Outside General Counsel — ongoing legal support for businesses that aren't ready for a full-time in-house lawyer.

The intake calls share a pattern. The CEO of a 40-employee NJ services business whose accountant has just said "you should really have a lawyer review this contract before you sign it" — for the seventh time this year, and who has realized that piecemeal hourly engagement isn't producing the consistency the business needs. The founder of a Series-A-funded startup whose investors require a "general counsel relationship" as part of the term sheet but for whom hiring a full-time GC is six months and several million dollars premature. The owner of a 30-year family business whose long-time lawyer has retired and who is looking for a replacement that can pick up the relationship without re-learning everything from scratch. The CFO of a mid-sized NJ distributor who has just renegotiated three major customer agreements in eight months and wants a more proactive legal relationship for the next round. The 65-employee professional services firm whose growth has produced enough contract activity that the partner-spouse who has been doing the legal work pro bono can no longer keep up.

Outside General Counsel is built for these companies. The arrangement provides ongoing legal support with predictability, responsiveness, and the depth of a full-service firm — without the cost of full-time in-house counsel. What ties those stories together is a company that has outgrown calling a lawyer only when something has already gone wrong, and now wants legal judgment available before decisions are made rather than after. The relationship is designed to grow with the business: OGC engagements often transition to fractional or full-time in-house arrangements as the company scales, with the firm continuing to handle the defined legal work that suits an outside team. The sections below set out what the retainer covers, what it deliberately does not, how it is billed, and how we keep the engagement clear of conflicts.

What's included in the OGC retainer.

The value of an OGC relationship is that the routine legal work of running a company stops being a series of one-off decisions about whether a matter is "worth a phone call to the lawyer." The retainer is built to cover the recurring legal needs that every operating business generates — contracts that come in faster than they can be read, employment questions that arise between hires, regulatory obligations that do not pause for budget cycles, and a board that needs its records kept correctly. A defined scope, set in the engagement letter, tells the company exactly what it can pick up the phone about without a separate fee conversation. A typical OGC scope includes the following:

• Contract review and negotiation. Vendor, customer, distributor, sales, NDA, service, licensing, supply, employee, consultant, separation agreements. Term review, key-issue identification, counterparty negotiation, drafting.
• Employment law — routine matters. Job descriptions, offer letters, employment agreements, non-compete and non-solicit drafting subject to Solari v. Maladysource enforceability principles, separation and severance arrangements, employee vs. independent contractor classification under Hargrove v. Sleepy'ssource, accommodation requests, routine NJ LAD compliance.
• Regulatory compliance. NJ industry-specific licensing; NJ Consumer Fraud Act (N.J.S.A. 56:8-1 et seq.)source; NJ TCCWNA (N.J.S.A. 56:12-14)source; data-privacy compliance; advertising-claims review; sector-specific regulations.
• Board governance support. Board-meeting preparation; board-materials review; minutes drafting; resolutions and consents; conflict-of-interest disclosures; major-transaction approvals.
• Vendor and customer onboarding. Contract execution; insurance and indemnification verification; W-9 collection; due-diligence verification.
• IP counsel coordination. Contract terms for confidentiality, assignment, licensing, and trade-secret protection, with specialty IP counsel handling trademark registration, copyright registration, patent work, and IP litigation.
• Real estate. Commercial-lease review for company operations, subleases, office moves, and transaction coordination.
• Insurance program review. Annual review of insurance coverage; certificate-of-insurance handling; claim notice and tendering.
• Routine M&A support. Initial review of inbound LOI and term sheet; pre-due-diligence preparation; coordination with specialty M&A counsel where the matter exceeds OGC scope.

What's excluded — and how it's handled.

An honest OGC engagement is defined as much by what it does not promise as by what it does. The matters below are excluded from the monthly retainer because they are episodic, document-intensive, or require a different specialty — folding them into a flat monthly fee would either inflate the retainer for every client or quietly shortchange the matter when it arrives. Excluding them is not a gap in service. It is how the arrangement stays predictable for routine work while still giving the company one lawyer who knows the business and can pull in the right specialist when something larger develops. The standard exclusions, and how each is handled:

• Litigation — any kind. Engaged separately, often within the firm's litigation practice.
• Major M&A — acquisitions, divestitures, mergers, significant equity financings. Separately engaged.
• Specialty IP — patent prosecution, trademark registration, copyright registration, and IP litigation. Coordinated with specialty IP counsel.
• Employment litigation — wrongful termination, NJ LAD claims, hostile-environment claims, retaliation claims. Firm does NOT maintain an employment-law practice; referred to specialty employment counsel.
• Specialty regulatory areas — securities, FDA, FCC, ITAR/EAR, healthcare-specialty (Stark, Anti-Kickback, HIPAA enforcement), environmental (CERCLA, NJ ISRA), banking.
• Tax — tax planning, returns, and controversy. Coordinated with the company's CPA or tax counsel.
• Personal matters of shareholders or executives — estate planning, family matters, personal litigation. The corporation is the OGC client; individuals engage separately.

How OGC is billed — and why the structure matters.

The point of an OGC retainer is to take legal cost off the list of things a company re-decides every month. Instead of weighing whether a contract is important enough to justify a bill, the company budgets a known monthly figure and uses the relationship freely for the routine work it covers. That predictability is the product. The structures below differ mainly in how they handle work that runs above the expected volume, and the right one depends on how steady the company's legal activity is from month to month:

• Monthly retainer with defined scope. Fixed monthly fee covering routine work within a defined scope; overage at standard hourly rates or with periodic retainer renegotiation. Typical range for NJ small-to-mid-sized businesses: $2,500-$15,000 per month, depending on activity and scope.
• Hourly with monthly minimum. Variation; pays at hourly rates with a monthly minimum.
• Project-based for separate matters. Matters outside OGC scope engaged separately on hourly or fixed-fee basis.
• Contingency-fee work (collections, where included). Under R. 1:21-7source with the rate applied to recoveries.

The engagement letter spells out the structure, included scope, excluded scope, overage mechanics, and renegotiation triggers. Most OGC engagements are reviewed annually with adjustments for actual usage.

No structure is fixed for its own sake. A company whose legal activity is steady and predictable is well served by a flat monthly retainer; one whose activity swings with deal flow may prefer an hourly arrangement with a monthly minimum so it is not paying a full retainer in quiet months. The annual review exists to catch the drift: if the company's real usage has outgrown the retainer, the fee is renegotiated up; if a quiet year leaves the relationship overpriced, it is adjusted down. The goal is a number that stays honest as the business changes.

Conflict-of-interest framework.

Because OGC is a continuing relationship rather than a single matter, the conflict-of-interest analysis is not a one-time intake formality — it runs for the life of the engagement. New counterparties, new adverse parties, and new disputes surface constantly in an operating business, and each one is checked against the firm's other current and former clients. The New Jersey Rules of Professional Conduct govern that analysis at every stage:

• RPC 1.7source (current-client conflicts). Pre-engagement and ongoing professional-responsibility review. The firm cannot represent the company against a current client of the firm on the same or substantially-related matter; some conflicts are waivable with informed consent in writing.
• RPC 1.9source (former-client conflicts). Prior representations of related parties may produce conflicts barring engagement on the same or substantially-related matter.
• RPC 1.10source (imputation). Conflicts of one firm attorney are imputed to the entire firm absent appropriate screening.
• RPC 1.13source (organization as client). The corporation is the OGC client — not the individual officers, directors, or shareholders. Conflicts between corporate interests and individual interests are navigated under 1.13's framework.

Resolution of conflicts during the engagement may require withdrawal (non-waivable), informed consent waiver (waivable conflicts), or referral of the specific matter to other counsel while continuing the broader OGC relationship. We address these issues at engagement and continually thereafter.

OGC vs. in-house counsel — when each makes sense.

The choice between Outside General Counsel and a full-time in-house lawyer is mostly a question of volume. A full-time General Counsel is the right answer once a company generates enough legal work to keep a senior lawyer busy and to justify a salary, benefits, and overhead — usually at larger revenue, larger headcount, and a more regulated footprint. Below that point, a full-time hire is an expensive way to handle work that arrives in bursts, and the company often still needs outside specialists for litigation and major transactions anyway. OGC is built for the in-between stage: enough ongoing legal need to want a lawyer who knows the business, not yet enough to fill a full-time seat. The figures below are typical ranges, not quotes; the right structure depends on the specific company, and we walk through the alternatives at the consultation. The table summarizes how the two arrangements compare:

Feature	In-house GC	Outside GC
Employment	Full-time employee	External law firm on retainer
Physical presence	Continuous; full immersion	Regular cadence (weekly/biweekly calls)
Scope	All legal matters	Defined in engagement
Specialty access	Refers to outside counsel	Direct firm access
Cost	$150K-$400K salary + benefits + overhead	$30K-$200K/year retainer
Best fit	$50M+ revenue, 100+ employees, regulated industry	$1M-$50M revenue, 5-100 employees

The two models are not mutually exclusive. Companies in transition often run a hybrid: a junior in-house lawyer handling high-volume routine work with OGC supplying senior counsel on complex matters; a fractional in-house lawyer for part of the week with the firm covering the rest; or OGC for the ongoing relationship with specific projects engaged separately as they arise. The revenue and headcount bands above are guideposts for the conversation, not eligibility rules — the better question is how much legal work the business actually generates, how predictable it is, and where the company expects to be in two years.

How an OGC engagement begins.

An OGC relationship starts with a working conversation, not a contract. The first consultation covers what the company actually needs a lawyer for month to month, which of those needs belong inside a retainer and which are better handled as separate matters, and where the firm's existing client relationships require a conflicts review before anything can proceed. From there we propose a defined scope and a fee structure matched to the company's real activity level, set them out in an engagement letter, and identify the single point of contact who will learn the business. Because the arrangement is reviewed annually and the scope is written down, both sides know from the outset what is covered, what is billed separately, and how the relationship adjusts as the company grows.

If your business has reached the point where piecemeal legal help is no longer keeping up — contracts stacking up, a board that needs its records kept, investors asking for a general counsel relationship, or a long-time lawyer who has retired — the next step is a consultation. We will map your current legal needs to a defined scope, walk through the billing structures and the in-house alternatives, and tell you plainly whether OGC is the right fit or whether project-based or full-time in-house counsel would serve you better. You can start with the form below, or call the firm directly.

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