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Corporate & Startups
How ongoing outside general counsel arrangements work, which businesses benefit most, and what to expect.
As a startup grows, legal questions start coming from every direction. The founders want to launch their product in a new state but aren't sure what regulatory requirements apply. They're preparing for another financing round and need to negotiate terms with investors. An investor raises questions about the company's regulatory compliance. A prospective customer sends over a commercial agreement with unfamiliar liability provisions. They’re hiring a new engineer and need to make sure the company owns the intellectual property developed.
The legal questions are multiplying, but the company isn't ready to hire an in-house legal team. Engaging different lawyers for each issue can be expensive and inefficient, particularly when each new lawyer needs to learn the business from scratch.
Pacific Street Law's outside general counsel (OGC) program offers another approach. Our lawyers become an extension of your team, working alongside you on an ongoing basis. You get direct access to experienced counsel who already understands your business, can answer questions quickly, and provides ongoing support at a clear, agreed-upon price.
An OGC relationship works much like having an in-house lawyer, without needing to hire one. Instead of engaging counsel separately for every matter, you have an established legal team available to answer questions as they arise.
At Pacific Street Law, we integrate directly into the way our clients work. Our lawyers communicate through Slack, Telegram, Signal, email, and whatever channels their teams already use. Founders can send us a quick question, include us in internal discussions, or bring us into a conversation with investors or business partners.
Often, the question is straightforward: Can we agree to this provision? Do we need investor consent? Are there regulatory implications to launching in another state?
Other times, the issue requires more substantial work. Either way, the client has someone to call who already knows the business.
That familiarity makes a difference. Our lawyers understand the company's ownership structure, existing agreements, regulatory obligations, and plans. We can respond quickly without needing to be brought up to speed each time something comes up.
The result is legal support that feels like part of the company, allowing founders to make decisions and keep moving.
The advantage of an ongoing relationship becomes especially clear when legal issues in different parts of a business overlap.
Consider a financial technology company raising capital while managing regulatory compliance across multiple states and preparing to launch a new investment product.
The financing documents may require investor consent before the company forms a special-purpose vehicle (SPV) or enters into certain transactions. A lawyer advising only on the product launch might not be familiar with those requirements. But counsel who negotiated the financing and remains involved in the company's operations can identify the issue before it delays the launch.
That knowledge is also valuable during the financing itself. Understanding the company's future plans allows counsel to negotiate appropriate exceptions to restrictions that might otherwise interfere with anticipated products or business structures.
And because the same lawyer understands the company's regulatory obligations, they can help draft representations to investors that accurately reflect its compliance position and account for the possibility that applicable laws may change.
These are the kinds of interconnected issues we encounter in our work with growing companies. The value comes from understanding what the business has done, what it is doing now, and where it intends to go.
For startups and growing businesses, the work commonly includes:
Pacific Street Law has experience across these areas, allowing clients to bring a broad range of questions to one firm. When a matter calls for additional expertise, we can identify and coordinate specialized outside counsel and manage those workstreams so you can stay focused where your attention is needed most.
Our lawyers have also advised dozens of businesses through different financings, ownership structures, regulatory challenges, and stages of growth. Clients benefit from that broader experience, including perspective on situations their own company may be encountering for the first time.
You don't need a large company to benefit from OGC. Some of our clients are small founding teams without a single in-house lawyer. Others have grown substantially or already employ their first legal hire.
What matters is whether legal questions arise often enough, or carry enough significance, that having an experienced lawyer readily available would make the business run more smoothly.
For a two-person startup developing a product, raising capital, and signing its first customer agreements, legal questions can occupy a surprising amount of the founders' time. OGC gives them someone to turn to without building an internal legal department.
OGC can also be valuable for companies with a small in-house legal team. A company's first lawyer may be responsible for an enormous range of issues. We can work alongside that person, providing additional capacity, specialized expertise, and support on transactions or projects that would otherwise stretch the internal team.
For businesses with only an occasional, isolated legal need, engaging counsel for a specific project may be more appropriate. And as a company becomes large enough to support a full-time general counsel or legal department, hiring in-house may make sense.
Outside counsel can still play an important role at either stage.
Your lawyer is available when you need them. Instead of finding counsel and opening a new engagement whenever something comes up, you can message someone who already knows your business. Small questions get attention before they become larger problems.
You get experienced judgment. Our lawyers have worked with companies through different financing rounds, regulatory issues, commercial negotiations, and stages of growth. That experience helps us recognize problems and opportunities that founders may not have encountered before.
Your legal team understands the whole business. We know your agreements, investors, operations, and plans. That context allows us to identify connections across matters and provide advice with the broader business in mind.
You have access to broader legal resources. Our team can handle a wide range of matters and coordinate additional specialists when needed, without requiring founders to manage numerous legal relationships.
You know what to expect on legal fees. Our ongoing arrangements have an agreed scope and upfront pricing, so clients understand what support is included and how larger projects will be handled.
We believe legal pricing should make sense for the business and provide clarity from the outset.
At Pacific Street Law, we agree on upfront pricing for a defined scope of ongoing legal work and attorney availability. The arrangement reflects the company's needs, including the types of matters it expects to encounter and the level of access and support it requires.
If a larger project arises outside that scope, such as a financing round, acquisition, or significant dispute, we discuss the additional work and agree on separate pricing in advance.
This allows clients to budget for legal services and ask routine questions without worrying about unexpected bills. They know what their ongoing relationship covers and can make informed decisions when additional work is needed.
Our technology-driven operating model helps us deliver sophisticated legal services efficiently, with experienced attorneys directly involved in advising clients.
What is outside general counsel? An external attorney or law firm that serves as a company's ongoing legal adviser, providing many of the benefits of an in-house legal team.
What size company needs outside general counsel? There is no minimum size. OGC can make sense for a two-person startup, a growing business, or a company with a small internal legal team.
How is OGC different from hiring a lawyer for a specific matter? OGC is an ongoing relationship. Your lawyer already understands your business, is available for questions as they arise, and can see how legal issues across the company connect.
What does outside general counsel handle? Common matters include fundraising, contracts, employment, intellectual property, regulatory compliance, investor relations, and legal questions arising from day-to-day operations.
Can OGC work alongside an in-house lawyer? Yes. It can provide additional capacity and specialized expertise, particularly for companies with only one or two internal legal hires.
How does pricing work? Pacific Street Law provides upfront pricing for an agreed scope of ongoing services and availability, with separately agreed pricing for larger projects outside that scope.
What's the biggest benefit? Experienced lawyers who feel like part of your team, can answer legal questions quickly, and provide support at a predictable cost, freeing founders to focus on growing their companies.
At Pacific Street Law, we work closely with founders and growing businesses as their outside general counsel. Our goal is to provide the accessibility of an in-house legal team, the experience of lawyers who have advised businesses across industries and stages of growth, and pricing that clients can plan around.
Whether you're building a company without in-house counsel or looking to support your first legal hires, we're here to handle the legal questions so you can focus on building your business.
Contact Pacific Street Law to discuss an outside general counsel arrangement that fits your company.
This article is for general informational purposes and does not constitute legal advice.
