General Corporate Counsel

Outside general counsel is what a business uses when it has enough legal questions to need a lawyer regularly, but not enough to justify hiring one as a full-time employee. The company works with an attorney who becomes familiar with its contracts, its ownership, and how it actually operates, and who handles matters as they come up rather than being briefed from scratch on each one.

Fisher Stone provides outside general counsel to New York businesses for a flat fee, quoted up front on each piece of work, with a licensed New York attorney handling the matter from start to finish. You reach that attorney directly by call, email, or text. There are no call centers and no handoffs to junior staff as new questions come up.

What ongoing counsel covers day to day

A business that is up and running generates a steady stream of legal questions, most of them smaller than a full formation or a sale but still worth handling correctly. Ongoing counsel is built around that kind of recurring work. Day to day, it typically includes:

• Reviewing and negotiating contracts before you sign them, including vendor agreements and customer or client terms
• Employment documents and hiring questions, from offer letters to how a new role should be classified, an area our employment agreements service covers in more depth
• Corporate housekeeping: annual minutes, member or shareholder consents, and keeping ownership and governance records current as the company changes
• Reviewing a commercial lease before you sign or renew it
• Brand and trademark issues, including clearing a new name or responding to a competitor using one too close to yours
• Responding to a demand letter from a customer, a former employee, or a vendor
• Recognizing when a matter calls for a different kind of specialist

That last item is also part of the job. An accountant handles detailed tax planning and filings (Fisher Stone’s own accounting and tax practice covers a good deal of that work directly), a litigator takes over once a dispute is headed to court, and a patent attorney handles an invention that goes beyond a name or a logo. An attorney who already knows your business is positioned to make that call quickly, rather than you finding out later that the wrong kind of help was brought in.

Why a lawyer who already knows your business matters

Calling a different lawyer for every matter means paying, in effect, for a briefing each time: who owns the company, what the operating agreement says, what your last contract with this vendor looked like, whether a similar issue has come up before. An attorney who already handles your ongoing legal work skips that step. They already have your governing documents, already understand your ownership structure, and already know how your business operates, so a new contract or a new hiring question gets handled faster and with a fuller picture of how it fits with everything else going on in the company.

This also means problems get caught earlier. An attorney who reviews your contracts regularly will notice when a new vendor agreement conflicts with one you signed last year, or when a lease renewal quietly drops a protection your last lease included. A lawyer meeting your business for the first time on a single matter has no way to know that.

When a growing business typically needs this

Most new companies start out calling a lawyer only when something specific comes up: forming the entity, maybe reviewing a single lease. Ongoing counsel tends to become worth it once a business is doing several of the following on a regular basis: signing new contracts with customers or vendors, making its first hires or bringing on independent contractors, committing to commercial space, or fielding enough of these questions that finding and briefing a new lawyer each time has become its own source of delay.

There is no fixed revenue figure or headcount where this becomes worthwhile. A business with a handful of recurring vendor contracts and a couple of employees may already benefit from having one attorney track all of it, while a business with fewer moving pieces may be well served calling a lawyer only as questions arise for longer. If you have not yet formed your company, our business formation service is the place to start. Ongoing counsel is for a business that is already operating.

Calling a lawyer as needed, outside general counsel, or in-house counsel

Businesses generally handle their legal needs one of three ways, and each fits a different stage of growth.

Calling a lawyer only when a problem or a specific project comes up works for a business with occasional legal needs. There is no ongoing relationship to maintain, but each matter starts from zero, and a lawyer unfamiliar with the business may need time just to get up to speed before addressing the actual question.

Outside general counsel, the arrangement Fisher Stone provides, sits in between. The business works with an attorney who already knows it and who handles matters as they come up, typically for a flat fee agreed on each piece of work, without the fixed overhead of adding an employee.

In-house counsel means hiring a lawyer directly as an employee. It gives a business a full-time, on-site legal presence, but carries the continuing cost of a salaried position, and usually benefits, whether or not a given month has enough legal work to justify it. Most businesses that reach this stage have grown to the point where legal work is close to a full-time job on its own.

The right level of support usually changes as a business grows

Many businesses move through more than one of these models over time. A new company calls a lawyer only when something specific comes up. As it takes on more contracts, more employees, and more recurring questions, outside general counsel becomes the better fit, since it covers that steady stream of work without the cost of adding a full-time position. A smaller number of businesses eventually reach a size where legal work justifies an in-house hire, sometimes alongside outside counsel for specialized matters such as trademark work or a transaction.

Fisher Stone’s flat-fee model is built for the outside general counsel stage. Each matter, whether it is a single contract or an ongoing relationship covering several issues over the course of a year, is quoted before the work begins, so the cost is clear regardless of how the relationship grows.