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Outside General Counsel

How Much Should I Actually Be Spending on a Lawyer Right Now?

How Much Should I Actually Be Spending on a Lawyer Right Now?

A founder usually calls a lawyer when something goes wrong. A customer contract becomes difficult to interpret. An employee issue suddenly feels risky. An investor sends over a term sheet with provisions nobody on the team fully understands.

The invoice arrives after the problem has already appeared.

That approach can work when the company is very small and legal needs are occasional. But as the business grows, reactive legal support can create its own problems. You may delay asking questions because you are worried about the cost. You may sign contracts without fully understanding them. You may also reach a financing or major transaction without counsel who knows the business well.

Once outside investors enter the picture, these gaps become harder to ignore. The issue is not simply how much you spend on lawyers. It is whether your legal support matches the speed and complexity of the company.

What Does Outside General Counsel Actually Mean?

Outside General Counsel, or OGC, is an ongoing relationship with a law firm that acts as a company’s legal resource without requiring the company to hire a full-time in-house general counsel.

Instead of starting from scratch every time you have a question, the company typically works with counsel under a fixed-fee or subscription arrangement.

The structure can make legal spending easier to plan. More importantly, it gives the lawyer an opportunity to understand the company’s contracts, equity structure, people, operations, and recurring risks.

That changes the relationship from reactive support to ongoing legal guidance.

What Changes When Legal Becomes Ad Hoc?

With ad hoc legal support, almost every issue can feel like a new project. A question may require a new intake call, a new engagement, and a new invoice.

That creates friction for founders.

You may decide that a question is “too small” to send to counsel because you do not know what the answer will cost. Small questions can then become larger problems when nobody addresses them early.

There is also a knowledge gap. A lawyer who only sees individual matters may not have the full picture of your contracts, cap table, employment practices, or other obligations.

OGC changes that dynamic.

A fixed monthly or fixed-fee arrangement can make spending more predictable. Your counsel already knows the company, so questions can often be handled faster. Counsel can also flag issues before they become expensive instead of learning about them after a problem has developed.

When Should a Startup Move Away From Ad Hoc Legal Help?

There is no requirement to wait until you become a large company. The better approach is to watch what is happening inside the business.

Certain events are strong signals that your legal needs have become too frequent or too connected to handle one issue at a time.

You Are Raising Money or Have Outside Investors

Once outside investors are on your cap table, legal questions become part of a broader relationship with shareholders and future financing.

You need to understand your equity structure, obligations, agreements, and representations. Having counsel familiar with the company can make those discussions easier to handle.

You Are Hiring Faster

Rapid hiring creates more than an HR workload. Offer letters, worker classifications, confidentiality provisions, invention assignments, and termination decisions can create legal exposure.

If hiring is moving faster than your ability to review these issues, occasional legal calls may no longer be enough.

Your Contracts Are Getting More Complex

Early customers may sign simple agreements. Later customers and partners may introduce detailed commercial terms, liability provisions, intellectual property rights, payment conditions, and termination rights.

The more important the contract becomes to revenue or operations, the more expensive it can be to misunderstand a provision.

A Major Deal Is Ahead

An acquisition, major partnership, financing, or other transaction can move quickly.

Starting a relationship with counsel only after the deal is underway leaves little time for your lawyer to learn the business, understand your risk tolerance, and identify issues before negotiations become difficult.

Common Founder Mistakes

  • Treating legal spend as a line item to minimize: Keeping legal spending near zero may seem responsible in the early stages. But once the company becomes more complex, the cheapest legal strategy can become the most expensive one. Contracts signed without proper review, hiring decisions made without a compliance check, or investor questions you cannot answer can all create problems later.
  • Assuming full-time in-house counsel is the only alternative: Founders sometimes believe there are only two choices: call a lawyer occasionally or hire a full-time general counsel. A full-time hire can run well over $300,000 a year in salary and equity. An OGC relationship can provide ongoing legal support without requiring that level of commitment.
  • Waiting for a crisis to build the relationship: Calling a law firm when a transaction is already moving quickly puts everyone under pressure. Counsel has not had time to understand the business, and you have less time to review or negotiate terms. Earlier involvement gives you more room to make deliberate decisions.

10-Minute Self-Check

Before deciding how to structure your legal support, work through this checklist:

  • Am I currently raising, or do I already have outside investors?
  • Have I signed a customer or vendor contract in the last quarter that I did not fully understand?
  • Am I hiring people faster than I can track offer letters and compliance?
  • Could I explain my current legal exposure in five minutes if asked?
  • Do I know what I spent on legal fees in the last 12 months?
  • Would a fixed monthly fee be easier to plan around than surprise invoices?

If you cannot answer yes to feeling in control on most of these points, ad hoc legal help may no longer be enough for the stage your company has reached.

Bottom Line

There is no universal dollar amount that every startup should spend on legal support.

Your revenue and headcount can provide context, but they do not tell the whole story. The better question is whether your legal relationship can keep pace with what the company is doing.

If you are raising capital, hiring rapidly, signing larger contracts, or preparing for a major transaction, legal support needs to become more deliberate. The goal is not to spend more simply for the sake of spending more. It is to have the right level of legal access before a preventable issue becomes expensive.

Ready to Build a Legal Foundation That Scales With You?

Join our upcoming Product Launch Master Class on September 29th, 2026. You will learn how to identify legal risks before launch, understand which agreements and policies your business may need, and prepare your company for customers, investors, and future growth.

Register now to build a stronger legal foundation before the next major business decision arrives.

Register now: https://primumlaw.com/product-launch-master-class/ 

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