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What Does a General Counsel Do?

Written and reviewed by Andrew R. Schneidman, Esq. · Last reviewed

A general counsel is a company's lead attorney and manages the entire legal function of the business: contracts, employment matters, vendor and partnership relationships, risk, and the legal dimension of strategic decisions. In large companies the general counsel is a full-time executive. Growing businesses get the same function through an outside general counsel engagement.

Andrew R. Schneidman served as general counsel of a large construction and real estate development company before founding Schneidman Law, where he now provides the general counsel function to businesses in Middle Tennessee and nationwide through flat-fee subscriptions.

What are the core responsibilities of a general counsel?

A general counsel carries 6 core responsibilities: managing the company's contracts, advising on business and legal strategy, handling employment matters, overseeing vendor relationships, structuring partnership and ownership arrangements, and identifying risk before the company commits to it.

The following are the 6 responsibilities in the order a growing business encounters them.

  • Contracts: drafting, reviewing, and negotiating every agreement the company signs or sends
  • Business and legal strategy: shaping decisions before they harden into commitments
  • Employment: hiring documents, policies, worker classification, and separations
  • Vendor relationships: negotiating terms and managing the agreements behind key suppliers
  • Partnerships: ownership structure, buy-ins, buy-outs, and governance among principals
  • Risk: spotting exposure early, when the fix is a redline instead of a dispute

How does a general counsel handle contracts?

A general counsel reads every significant contract before the company signs it, marks up the terms that shift risk onto the business, drafts the agreements the company sends out, and negotiates directly with the other side's counsel when terms need to move.

Contract work is the largest share of the role by volume. A business between $1 million and $20 million in revenue signs 3 to 5 significant agreements in a typical month: client agreements, vendor renewals, leases, financing documents. Each one arrives written to favor whoever drafted it.

The general counsel's value is context. Because one attorney sees every agreement the company touches, terms get consistent, obligations stop contradicting each other, and the company builds a set of documents that reflect how it actually does business.

What role does a general counsel play in business strategy?

A general counsel joins strategic decisions before they are made, not after. Expansion, new partnerships, major hires, large vendor commitments, and financing all carry legal structure, and the general counsel shapes that structure while the decision is still flexible.

This is the difference between a general counsel and a lawyer you call when something breaks. The general counsel knows the 12-month plan, so the advice arrives as strategy rather than triage: structure the deal this way, sequence the hire after the agreement, put the exit terms in now while both sides are friendly.

At Schneidman Law, this is why Level II Ongoing Counsel, the default engagement, is built around involvement before commitments, with live counsel calls and priority responsiveness. Strategy input only works when the attorney is in the room early.

How does a general counsel manage employment and vendor matters?

A general counsel standardizes the documents behind every hire, reviews classifications and separations before they happen, and negotiates the vendor agreements the business depends on, watching for auto-renewals, exclusivity clauses, and liability shifts.

Employment and vendor matters share a trait: each individual document looks routine, and the risk accumulates across dozens of them. One offer letter is simple. Twenty inconsistent offer letters are a liability. One vendor auto-renewal is an annoyance. Five of them are a budget the business no longer controls.

The general counsel treats these as a portfolio. Templates get built once and reused, renewal dates get tracked, and terminations get a legal read before the meeting instead of after it.

How does a general counsel keep problems from happening?

A general counsel prevents problems by being in the conversation before commitments are made: reviewing terms before signatures, flagging risk while a decision is still open, and keeping agreements clear enough that disagreements never take root.

Prevention is the quiet core of the job. A contract with clear payment terms, a defined scope, and a clean exit clause rarely turns into a dispute. An employment agreement that says what it means protects both sides. The general counsel's value shows up in the problems that never arrive.

That is also why timing matters more than volume. Five minutes of counsel before a commitment is worth more than five hours of cleanup after one. The best legal work is the work you never have to think about, because it was done right the first time.

Andrew’s take

Think of your general counsel the way you think of a primary care physician, someone who knows your business well and is the first call when something comes up. Like a good primary care physician, my real job is prevention: catching what could become a serious problem long before it does. Just as your doctor refers you to a specialist for something outside their scope, I can point clients to the right specialist when a matter falls outside transactional work, though with my guidance, that need is greatly minimized.

Can a business get a general counsel without hiring one full time?

Yes. An outside general counsel delivers the same function, contracts, strategy, employment, vendors, partnerships, and risk, through an ongoing engagement instead of an executive salary. The model fits businesses between $1 million and $20 million in revenue with no in-house counsel.

Schneidman Law structures the role as a flat-fee monthly subscription with three levels of involvement, from occasional contract review at Level I to executive-level strategic counsel at Level III. Hours are never counted at any tier, so the relationship runs on questions asked early rather than questions rationed against an invoice.

For a full breakdown of how the contracted version of the role compares to an employee, read outside general counsel vs in-house counsel.

Frequently asked questions

What is the difference between a general counsel and a corporate lawyer?+

A corporate lawyer is engaged matter by matter and sees the company through the window of one project. A general counsel owns the whole legal function continuously: every contract, hire, vendor, and strategic decision passes through one attorney who carries the full context of the business.

At what size does a business need a general counsel?+

The function becomes necessary around $1 million in revenue, when contracts, employees, and vendor commitments start arriving monthly. The full-time hire becomes justifiable well past $20 million. In the long stretch between, outside general counsel covers the role at a fraction of the cost.

What experience should a general counsel have?+

A general counsel needs transactional depth and operating context: years of contract, employment, and deal work, plus time inside a real business. Andrew R. Schneidman brings over 12 years of transactional practice, including service as general counsel of a large construction and real estate development company.

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