What Does Outside General Counsel Mean?

Outside general counsel is a lawyer or law firm that handles a business’s general legal questions on an ongoing basis. The lawyer is not on the company’s payroll. The role covers the whole business, not one case.

This guide explains what outside general counsel means in plain language, how it differs from in-house counsel, and the kinds of matters it usually covers for South Florida businesses. KEW Legal is a Florida business law firm in Coral Gables and Sunny Isles Beach. Kristina E. Wilson is the lawyer responsible for this page.

What Does “Outside General Counsel” Mean?

Outside general counsel is a lawyer or firm that acts as a business’s main legal advisor without being an employee of that business. The term has two parts. “General counsel” is the job of leading a company’s legal affairs and advising its leaders on legal risk. “Outside” means the person doing that job works from outside the company’s payroll.

A business hires the lawyer under an agreement. The lawyer then answers legal questions across the company over time. Examples include a question about a supplier’s contract, a new employee policy, or a lease renewal. The work is ongoing, not a single matter that ends with one decision.

Some businesses use this arrangement when they don’t have an in-house legal department. Many small and mid-sized companies still face contracts, employees, leases, and ownership questions. An outside arrangement gives them a legal advisor for those questions without hiring a full legal staff.

Outside General Counsel vs. In-House General Counsel

An in-house general counsel is a salaried employee who works inside the company. Outside counsel is retained by the business under an engagement agreement. That difference in employment status shapes everything else.

An in-house lawyer receives a salary from the company and reports to its leaders as an employee. An outside lawyer is paid under the terms of the engagement. The lawyer works from an independent office and handles the matters the agreement covers.

If you searched for the difference between inside and outside counsel, the short answer is this. Inside counsel is employed by the company. Outside counsel is retained by it. Scope also differs. The engagement sets which matters the lawyer covers, not a job description.

For a fuller side-by-side comparison, read inside and outside counsel compared.

What a Lawyer Serving as Outside General Counsel Typically Handles

An outside general counsel usually handles business legal matters that fall within the lawyer’s stated practice areas. At KEW Legal, those areas include:

• Partnership disputes
• Business contract and vendor disputes
• Employment law for employers
• Business acquisition and sale
• Business succession planning
• Commercial leases
• Real estate investment
• Commercial evictions

The matters that come up depend on the business and the engagement. They are not a fixed menu.

Here is how a general question becomes a matter for counsel. A vendor stops paying an invoice. The lawyer reviews the contract and its payment terms before deciding on next steps. An owner wants to leave the company. The lawyer reviews the operating agreement and the ownership terms.

Commercial evictions follow specific rules. Fla. Stat. § 83.05 says a landlord recovers possession of nonresidential premises only through a court action, after the tenant surrenders the space, or after the tenant abandons it.

Some issues fall outside the engagement. In those cases, a matter may be referred to another lawyer or firm.

How a Partnership or Co-Owner Dispute Fits Into the Role

Partner disputes usually start with the governing documents, so counsel often reviews those first. For an LLC, the operating agreement governs relations among members. For a partnership, the partnership agreement plays the same role under Fla. Stat. § 620.8103.

Duties also matter. Under Fla. Stat. § 605.04091, the duties of loyalty and care apply to members of a member-managed LLC and to managers of a manager-managed LLC. Under Fla. Stat. § 620.8404, partners discharge their duties and exercise their rights consistently with good faith and fair dealing.

Records often decide what a co-owner can see. In a member-managed LLC, a member may inspect and copy company records during regular business hours on reasonable notice. Under Fla. Stat. § 605.0410, the company must respond within 10 days to a demand for information made in a record, stating what it will provide or why it declines, subject to the statute’s conditions and permitted restrictions. Partners have a similar right to books and records under Fla. Stat. § 620.8403.

Under Fla. Stat. § 605.0801, a member bringing a direct action against another member, a manager, or the company must plead and prove an actual or threatened injury that is not solely the result of an injury to the LLC.

How any dispute turns out depends on the agreements and the facts. A general explanation cannot predict that result. For related terms, see business partner theft terms.

Is Outside General Counsel Prestigious? Understanding the Title

No, the title describes a job, not a ranking of quality. General counsel is the title for the legal advisor role inside an organization. It tells you what the lawyer does for the business.

A better question is what the engagement covers. Look at the matters listed, how the lawyer is retained, and whether that scope fits your business. Those details tell you more than the title does.

The title can cause confusion when you see “deputy general counsel.” A deputy general counsel is typically a second-ranking legal officer under a general counsel, in a company that has one. The title describes internal reporting, not a separate kind of legal service.

Common Questions About the Role

An outside general counsel is the lawyer who handles a business’s legal questions on an ongoing basis, from outside the company.

Next Steps If Your Business Is Facing One of These Issues

If a partner, vendor, tenant, or employee problem has reached your desk, you didn’t choose that situation. You don’t have to work through it alone.

Maybe a co-owner has stopped sharing financial records. Maybe a commercial tenant is behind on rent and the lease terms are unclear. Maybe a vendor contract is in dispute, and a response date is already moving.

KEW Legal, based in Coral Gables and Sunny Isles Beach, offers a free, confidential initial consultation with no obligation to continue. Call 305-990-2300 or send us a message to talk through your situation.

For the full overview, see outside general counsel for businesses.