What Should My Outside General Counsel Review Every Quarter?

When was the last time you talked to your lawyer about something that was not already broken?

If the honest answer is “only when a contract dispute came up,” your outside counsel relationship is running in pure reaction mode. That works until it does not, and by then you are mid-negotiation, mid-raise, or mid-audit with no time to fix what was skipped.

Scaling changes your legal exposure faster than most founders track. Headcount, revenue, and new markets quietly trigger new obligations. A quarterly review catches them before an investor, acquirer, or regulator does.

Plain-English Breakdown

Contract Renewals and Expirations

Contracts do not manage themselves. Your quarterly review should flag:

• upcoming renewal or auto-renewal dates
• expiring exclusivity or most-favored-terms clauses
• vendor contracts nearing a price increase window
• customer contracts with terms that no longer match how you operate

Miss a deadline and you either lose leverage to renegotiate or get locked into terms you have outgrown.

Employment Classification and Coverage

As headcount grows, classification risk grows with it. Every quarter, you should check:

• whether contractors are still functioning like contractors, not employees
• whether new hires in new states triggered registration or benefits obligations
• whether insurance coverage, including D&O, still matches your headcount and risk

This is exactly where funded companies get exposed. Misclassification and coverage gaps surface hardest during diligence, when you need clean answers fast.

IP Assignment for New Hires and Contractors

Every person who touches your product needs a signed IP assignment on file. This gets missed with contractors and fast-hired engineers. A gap here means your company may not actually own work sitting in your product, which is one of the first things a buyer’s counsel tests.

Compliance Triggers Tied to Growth

Certain thresholds change your obligations automatically. Crossing them unnoticed is how companies end up out of compliance without deciding to be. A quarterly check confirms whether your growth crossed a threshold for registration, benefits, or regulatory filings.

Common Founder Mistakes

• Only Calling Counsel When Something Breaks. Founders treat outside counsel like a fire department, not a maintenance team. Reactive calls cost more and land under pressure. A standing review catches the same issues while they are still cheap to fix.
• Assuming Last Quarter’s Answers Still Hold. A company fine at 12 employees is not automatically fine at 30. Founders assume their legal posture is static once setup is done. Growth changes the answer to nearly every compliance question, on a rolling basis.
• Skipping the Data and Privacy Review. This is the item founders forget most. As you add vendors and AI tools, your data practices drift from what your privacy policy says. Nobody catches this until a customer’s security team or a regulator asks a question your policy cannot answer.

10-Minute Self-Check

• Do you know every contract expiring or auto-renewing in the next 90 days?
• Have you confirmed all contractors are still correctly classified?
• Does every new hire and contractor have a signed IP assignment on file?
• Is your insurance coverage still matched to your current headcount and risk?
• Have you crossed a headcount or revenue threshold that triggers a new compliance obligation?
• Does your privacy policy still reflect what your product and vendors actually do with data?
• Has your outside counsel actually reviewed these items in the last 90 days?

If you cannot answer yes to all of these, your legal review is reactive, not proactive, and that gap gets more expensive every quarter you wait.

Bottom Line

Exposure at a scaling company does not announce itself. It accumulates quietly in contracts and policies nobody revisits until something forces the question. A standing quarterly review turns that exposure into a routine check instead of an emergency.

Ready to Close the Data and Privacy Gap Your Quarterly Review Keeps Skipping?

Download our free Data Mapping Worksheet to identify where personal information is collected, stored, and transferred throughout your business. Mapping your data before updating your privacy documentation helps ensure your policies accurately reflect how your product actually works.

Get the free worksheet: https://primumlaw.com/data-mapping-worksheet/?post_type=page