What Actually Happens in Your First 90 Days With Outside General Counsel

Deciding to bring on ongoing counsel is one question. What actually happens once the engagement starts is a different question: how the initial work is organized, in what order, and where the edges of the work sit. This is what the first ninety days generally involve, in what order, and where the edges of the work sit.

Why the first ninety days do not look like a single matter

A single matter has a shape. A contract arrives, it gets reviewed, it gets signed, and the engagement pauses. An ongoing relationship starts from the opposite position: before anything can be drafted or improved, counsel has to know what the business has already agreed to.

That is why the early weeks feel less like legal work and more like an audit. It can also surface questions that need to be addressed. If you are still deciding whether an ongoing arrangement is the right structure at all, whether ongoing counsel fits at all covers that question, and how legal work is priced and scoped covers the commercial terms.

Weeks one and two: the inventory

The first request is usually for documents rather than for a description of the problem. What generally gets collected:

• Agreements actually in force. Customer and vendor contracts, including agreements signed on the other party’s paper.
• Formation and ownership records. Entity documents, the operating agreement or bylaws, and any equity or option grants that have been promised or issued.
• Employment documents. Offer letters, contractor agreements, any handbook, and the intellectual property assignments that should sit behind both.
• The state footprint. Where the business has people, property, revenue, or customers. This information may affect whether the business should evaluate registration in a second state.
• Anything already on the calendar. Renewal dates, notice windows, filing deadlines, and any commitment with a date attached.

The initial list may be incomplete. The inventory is intended to identify the agreements and records that should be reviewed.

What each category covers

Those five categories are broader than their headings suggest. Documents kept outside a central contracts folder are worth searching for specifically.

• Agreements in force. Master services agreements and the statements of work underneath them, customer order forms, reseller and channel agreements, vendor and supplier terms, software subscriptions the business pays for, data processing agreements, non-disclosure agreements, and any term sheet or letter of intent that was signed rather than only exchanged.
• Formation and ownership records. The certificate or articles of formation, the operating agreement or bylaws and every amendment to them, the current capitalization record, board and member consents, and any equity that has been promised in an offer letter or an email but not yet documented.
• Employment documents. Offer letters, contractor and consulting agreements, the handbook and any policy that sits outside it, confidentiality and invention assignment agreements, and the agreements covering anyone who contributed to the product before the entity existed.
• Regulated or sensitive categories. Whether the business handles personal data, payment data, health information, or material belonging to a customer, and what the business has already told customers about how that information is handled.
• Anything with a date. Renewal dates, notice windows, annual report and franchise filings, registered agent renewals, insurance policy periods, and any milestone the business has committed to in writing.

What the state footprint question is asking

The footprint item asks for facts rather than conclusions. The question is not where the business is incorporated. It is where the business is actually operating, which is a factual inventory the business is best placed to assemble:

• Where employees live and work, including anyone hired remotely and anyone who relocated after being hired.
• Where contractors perform work, and for how much of their time.
• Any physical space the business leases, owns, or uses regularly, including storage and co-working arrangements.
• Where inventory, equipment, or servers are located.
• Where customers are, and what share of revenue comes from each state.
• Which licenses, permits, or registrations the business has already obtained, and where.
• Whether the business runs events or sends people to meet customers in person, and in which states.

Once those facts are assembled, counsel can evaluate whether the business has legal obligations in a particular state. Gathering the facts first is what makes that question answerable.

Weeks two to six: triage, and why the order is not arbitrary

Everything found in the inventory does not get addressed at once, and the sequence is not a matter of preference. Work generally moves in this order:

• Anything with a date. A notice window may have contractual consequences if it is missed, so deadlines are typically identified early in the triage process. This is why renewal and notice windows tend to move to the front of the list.
• Anything that blocks something else. Intellectual property assignments before a financing. Entity records before a diligence request. These are ordered by dependency, not by importance.
• The documents used most often. Documents used frequently may be prioritized because they recur in the business’s operations.
• Everything else. Genuinely low-exposure items can wait, and saying so is part of the triage rather than a failure of it.

How the order plays out against real facts

The sequence is easier to see applied to concrete situations. Three illustrations:

• A renewal notice window closes in three weeks. This moves ahead of items that may look more serious, because a missed notice window may affect the business’s available options. Items without a near-term deadline can be addressed after time-sensitive work.
• Two engineers never signed invention assignments, and a financing is scheduled. The assignments may be addressed before other work touching the product because they may be relevant to a planned financing and related diligence. This is a dependency rather than a judgment about severity.
• The customer agreement template contains a clause the business has not reviewed. If that template is signed several times a month, addressing it can come before a one-off agreement with a single counterparty, because the template repeats and the one-off does not.

None of these orderings states which issue matters most. Each reflects which item carries a date, which item blocks another, and which item recurs.

Weeks six to twelve: building what gets reused

The work shifts from finding and fixing to building. This is generally where a business gets its own paper, so that it stops starting every negotiation from a counterparty’s template, and where employment and governance documents are brought into a consistent form.

What a business’s own paper consists of

That phrase covers a specific set of documents. Which of them a given business needs depends on what it sells and to whom:

• A customer agreement the business controls. A master services agreement, a subscription agreement, or online terms, drafted so the business opens from its own positions rather than responding to someone else’s.
• An order form or statement of work that attaches to it. This can allow commercial terms to be documented separately from the underlying legal terms.
• A stated position on the key commercial terms. Limitation of liability, indemnity, data handling, and termination rights, with an opening position and a point past which the business would rather not go, decided before a negotiation rather than during one.
• Vendor and contractor templates. Including the confidentiality and intellectual property terms that need to be in place before work begins rather than after.
• Employment documents in a consistent form. Offer letters, contractor agreements, and the confidentiality and invention assignment terms behind both, so they say the same thing for everyone brought on after the engagement starts.
• Governance records that are current. Consents, resolutions, and equity documentation brought up to date. These records may be relevant in financing or acquisition diligence.

The practical objective is to give the business a starting point for its next contract, hire, or expansion into another state.

What steady state looks like afterward

After the initial period, the pattern is a cadence rather than a series of projects. The ongoing arrangement may give the business a regular channel for raising legal questions as decisions arise. Periodic review picks up what changed: new products, new states, new counterparties, new obligations.

That cadence generally includes a few components:

• A route for new questions. A defined way to raise a question while a business decision is still being considered.
• Review of incoming paper. Counterparty agreements read against the positions the business has already decided it will and will not accept.
• A calendar of dated obligations. Renewal and notice windows, annual filings, and registration renewals tracked somewhere other than one person’s memory.
• Periodic review of the templates. The business’s own paper revisited as products change, as the same terms get negotiated repeatedly, and as the business enters new states or new customer segments.
• A record of decisions. Why a position was taken, so prior decisions can inform later questions about the same issue.

What changes between the first ninety days and the period afterward is the ratio. The early work is weighted toward discovery and correction. Afterward, more of the work responds to what the business is doing now.

What sits outside an outside general counsel engagement

Before engaging outside general counsel, ask which work the engagement covers and which work is outside its scope. Ongoing engagements have boundaries, and those boundaries differ between practices. Areas worth asking about specifically:

• Litigation. Whether disputes sit inside the engagement, are handled separately, or are referred out, and what happens when a matter stops being a negotiation and becomes a dispute. Related reading: dispute resolution.
• Tax advice. Entity and transaction decisions can raise tax questions. Ask whether those sit inside the engagement or go to a tax adviser.
• Securities work. Drafting an investment instrument and analyzing which exemption a raise relies on, or handling the related notice filings, are different tasks. Ask which of them a given engagement covers.
• Trademark and copyright filings. Whether registrations are handled by the same attorney doing the commercial work, by other counsel, or referred out.

Before the engagement begins, ask where those lines fall and confirm the scope in the engagement agreement.

What to confirm the engagement agreement addresses

Scope should be addressed expressly in an engagement agreement. Before signing, confirm the agreement addresses each of the following:

• What work is included. Which categories of matter the engagement covers, stated specifically enough that a new question can be sorted into or out of it.
• What is excluded, and what happens then. Whether excluded work is referred out, handled by other counsel, or quoted separately, and who arranges it.
• Who does the work. Which attorney handles which categories, and how work involving another attorney or a referral is arranged.
• How fees are structured. How the arrangement is billed, what is included in it, what falls outside it, and how work outside the scope is authorized before it starts.
• How the relationship is managed. Who at the business is authorized to give instructions, how requests are received, and what response expectations apply.
• Conflicts. How conflicts are checked before new work begins, and what happens if one is identified partway through.
• How it ends. Notice for termination on either side, what happens to files and documents, and which obligations continue afterward.

Addressing these questions in the engagement agreement provides a written reference point if a scope question arises later.

What the business is responsible for

An outside general counsel engagement is not a function the business hands over entirely. Several necessary inputs come from inside the business, and they can affect the pace of the first ninety days:

• A single point of contact. One person who can answer questions about what was agreed, locate documents, and say what is a priority. This does not have to be a senior person. It does have to be a consistent one.
• Access to where documents actually live. Signed agreements can be spread across email, a shared drive, an e-signature account, and individual laptops. Counsel can work from an incomplete set, but cannot review what has not been produced.
• The commercial context. What the business is trying to achieve in a deal, which terms it cares about, and which it would trade away. Commercial context helps counsel understand which issues the business wants to prioritize in a negotiation.
• Decisions. Counsel can set out options and their consequences. Choosing among them is a business decision, and work can pause while those decisions are pending.
• Early notice. Raising a question while terms are still being negotiated gives counsel an opportunity to identify and discuss legal issues before signature.

What makes the first ninety days go badly

• The documents never arrive. When requested documents are delayed, the inventory and related work may also be delayed.
• No one owns the relationship internally. When questions route through whoever is free, context gets lost and the same ground gets covered repeatedly.
• Counsel is used as a document service. Sending an agreement for signature after commercial terms are settled can reduce the opportunity to address legal issues before execution.
• The engagement starts inside a live crisis. An urgent matter may take priority during the initial period and delay the inventory work.

Disclaimer

This article is general information from Accord & Shield Legal, PLLC and is not legal advice. Reading it does not create an attorney-client relationship. For guidance on your specific situation, please consult a qualified attorney.

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