The Outside General Counsel Model: How A Georgia Business Owner Decides When To Bring One On

On behalf of MacGregor Lyon

Quick Summary

As companies scale beyond the startup phase, the ad hoc approach to legal support becomes inadequate. Retaining outside counsel on a per-matter basis for every issue gets expensive. Hiring full-time in-house counsel may not be justified by the volume of work. An outside general counsel arrangement, often called the OGC model, offers a middle path that works well for growing Georgia businesses.

What An Outside General Counsel Does

An outside general counsel serves as the company’s primary legal advisor on an ongoing retainer basis rather than as a per-project resource. The attorney attends leadership discussions, reviews contracts before they are signed, identifies legal risk in business decisions before they are made, and coordinates with specialized outside counsel when a matter requires deep specialty expertise.

The relationship is continuous, not transactional. An OGC attorney knows the company’s business model, its key contracts, its existing relationships, and its tolerance for risk. That context reduces the time spent briefing a new attorney on background and improves the quality of advice on each individual question.

The OGC model also shifts the attorney’s role from reactive to proactive. A company with ongoing counsel is far less likely to sign a contract with a problematic indemnification provision or miss a regulatory deadline than one that calls an attorney only after a problem has already developed. Prevention is the primary value of the OGC relationship, even though enforcement is what makes individual legal advice visible.

The Cost Difference

A company that uses outside counsel reactively, calling an attorney when a problem appears, often pays more per matter than a company on an OGC retainer. Emergency counsel is expensive. Attorneys who must learn the client’s business from scratch for each matter spend billable time on context that a retained counsel already has.

The retainer model shifts the attorney’s incentive from billing hours to managing risk. Catching a contract issue before it becomes a dispute, or flagging a regulatory question before a filing deadline, costs far less than litigating afterward. For companies spending meaningful amounts on legal fees without a coordinator to manage the overall legal function, the OGC model frequently reduces total spend while improving the quality and timeliness of advice.

The right retainer structure depends on the volume and complexity of the company’s legal work. Some OGC arrangements include a set number of hours per month with a rate for additional work. Others operate on a flat monthly fee covering a defined scope. The structure should match the actual legal workload rather than forcing the company to choose between calling for help and incurring overage charges.

What The Company Gets

With an outside general counsel, the company has one attorney who understands the business, its industry, and its recurring legal questions. That context reduces the time spent getting a new attorney up to speed on each matter. It also improves the quality of advice because the attorney knows the company’s specific risk tolerance, its key relationships, and its business priorities.

Continuity matters in legal work in ways that are not always visible. The attorney who reviewed the company’s vendor contracts last year knows what the indemnification language says. The attorney who helped negotiate the key customer agreement knows what representations the company made. That institutional knowledge compounds over time and makes the company more legally resilient.

An OGC attorney can also manage the use of specialized outside counsel more efficiently. Rather than the company CEO or COO directing IP litigation, employment disputes, or regulatory matters, the OGC attorney coordinates those relationships, reviews work product, and ensures the specialized counsel understands the company’s broader objectives.

When The OGC Model Makes Sense

The OGC model works best for companies that have moved beyond early-stage operations and have a steady volume of legal questions but not enough to justify full-time in-house counsel. Technology companies, professional services firms, closely held businesses in growth mode, and companies making recurring acquisitions or entering new markets are common candidates.

The model is less suitable for early-stage startups where legal needs are sporadic and the cost of a retainer is not supported by the activity level, or for very large companies where the volume and complexity of legal work requires a full internal legal team. The fit is often clearest for companies in the $5 million to $50 million revenue range where legal questions arise regularly but the cost of in-house counsel is difficult to justify.

Transitioning From Reactive To Proactive Legal Support

Many business owners who shift to an OGC arrangement report that the most significant change is that legal advice becomes part of how decisions are made rather than a response to problems that have already occurred. Contract terms that seemed acceptable when the company had no regular counsel become visible problems once an attorney is reviewing them as a matter of course.

The transition from reactive to ongoing legal support also changes what the company knows about itself. A review of existing contracts, employee agreements, and vendor relationships by an OGC attorney often surfaces exposure that was never quantified. Addressing those issues in a period of normal operations is far less disruptive than discovering them during a sale, a financing, or a dispute.

The process of reviewing existing agreements as part of establishing an OGC relationship often surfaces issues that were never flagged: vendor contracts that assign IP to the vendor, employment agreements that do not include non-solicitation provisions, or operating agreements that have not been updated since the original members changed. Addressing those issues in a period of normal operations costs far less than discovering them when a transaction or dispute puts them in focus.

What An OGC Relationship Looks Like In Practice

An outside general counsel relationship is most visible when it prevents a problem. The OGC attorney reviews a vendor’s master services agreement before it is signed and catches an IP ownership clause that would give the vendor rights to tools the company uses across its business. The OGC attorney spots a gap in an independent contractor agreement that creates misclassification risk before the IRS audit that would have found it.

These interventions happen as a routine function of the relationship rather than as emergency responses. The business that has ongoing counsel also typically has better commercial agreements, more consistent confidentiality provisions, clearer indemnification structures, and operating agreements that have been updated as the business has grown.

For business owners who have relied on ad hoc outside counsel, the transition to an OGC relationship often produces a period of intensive review as the attorney gets up to speed on the existing contract portfolio. That initial investment pays returns over time as the attorney accumulates the context needed to give faster and more reliable advice on each new question.

The right outside general counsel is one who is willing to tell the business owner when a situation does not require legal intervention as well as when it does. The value of ongoing counsel is not in generating legal work, it is in helping the business know when to engage and when to proceed on its own. That judgment, applied consistently, is what makes the OGC relationship worth the retainer.

Speak With An Attorney

If you are evaluating whether an outside general counsel arrangement fits your company’s situation, MacGregor Lyon structures OGC arrangements for business clients in Atlanta and throughout Georgia.

The right time to establish an ongoing legal relationship is before a complex transaction, not after a problem has already surfaced. Call MacGregor Lyon to discuss how the OGC model works and whether it makes sense for your business.