How to soar when flying solo as a general counsel

Being an in-house lawyer is a great job. You do not have to spend time on business development, collecting fees, or tracking your time. More importantly, you get to be a key part of the business and have a seat at the table when critical decisions are made. That said, you only have one client, and you must do your utmost to keep them happy, which can be challenging.

Most in-house lawyers are part of a team that shares the burdens and challenges. Some teams are extensive, like a national law firm, and some are small, with only three or four people. The most challenging situation of all — and potentially the most rewarding — is taking a position as the only lawyer at the company. It is common to have a general counsel on board and no one else in the legal department.  Someone who accepts this role will want to build something from scratch, do things their way, and hope for a substantial economic payoff when the small or startup company gets big.

To succeed in such a role, you must enjoy the rocket-like pace and challenge of being the only lawyer at a company. Regardless of your reasons, there are a few things to know or do to thrive as a solo general counsel.

1. Clarify your role from the start

The first thing you must do before accepting the position as the solo in-house lawyer is to clarify exactly what your role will be. Are you expected to be part of the executive team and a trusted advisor to leadership and the board of directors, or will you be a scrivener whose primary role is to draft contracts and manage external law firms? While it’s likely to be some combination of both, be sure to get your role, duties, and expectations nailed down before accepting. Get all promises about your job in writing, including: 

• Compensation
• Bonus
• Equity
• Holiday entitlement
• Budget
• Severance arrangements
• Fees to join certain organisations
• Resources and technology
• Office location
• Ability to work remotely

If it is not in writing, then it could be illusory. Even a change in CEO or CFO can make any oral promise worthless. If you cannot get something in writing, think carefully before accepting the job. If you still wish to move forward, document your understanding of the offer and all the promises made. While not perfect, it’s best to be prepared for what could happen in the event of any problems.

Additionally, consider asking that your compensation and equity be pegged at that of your peers in the C-suite. Otherwise, you may find yourself out of the range of expected compensation. That said, it is on you to research the market for the position in terms of compensation.

2. Do your due diligence 

When joining any company, especially a small one or a startup, take some time to conduct due diligence to help verify that it is financially sound and maintains reasonable ethical standards. Here are some steps you can take:

• Financial. Locate any annual reports and financial statements. All limited company accounts should be available via Companies House online, or ask for copies of the last two years of financials. Talk with the CFO about the financial health of the company and ask them to walk you through the current P&L, cash flow statement, and balance sheet. Ask if the company has a credit rating and, if so, to see it. 
• Ethics. Search for the company in news outlets for any recent controversies, legal issues, or scandals. Platforms like LinkedIn and Glassdoor can provide insights from current and former employees about the company culture, management practices, and ethical considerations. 
• Company culture and values. Ask to see the mission statement and values. Review the company's website and public documents to better understand its mission, vision, and values. Glassdoor and Indeed offer employee reviews that can give you a sense of the company culture, work-life balance, and management's approach to ethical practices. You will likely see more negative comments than positive ones. Take everything you see — good or bad — with a grain of salt. 
• Network. Contact current or former employees within your network for their insights and experiences. 
• Legal and compliance check. Research to see if the company is involved in significant legal battles or has a history of legal issues. 

This is a big decision for you, probably with promising compensation and benefits. Do your due diligence so you can make an informed choice. If the company tries to discourage you from doing so, it might not be the right fit for you.

3. Gut instinct check

Before you agree to become a solo in-house lawyer, stop for a gut instinct check. It takes a special type of lawyer to be a general counsel operating alone. Consider the following:

• Have at least four years of experience. While it may sound exciting to be the general counsel, you will be making decisions on the fly and with intense pressure from the business. It is much easier to make the right decision when you have several years of experience under your belt. 
• Prepare to give up the perks of working at a law firm or a big in-house department. In this new job, you need to be self-sufficient and ready to work long hours to ensure everything gets done. You may no longer have an office or even a cubicle. Instead, you may share a long table with other employees and your rank as general counsel might not mean much.  
• Be ready to fly by the seat of your pants when making legal decisions. You need to become the ultimate do-it-all generalist — a legal Swiss Army knife. There won’t be time to go to external law firms, nor will you be able to spend hours researching the problem. Important decisions will be made with imperfect information in areas of the law where you have little background. Is this level of ambiguity something you are comfortable with?  
• Think about the level of risk you’re willing to work within. Your orientation will quickly become more “business” than “legal” most of the time. You must learn how to analyse risk quickly, lay out the options for the business, and, ultimately, live with what the company decides it needs to do. This takes a strong stomach.  
• Change how you think about compensation. The odds are high that your compensation will be low with some front-loaded equity. This method ensures you are well rewarded if the company takes off. 

4. Where did the money go?

Unless the situation is very unusual, becoming a solo in-house lawyer of a startup or small company means being very frugal. Money will be at a premium and there will be tremendous pressure to limit expenses. You may have no budget for external law firms, or what you do have will be tiny. You need a very fast education in frugality. Focus on these starting points:

• Review external law firm and vendor spend. Get a complete picture of all the company’s legal spending over the past several years, both internal and through outside law firms and other vendors. Identify the law firms and vendors by name. The company might use the wrong size firms for its legal work.
• Find a boutique law firm or sole practitioner. If there's any budget for external law firms, you can make it go a lot further by ditching big law firms and finding a small one, or even a sole practitioner, to help with legal work. Even if you come from a big law firm, you will quickly realise that you probably cannot afford your former colleagues. Instead, try to renegotiate rates to something reasonable for the company or find an individual who previously worked for a top law firm and then stepped out on their own. The work will be high quality, but the price will be drastically lower.
• Research specialist blogs. You can find a lot of free guidance, information, and forms on legal blogs dedicated to the general counsels of small or startup companies. Try starting with the Thomson Reuters legal blog. Another resource, qLegal, provides free legal advice, support, and resources to entrepreneurs, startups, and nonprofits.

If you can negotiate resources upfront before joining, Practical Law is consistently rated as the best resource for in-house lawyers, especially general counsel with no wider team. Practical Law gives you the guidance, research, forms, checklists, What’s Market, sample policies, practice notes, global coverage, and toolkits you need — all in a practical and useful way. You will find resources to answer just about any legal question or request.  

5. Learn the business

To be a successful in-house lawyer, whether as part of a large department or going solo, you need to learn the business of your company — most importantly, how it makes money. When working alone, you will be expected to know everything, not just one part of the business. The best way to do this at a startup or small company:  

• Reading everything you can about your company or that is produced by your company, especially documents prepared for investors.
• Trying product demos so you can see what your company’s products do and how customers use them.
• Asking questions. If you don’t understand something, ask someone to help.
• Making a friend or two in the business who can guide you in learning about the company — the more friends, the better.
• Understanding basic business finance, including how to read the big three — a balance sheet, income statement, and cash flow statement.
• Meeting with all senior leadership and asking about expectations, preferred communication methods, what they do and don’t want from a legal function, and how you can best help them succeed. Note that you are a one-person legal department with a small or nonexistent budget. There will be limits to what you can do.

6. Fix the basics first

Working for a startup often means many legal issues still need fixing. Still, you cannot fix it all, and certainly not at once. Focus on the basics, like where you and the company will get the biggest return on your time. A good place to start:

• Understanding the basic company documents. It’s possible the founders prepared these documents without considering all potential legal concerns. 
• Cleaning up or preparing documentation showing who owns what in terms of company equity. Understanding founder dilution in early financing is crucial as the company matures or seeks investors. 
• Getting the right human resources policies in place. It’s likely HR has been an afterthought at the company. Keep an eye on the company culture, as a poor working environment could result in lawsuits down the road. 
• Highlighting meat and potatoes compliance. Examples of foundational compliance include a business ethics policy and competition law. 
• Preparing form agreements for the company’s most used contracts and installing a repeatable contracting process.  Establishing standardized form agreements for frequently used contracts and implementing a consistent contracting process can significantly streamline legal operations and reduce risk. 
• Getting on top of data privacy and data security issues. Remember to think about laws affecting customers in the UK and abroad, where necessary.  Don’t forget that the GDPR applies to any company that processes the data of EU citizens, regardless of where the company is located. Also, be aware that more than a dozen U.S. states now have their own data privacy laws. 
• Protecting the company’s intellectual property (IP), including trademarks, patents, copyrights, and trade secrets. For many small companies, intellectual property (IP) is the crown jewel. If it gets improperly copied or stolen, then all the value of the company falls away.

7. Prioritise and delegate

If you take this job, you need to become an expert in two things — prioritising and delegating. You’ll have more on your plate than you can get done, even if you worked nonstop. Come prepared to hone your ability to decide what needs to be done now and what can wait. Fortunately, for most lawyers, the ability to prioritise is in their DNA. It’s how they survive. If it’s not instinctive, then brush up on the basics. A good guiding light is an Eisenhower Matrix, where you focus most of your time each day on matters that are urgent vs. important.

Another rule of thumb is to focus on the highest-revenue-generating contracts, as those are the lifeblood of any small company or startup. The more revenue coming in, the better for the company — and you. Similarly, even if you are the only lawyer, it doesn’t mean you cannot delegate. Hopefully, you have an excellent assistant. Tell them to let calls roll to voicemail and that you will keep your calendar. Instead, determine what types of tasks your assistant can take on for you. If it doesn’t require a law degree to accomplish, it is acceptable to delegate.

Also, consider whether there are others in the business who can take on tasks you have been assigned. For example, can someone in sales be trained to handle contract intake and gather all the necessary information to begin drafting the contract? Or, if it’s a form contract, can they do the first draft of the form for you? Push back on things that are not the responsibility of the legal department. While it's pleasant to feel needed, it's important to avoid becoming the default recipient for others' tasks. Stand your ground here. You can also reduce your workload by training employees on things like writing smart, data protection, contracts, and negotiation.

The more you can teach someone to handle certain tasks or avoid problems, the less work ends up on your plate. Checklists are great tools here.

8. Get comfortable with good enough

Perfection is the enemy of the practical. No one likes to be wrong, but in-house lawyers — especially a general counsel operating alone — rarely have the time or budget to track down every possible thread that could get pulled. Accept that good is usually enough. If you can reuse material, don’t reinvent the wheel. Most issues can and should be handled quickly and routinely.

There will be matters where you need to spend more time, and it’s essential to clearly identify them. If the board of directors is involved or it’s a high-stakes issue, then take the time to solve the problem exactly right. But those instances are generally rare.

Your daily responsibilities largely involve producing a significant amount of work efficiently while maintaining a balance that aligns with the company's acceptable level of risk, which may be higher than what you, as a legal professional, might typically be accustomed to.

There might be an error somewhere, though a good checklist helps avoid the most glaring errors. It happens. The sky will remain intact, so let's shift our focus and energy to the next project.

When determining what is good enough, focus on: 

• Understanding the business objectives. Recognise the business goals and how your legal work aligns with them. If you can sufficiently mitigate risk without impeding the business objectives, it can be considered good enough — additional efforts may yield diminishing returns. 
• Managing resources. Consider the resources available — time, human resources, and budget. If additional effort will result in minor improvements at a disproportionate cost, it might be time to stop. 
• Meeting deadlines. In many cases, meeting a deadline is crucial. If additional work causes significant delays that could impact business operations or opportunities, it might be better to prioritise timeliness. Evaluate the significance of the task. For high-stakes matters, a higher level of thoroughness is warranted. For less critical tasks, go with good enough.
• Asking questions. Talk with your business colleagues. If they are satisfied with the work and believe it meets the necessary standards, it might be fine to stop. 
• Being practical. Legal solutions should be practical and applicable. Over-analysis or striving for perfection in every aspect can be counterproductive. Use past experiences and outcomes to gauge what level of detail and thoroughness is typically required and has been successful.
• Avoiding analysis paralysis. Be wary of overanalysing to the point where it hinders decision-making or action. Sometimes, a decision, even if not perfect, is better than nothing.

9. Build a network

You may be a department of one, but you are not alone. Focus on ways to build a network of lawyers — in-house or outside — that you can talk to and bounce ideas off. Building such a network allows you to expand your department without adding headcount. Consider joining organisations like the In-house Network for events, online content, and activities. Look for legal message boards where you can post questions and ask for forms.

Likewise, some industry-specific legal organisations, such as the Society for Computers and Law, have groups for in-house lawyers. Or create your own organisation of general counsels at small or startup companies to accomplish the same results. The key is knowing you can have a network of in-house lawyers in similar positions to help and share resources.

10. Think about the future

You may be all by yourself today, but down the road, you may have the opportunity to expand the department and start to hire lawyers and staff. You should think about expansion from day one. As you go about your daily work, keep notes about what legal issues the company is facing and — if you have the chance — how you would expand the legal department to deal with those issues.

Keep track of how much money you are spending with external law firms and how bringing that work in-house would reduce those costs. Or, if there are contracts that are lost or substantially delayed because you don’t have the time to deal with them, capture that lost opportunity cost as well. Ultimately, you’ll want to present a compelling business analysis of why adding headcount makes sense for the business.

11. Know your client is

Remember that you are not the founder’s or the CEO’s lawyer; you are the company’s lawyer. This is typically not an issue when the founder is the sole shareholder and board member. When other investors come on board, you must be aware that under the rules of professional responsibility, you represent all the investors, management, and the board. You must seek to do what is in the best interests of the company and not any one employee. Doing this is easier said than done. One way to get it right is by clarifying your role before you join the company. Regardless of who you represent, it is important to show value every day. You must continuously show management they made the right decision by hiring an in-house lawyer.

Start by simply keeping senior management up to date on current projects and your key accomplishments. Show how they are saving or making money by having an in-house lawyer instead of paying for external legal advisers.

Finally, get used to saying yes. Doing so doesn’t mean you cave on everything — just understand what risks the company believes are worth taking. Legal doesn’t run the business. Taking risks may be the only way smaller or startup companies can get where they need to go. Be ready to guide and support them as they navigate through their early stages.

Find success as a solo general counsel

It takes a very special lawyer to be a legal department of one. If this is the path you've selected or are thinking about, it could be challenging and fulfilling. That said, not every startup or small legal department operates on a shoestring. Many do not. Understand what you are getting into, get it in writing, turn frugality into an art form, and cultivate an assertive stance on risk management.

If you have access to Practical Law, you will have many of the resources needed to do the job — and do it well.