhead” and “Clerical Tasks” sections below, although Blackstone reserves the right to question the necessity and appropriateness of any expense submitted for reimbursement.

Outside Counsel should consult with the applicable Blackstone Matter Contact prior to incurring any expense that is outside of the ordinary course for the type of representation for which it is incurred.

Each expense or disbursement to a Third Party shall be billed by Outside Counsel without the addition of any mark-up or administrative fee. All expenses or disbursements should be itemized with a description sufficient for review (including, if applicable, the number of units, price per unit and total cost). Blackstone reserves the right to refuse payment for vague disbursements (e.g., monthly expenses), disbursements with no descriptions, disbursements billed as “miscellaneous,” or disbursements billed in a group (e.g., travel expenses – $4000).

When possible, Outside Counsel should directly pay any Third Party and then pass through the cost to Blackstone on Outside Counsel’s invoice for the particular matter. If Outside Counsel is not able to pay such Third Party, the Third Party should submit its invoice directly to Coupa (following the process outlined in this Policy) and provide all required information, along with the Third Party’s name and any other relevant information.

3.14. Law Firm Administration and Overhead

Unless expressly agreed in writing, Blackstone will not pay for time exclusively apportioned to Outside Counsel administration costs or Outside Counsel overhead, as it is expected that Outside Counsel hourly rates include all administration and overhead costs. Administration and overhead items include, without limitation:

Invoice preparation;
Budget preparation;
Conflicts checking;
Mail handling or processing (including through FedEx or similar carriers);
Temporary office space;
Internal conference room charges;
Internal copying, printing or scanning charges;
Contact and interaction with vendors;
Postage;
Telephone charges;
Facsimile charges;
Online service charges (e.g., Westlaw, LexisNexis, Courtlink and Pacer);
Publications, periodicals, or subscriptions;
Staff overtime;
Professional dues or membership costs;
Temporary or contract staff;
Overtime meals or transportation; and
Other general administrative tasks or overhead expenses.

3.15. Clerical Tasks

Clerical tasks are not generally payable by Blackstone regardless of who performs the task. Clerical work is considered part of Outside Counsel’s business operations and typically does not involve the delivery of professional services. Clerical tasks include, without limitation:

Photocopying or printing documents;
Word processing;
Database maintenance;
Calendaring;
Scanning, faxing, filing/serving, organizing or indexing documents;
Binding, labeling, tabbing, logging, coding, sequencing or collating documents; and
Other general clerical tasks.

3.16. Submission of Invoices

Blackstone requires that Outside Counsel submit invoices in a timely manner. Unless otherwise requested and with the exception of transactional matters, which are customarily paid in connection with the closing of a transaction (see below note regarding invoices paid at closing), (i) invoices must be submitted on a quarterly basis and (ii) Blackstone reserves the right to refuse payment for invoices that are submitted greater than six (6) months after the work being performed. Outside Counsel will also have forty-five (45) days to invoice for any unpaid work for any matter for which Outside Counsel’s representation of Blackstone is terminated. A separate invoice should be prepared for each matter and submitted in the manner described below based on the physical address listed on the respective invoice:

U.S. addressed invoices – [email protected];
Europe addressed invoices – [email protected];
Hong Kong, Singapore and Australia addressed invoices – [email protected]; and
Invoices addressed to any country not listed above should be sent in PDF to the respective Blackstone Matter Contact.

Notes: (1) For any invoice paid at closing of a transaction, a copy of the invoice must also be submitted to the e-mail address above after closing. Such invoice should be marked as “Paid,” “Do Not Pay” or “Already Paid”. (2) For invoices paid directly by a Blackstone portfolio company, please send the invoice to such portfolio company.

For any issues relating to invoice submission, please contact [email protected]. Your communication should include: the invoice in question, a brief description of the problem and contact information for the person requesting support.

3.17. Invoicing Requirements and Format

Each invoice at a minimum must contain the following information:

Where applicable, in the Bill-To section of the invoice, the invoice must be addressed to the specific investment advisor, fund or entity to which the work relates. Invoices directed to the “General Counsel” or other vague entities may result in delayed payment;
Unique invoice number. Revised invoices should include original invoice number with suffix “A” or a new invoice number;
Current invoice date, which should reflect the date the invoice is submitted. Revised invoices should have an invoice date reflecting the re-submission date;
Blackstone Matter Contact (as defined in Section 3.1 of this Policy);
Legal Matter Type in the Bill-To section (see file attached below for full list of matter types and descriptions);
Blackstone Cost Center/Project Code (if applicable[ii]) included in the Bill-To section of the invoice and preceded by “RC”;
Breakdown (if applicable) by pre-negotiated discount type (e.g., off-the-shelf discounts; matter type discounts);
Description of matter;
Date service was performed for each task or activity;
Timekeeper name for each task or activity;
Specific description of the service provided or task performed. “Block-billed” descriptions are not acceptable unless previously agreed, and incomplete or vague charge descriptions are not acceptable;
Time entry to the nearest tenth (.10) of an hour;
Each timekeeper’s hourly rate;
Total for each charge; and
Itemized expense list, including date of expense, a brief and meaningful description of the expense, unit cost and total.

Please refer to the attached files for additional information:

“Sample Legal Invoice.pdf” provides a sample layout of the key pieces of information as described above. The text highlighted in red shows the required information.
“Legal Matter Types.pdf” shows the Blackstone-specific matter types that should be referenced on each invoice.

Sample Legal Invoice

Matter Types

3.18. Invoice Returns

Invoices and charges that conform to this Policy will be processed for payment. Invoices or charges that do not conform to this Policy and do not contain the information outlined in Section 3.17. “Invoicing Requirements and Format” may be returned to Outside Counsel, in whole or in part, for correction. Additional reasons for which invoices may be returned include, without limitation:

Incorrect format;
Mathematical error;
Non-reimbursable expenses (see Sections 3.12 – 3.15);
Incorrect rates or discounts;
Block-billed charges;
Duplicate invoice or invoice number;
Future invoice date;
Charge date is in the future;
Unapproved rate for timekeeper; and
Invoice not submitted in a timely manner.

For example, an invoice containing the following entry will be returned:

Hours	Description
1.5	Reviewed plaintiff’s interrogatory responses; prepared letter to opposing counsel regarding settlement options; continue drafting motion for summary judgment.

An acceptable method to enter the time entry would be:

Hours	Description
1.5	Reviewed plaintiff’s interrogatory responses (.3); prepared letter to opposing counsel regarding settlement options (.4); continue drafting motion for summary judgment (.8).

Appendix A

Policy Effective Dates

Version	Effective Date
1.0	November 1, 2015
1.1	November 17, 2016
2.0	August 3, 2017
3.0	May 7, 2018
4.0	April 17, 2019

[i] Blackstone Funds refers to investment vehicles, real estate investment trusts and registered investment companies that are managed or advised by Blackstone Inc. and its subsidiaries. Such investment vehicles, real estate investment trusts and registered investment companies include those focused on real estate, private equity, hedge fund solutions, credit, secondary funds of funds and multi-asset class strategies.

[ii] Blackstone Cost Center/Project Code is not required for invoice submission; if applicable to a respective matter, including the Cost Center/Project Code is preferred and may expedite the invoice payment process.