What is an “outside general counsel” and what can one do for your company, besides save you money?

Do you wish you could run legal and business issues past your lawyer whenever you need to, without worrying about getting billed for every call or email?  Having a trusted business attorney can be a great benefit to any business. He or she can advise on legal problems, of course, but can also identify and help prevent potential legal issues from arising, assist with compliance issues, and advise on broader business strategy.

When I worked in corporations as a general counsel, my business colleagues consulted me on a wide range of questions, both legal and business. They know the value of taking a preventive approach than waiting for trouble.  To give an analogy, it’s cheaper to change your car’s oil regularly and save that expense, rather than wait until your engine burns out and has to be replaced.

Larger companies can afford internal lawyers, but that can be expensive when you add in salary, benefits, and other costs.  Most small or mid-sized companies, even those with $25 million or more in revenue, may not enough ongoing legal work to support an internal general counsel.  However, they often have enough ongoing work that they do need to keep an eye on costs, and may be reluctant to “over-use” outside counsel, who often bill by the quarter or even the tenth of an hour.

A solution to this problem is often called “outside general counsel,” “virtual general counsel,” or “on-call general counsel.”  A company can have access to an experienced business attorney on a monthly retainer or subscription basis, which costs significantly less than regular hourly rates for outside attorneys.  The amount of legal assistance varies from company to company, and they can pay a monthly rate that varies with the amount of access and assistance needed.

These outside general counsel services usually include the following:

• A specified number of hours per month of free phone or email consultation
• Review of contracts and other agreements, including customer agreements, vendor contracts, confidentiality and non-disclosure agreements, and others
• Review the company’s employment and human resources policies, including the employee handbook, to make sure they comply with current law
• Attend board meetings and advise on governance matters, and prepare meeting minutes and resolutions
• Help select and supervise attorneys for more specialized needs, such as patent law, litigation, or tax law
• Monitor pending legislation and regulatory actions and advise on their impact and how to be in compliance
• Conduct employee training on topics such as sexual harassment

The fee that a company pays for outside general counsel services is mutually agreed to after a thorough review of the organization and its needs, and reviewed periodically to ensure that the arrangement is fair to both the client and to the attorney. And when that outside attorney has worked as an in-house attorney, or as a general counsel, he or she will have a particularly valuable perspective on how to work with and assist business owners and executives. If you have more questions, please call me at 720-575-0440 or email me at mark@spitzlegalcounsel.com.