Outside General Counsel

What does outside general counsel do for a growth-stage company?

Outside General Counsel sits inside the operating cadence of the company. That includes board cycles, deal cycles, hiring cycles, and the contract and regulatory questions that surface week to week. Instead of routing each question to a different firm and paying for re-onboarding every time, the company has one point of legal contact that already knows the cap table, the customer base, the vendor stack, and the regulatory posture.

The work usually shows up in five places at once.

• Board and corporate governance: board approvals, written consents, minutes, equity approvals, fiduciary-duty questions, and the documentation that has to hold up under diligence.
• Customer contracts: master agreements, statements of work, data terms, security exhibits, AI-use clauses, indemnity, limitation of liability, and renewal posture.
• Vendor agreements: software, AI tools, professional services, infrastructure, and confidentiality terms inbound to the company.
• Financing diligence: capitalization tables, equity approvals, prior-round documents, IP ownership confirmation, and the corporate cleanup that an investor or acquirer will ask for.
• Regulatory readiness: the state, federal, and cross-border regimes that touch the company’s sector, including AI, data privacy, cybersecurity, energy, and sector-specific frameworks.

When does a company need outside general counsel?

The clearest signal is recurrence. The same kinds of legal questions are showing up every month: a customer contract redline, a board consent, an equity grant, a vendor security exhibit, a regulatory question, an AI-tool review. The company is paying multiple firms by the hour, and each firm is learning the business again on the clock.

A few other patterns tend to surface around the same point.

• The company has reached the stage where customer contracts include security, privacy, AI, or indemnity terms that need legal review before signature.
• The company is preparing for a financing round, an acquisition, a strategic partnership, or a regulatory engagement, and the corporate record needs cleanup first.
• The board has started asking questions about AI risk, data risk, regulatory exposure, or governance posture that the company does not currently have a clear legal answer to.
• A founder, CEO, CFO, or operating leader is spending real time each week on legal work that should be handled by counsel.

What legal work fits inside an outside general counsel relationship?

The recurring legal function of a company. In practical terms, that covers board approvals and corporate governance, customer contracts, vendor agreements, confidentiality, IP ownership, capitalization tables and equity approvals, financing readiness, regulatory readiness, AI risk and AI governance, and the day-to-day operating decisions that have legal consequences.

Litigation, immigration, tax controversy, employment disputes, and other focused matters are referred to qualified outside counsel and coordinated through the Outside General Counsel relationship so the company still sees one consolidated legal view.

• Board approvals and corporate governance: resolutions, written consents, minutes, equity approvals, officer and director documentation, charter and bylaw maintenance, and the calendar that keeps governance current between board meetings.
• Customer contracts: master service agreements, software and platform agreements, data processing terms, AI-use and model-output terms, security exhibits, SLAs, and negotiation posture across the customer base.
• Vendor agreements: inbound software, AI tools, data providers, professional services, infrastructure, and confidentiality terms. AI vendor risk gets its own attention because the contract is where deployer obligations and indemnity allocation actually live.
• Confidentiality: NDAs in both directions, including the version used with investors, customers, partners, and prospective hires.
• IP ownership: employee, contractor, and advisor IP assignments, prior-invention disclosures, open-source posture, and the diligence record that financing and acquisition counsel will eventually ask to see.
• Capitalization tables and equity approvals: cap-table hygiene between rounds, option grant approvals, 409A timing, secondary-sale questions, and the equity record that has to match the corporate documents.
• Financing readiness: pre-round corporate cleanup, prior-round document review, IP confirmation, customer and vendor contract review for assignment and change-of-control terms, and the document set an investor will ask for.
• Regulatory readiness: mapping the company’s regulatory exposure across federal, state, and cross-border regimes, and keeping the posture current as rules change.
• AI risk and AI governance: vendor contracting, deployment posture, board reporting, and the legal record under the EU AI Act, the NIST AI Risk Management Framework, and US federal and state AI rules.
• Day-to-day operating decisions: the questions that come up in a Tuesday standup, an offer letter, a pricing call, or a partnership conversation.

How does Consilium Law structure the engagement?

The engagement begins with a scoping conversation. The founding attorney runs the conflicts review before any substantive discussion happens, so the first real conversation already has a clean conflicts posture. If the matter is not a fit, that gets said early.

If the engagement moves forward, the scope is set in writing.

• The legal areas inside the monthly engagement and the areas scoped separately.
• The expected cadence of board, deal, and contract work.
• The coordination posture with any existing in-house lawyer or other outside counsel.
• The reporting line for board-facing matters and the escalation path for time-sensitive questions.

How does outside general counsel support financing, contracts, and governance?

Financing readiness depends on a corporate record that is already in shape before a round is on the calendar. Outside General Counsel keeps capitalization tables aligned to the equity approvals, IP assignments on file for every contributor, prior-round documents organized for diligence, and customer and vendor contracts reviewed for assignment, change-of-control, and material-adverse-change language. When the round opens, the company is not building a data room from scratch.

Customer and vendor contracts are reviewed against a consistent legal posture, not against whatever a different firm did last quarter. That posture covers confidentiality, IP ownership, data terms, AI-use terms, indemnity, limitation of liability, and termination rights. Over time, the company has a contract record that holds up under diligence, customer security review, and regulator scrutiny.

Governance moves in parallel. Board approvals, equity approvals, written consents, and minutes stay current with the company’s actual decisions. That matters most at the moment a company least wants to deal with it: during a financing, an acquisition, or a regulatory inquiry. A financing diligence problem often traces back to a missed board approval or an open IP question on a customer contract, which is part of why these three areas sit together in the same relationship.

What does this cost?

Engagements are scoped around the company’s stage, cadence, and legal complexity. Many Outside General Counsel relationships are structured as flat monthly engagements, with larger transactions or matters that require focused subject-matter counsel scoped separately. The scoping conversation produces a written engagement letter that sets out what is inside the monthly engagement, what is scoped separately, and the review cadence.

There is no upfront retainer, no hourly invoice for short questions inside the monthly scope, and no billing for the time it takes to read a calendar invite.