Does Your Growing Business Need an Outside General Counsel?

Large companies have in-house legal departments led by a general counsel who knows the business, anticipates problems, and is involved in decisions before they are made. Most small and midsize businesses do not have that luxury. Instead, they call a lawyer when something goes wrong or when a document needs to be signed. That approach can work for a while, but as a business grows, it often leaves important risks unaddressed.

An outside general counsel arrangement offers a middle path: an experienced attorney who serves as your company’s ongoing legal advisor on a part-time basis, without the cost of a full-time hire.

What an Outside General Counsel Does

The role is broader than handling individual matters. An outside general counsel gets to know your business, your industry, and your goals, and provides consistent guidance across the full range of legal issues a company faces. That can include reviewing and negotiating contracts with customers and vendors, advising on employment questions and policies, overseeing corporate governance and recordkeeping, helping the company meet regulatory requirements, supporting financing and growth transactions, and identifying when specialized outside counsel is needed and managing that relationship.

Just as important, an outside general counsel is available for the everyday questions that business owners often hesitate to ask because they don’t want to open a new matter or receive an unexpected bill. Early, informal advice is frequently the most valuable kind.

Signs It May Be Time

Several signs suggest a business may benefit from this kind of relationship. You are signing more contracts than you have time to read carefully. You have hired, or plan to hire, your first employees or are expanding into new states. Your business operates in a regulated industry. You are raising capital, taking on a partner, or considering a sale. Or you have realized that you are regularly making decisions with legal consequences without legal input.

How the Arrangement Works

Outside general counsel engagements are typically structured to be predictable. Some businesses prefer a monthly retainer that covers a defined scope of routine work. Others prefer a block of hours or a hybrid approach. The right structure depends on the company’s size, the volume of legal work, and its budget. The goal is a relationship in which legal advice is part of how the business operates, not an emergency expense.

Choosing the Right Advisor

The value of an outside general counsel comes from judgment as much as legal knowledge. Look for someone who has worked inside businesses and understands that legal advice must fit commercial realities. Look for someone who communicates clearly, responds promptly, and is comfortable telling you both what the law requires and what, in their view, you should do.

Mike Gugig has served as a division general counsel at Genworth Financial and as the founding general counsel of a technology startup, in addition to practicing as a partner at Dentons and Saul Ewing. Gugig Law brings that experience to growing businesses as outside general counsel. If you would like to explore whether this approach fits your company, we would welcome the conversation.