Question 1

What does 'outside general counsel' actually mean?

Accepted Answer

We function as your in-house lawyer without the salary. You call us first when something legal arises — contracts, employee issues, vendor disputes, founder disagreements — and we resolve or escalate as warranted. Most engagements are flat-fee or capped retainer with a defined scope. Specialist work outside scope gets quoted separately.

Question 2

We have a co-founder dispute. Where do we start?

Accepted Answer

With your operating or shareholders' agreement if you have one. If not, with a frank conversation about what each party wants and what the company is worth. Most co-founder disputes settle. The cheapest path is structured negotiation with both sides represented and a credible BATNA on each side. The most expensive is litigating blindly.

Question 3

Do you handle franchise FDDs?

Accepted Answer

Yes — for both franchisors (drafting, multi-state registration, rollouts) and franchisees (review, negotiation, post-signing disputes). The FDD is a regulatory document with real teeth. Most franchise disputes originate in Item 3 (litigation), Item 7 (initial investment), Item 19 (financial representations), and Item 21 (financial statements).

Question 4

We're considering a fundraise. How early should we involve you?

Accepted Answer

Earlier than you think. Term-sheet issues are vastly cheaper to fix at term sheet than at definitive agreement. Common items: liquidation preferences, anti-dilution, drag-along thresholds, founder vesting, board composition, protective provisions, information rights. Founder-friendly term sheets often hide founder-unfriendly definitive agreements.

Question 5

An employee just left and may have taken our customer list. What's our first move?

Accepted Answer

Today: lock accounts, preserve email, snapshot the file system, confirm device returns. This week: send preservation-of-evidence letter, review NDA and non-compete, assess trade-secret eligibility under DTSA. Within two weeks: decide on TRO or preliminary injunction. The window is short — delay weakens your TRO showing.

Question 6

What's the difference between a flat fee and a retainer?

Accepted Answer

A flat fee is a fixed price for a defined scope — like $5,000 to draft a partnership agreement. A retainer is recurring monthly payment for ongoing access — like $4,000/month for general-counsel services. Retainers can be true (paid regardless of usage) or replenishing (pre-funded balance against hourly). Most outside-GC retainers are true retainers.

Question 7

We're being sued. Should our outside GC defend us?

Accepted Answer

Sometimes. We handle litigation directly when it's in our practice areas — real-estate, fiduciary, IP, insurance, construction, business — and there's no conflict. Outside that, we coordinate with specialist counsel as your single point of contact. The advantage: relationship, historical context, and business priorities don't get lost in handoff.

Outside general counsel for owner-operated companies

About this practice

From the Library — Closely-Held & Owner-Operated Businesses writing