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Outside General Counsel & Fractional Chief Legal Officer
A legal department that knows your business, without anyone new on payroll.
What Is an Outside General Counsel?
An outside general counsel is a lawyer or firm that performs the ongoing role of an in-house legal department without being employed by the company. Rather than hiring an attorney onto payroll, a business retains outside general counsel to handle its day-to-day legal work (contracts, employment questions, compliance, disputes) on a continuing basis, usually for a fixed monthly fee.
A fractional Chief Legal Officer works a level above that. Where a general counsel manages legal risk, a CLO integrates legal into how the company is run: governance, growth, succession, the decisions made at board level. We provide both functions from outside the company, which is where our name comes from.
The practical difference from a traditional firm is continuity. We are not meeting your business for the first time when something goes wrong. We already know the contracts, the people, and the history, so the second matter never starts where the first one did.
What We Handle
Contracts, day to day
Reviewing what you are about to sign, drafting what you need signed, and negotiating the terms that matter.
Employment questions
Hiring, firing, handbooks, and the conversation you want to have before the termination, not after.
Compliance and risk
Licensing, regulatory obligations, policies, and the audits that find problems while they are still cheap.
Governance
Board advice, entity formalities, ownership changes, and keeping the corporate record defensible.
OGC of Record
We are listed as your law firm and copied on third-party communications, so counterparties know you have counsel.
Coordinating other counsel
When a matter needs a specialist or a different jurisdiction, we find them, brief them, and stay accountable for how it goes.
Not sure where your situation fits?
How We Work
We start inside the business
We like to begin on site, walking the operation, meeting the team, reading what you have already signed. Knowledge of a business compounds, and it cannot be acquired from a conference room.
We look for the path to yes
Most decisions a business owner faces are grey. Plenty of lawyers retreat to "no" because no creates no risk for the lawyer. We would rather tell you what the risk actually is, help you reduce it, and let you decide.
We answer the business question
Every legal question has a business decision underneath it. We do not stop at whether something is lawful. We answer whether it is wise, and what it costs either way.
Who Does This Work
Jordan W Gerheim
Founder and CEO. Serves as outside chief legal counsel to companies across multiple industries, and has started and run businesses himself.
Benjamin H. Kilborn, Jr.
Spent over a decade as in-house general counsel across real estate, hospitality, retail, and manufacturing. He has been the client.
Robert J. Riccio
A CPA with an LL.M. in taxation is the person you want when the legal answer and the tax answer are not the same answer.
Do You Need a General Counsel or a Chief Legal Officer?
The titles get used interchangeably. They are not the same job.
Manages legal risk
Integrates legal into strategy
Contracts, compliance, disputes
Governance, growth, succession, board
Answers the question asked
Raises the question nobody asked
Reports into the business
Sits in the room where it is decided
Day-to-day and this quarter
This year and the exit
Most companies need this first
Most companies need this by the time they are ready to sell
Not sure where your situation fits?
What It Costs
Related Services
Frequently Asked Questions
How is this different from having a law firm on retainer?
A traditional retainer is usually a prepaid pool of hours that resets, expires, or runs out mid-project. You are still buying time, just in advance. This is a fixed monthly fee for a defined, ongoing relationship: strategy sessions, written access, contract review, and your firm listed as counsel of record. The difference in practice is that you call us about small things, which is where most expensive problems get caught.
Do you replace the lawyers we already use?
Usually not. We frequently work alongside existing outside counsel, handling the day-to-day while a specialist firm keeps the matter it was hired for. Where a company already has one in-house attorney, we more often supplement them than replace them, because no single lawyer is equally strong across employment, transactions, intellectual property, and compliance.
How quickly do you respond?
Every plan includes a written message line straight to your attorney through a secure portal, for questions, document clarifications, and redline requests that do not need a scheduled call. Urgent matters get a phone call. The point of the arrangement is that reaching us is not an event.
At what point should we hire in-house instead?
Roughly when annual legal spend approaches $300,000 to $350,000, or when the work becomes concentrated enough that one attorney can genuinely cover it. Below that, most companies get broader coverage for less money from outside counsel. When you do reach that point we will help you find and vet the hire, and often stay on as outside CLO, specialist support, or overflow.
What is not included?
Litigation, court appearances, and highly specialized matters sit outside plan scope and are billed separately, at discounted rates for active Partner clients. We identify anything out of scope before it costs you a dollar. We also do not handle bankruptcy, criminal, or family law, though we will find you someone who does.
Do we have to commit to a plan straight away?
No, and often you should not. Many clients work with us on a project or two first, so we both learn what the ongoing need actually looks like before anyone picks a tier. We would rather recommend the right plan in month three than the wrong one in week one.
Related Insights
Stop Calling a Lawyer Only When Something Breaks
Book a Risk-Free Strategy Session and we will tell you what level of support your business actually needs, including if the answer is none yet.