Outside General Counsel

A growing company runs into legal questions faster than it can justify a full-time lawyer. A contract needs review before Friday. A new hire needs an offer letter and a confidentiality agreement. A customer is threatening to sue. A vendor stopped performing. None of these is large enough to warrant building an in-house legal department, but together they add up, and handling them in the wrong order or not at all creates real exposure.

Outside general counsel solves that problem. I serve as the ongoing legal point of contact for small and mid-sized businesses, providing the day-to-day support an in-house lawyer would provide, on a predictable basis, at a fraction of the cost. You get a lawyer who knows your business and is available when a question arises, without the salary, benefits, and overhead of a full-time hire.

Who This Is For

Outside general counsel fits companies that have outgrown calling a lawyer only in an emergency but are not large enough to employ one. Typical clients include established small businesses, professional practices, family-owned companies, real estate ventures, and startups past the formation stage. The common thread is a steady flow of legal questions and a preference for a known point of contact over a different lawyer for every matter.

What It Covers

The scope is set to your business, but the work usually includes:

• Contract review and drafting. Customer agreements, vendor contracts, service agreements, and the commercial leases the business signs. See Contract Drafting, Review and Negotiation.
• Employment matters. Offer letters, employment agreements, confidentiality and trade secret protection, contractor classification, and restrictive covenants.
• Corporate governance. Keeping the entity in good standing, maintaining the formalities that preserve limited liability, and updating operating agreements as ownership changes.
• Dispute management. Early intervention on business disputes before they become litigation, and coordination of any matter that does proceed to court.
• Transactions. Counsel on acquisitions and sales and the financing that supports them.
• General business advice. The judgment calls that come up week to week, where a short conversation prevents an expensive mistake.

How It Is Structured

Outside general counsel is typically arranged on a flat monthly or retainer basis, which makes legal cost predictable and removes the hesitation to pick up the phone. Discrete projects that fall outside the ongoing scope, such as a business sale or litigation, are quoted separately. Every arrangement is documented in a written engagement agreement that defines the scope and fee, consistent with the Pennsylvania Rules of Professional Conduct.

Why It Works for a Smaller Business

The value is access and continuity. Because the same attorney handles the work from one matter to the next, there is no relearning the business each time, and small issues get addressed before they grow. The cost is a fraction of a full-time hire, and the engagement scales with the company rather than committing it to a fixed salary.

Common Questions

How is this different from just hiring a lawyer when I need one?

The difference is continuity and availability. Calling a lawyer for each new matter means re-explaining your business every time and often reaching out only after a problem has formed. Ongoing counsel means a lawyer who already knows the business and can be reached before a decision is made, not after.

What does outside general counsel cost?

It is usually a flat monthly or retainer fee set to the expected volume of work, which keeps cost predictable. The specific amount depends on the size of the business and the scope of support. Fee terms are set in a written engagement agreement before work begins.

Do you replace my litigation or specialized counsel?

Not necessarily. Outside general counsel covers day-to-day legal needs and routine disputes. Where a matter calls for specialized representation, I either handle it under a separate engagement or coordinate with the appropriate counsel so the business has a single point of oversight.

My business is small. Is this overkill?

If you sign contracts, employ people, or hold assets in an entity, you have ongoing legal exposure whether or not you address it. Ongoing counsel is a way to manage that exposure proportionately. For a very early-stage venture, project-based work may be the better fit, and the Business and Corporate Law overview points to those services.

Statutory content on this page was last verified against Pennsylvania statutes (20 Pa.C.S.; 72 P.S. Art. XXI): Jun. 2026. If you are reading this significantly after that date, confirm key provisions with current statute text or contact our office.