Compensation and Alternative Approaches
In the first two topics, the “in-house counsel” role we’ve been discussing has been a senior position that’s basically a “General Counsel” or something similar. That would be a normal migration path for a company that had been using a law firm (or firms) to provide a variety of services. In many cases, a growing company’s need to raise capital by issuing securities is the catalyst that sparks the transition.
But what if your company would like the benefits of in-house counsel, but can’t afford a General Counsel’s salary, which may be in the neighborhood of $250,000 per year? Experts say there are several good alternatives.
First, if you really need an experienced general counsel, you can try to negotiate an alternative compensation plan that’s heavy on company stock and relatively light on salary. In effect, you are deferring compensation and, if your business is successful, the package could be far more rewarding for the attorney than the salary would have been. Here, you’ve got to be careful not to overpay. And definitely use a vesting schedule for any stock grants—otherwise future potential investors might view this one-sided commitment as a negative.
The second alternative allows you to cut costs by hiring a junior-level attorney. This person’s primary responsibility would be managing relationships with outside law firms. You’d get the insider’s perspective and commitment, with outside counsel providing the expertise. But you wouldn’t benefit from the judgment of a senior person on strategic business decisions.
The third option, known as “outsourced general counsel,” provides a middle path. Basically, you contract with a law firm that offers flexible arrangements depending on your needs. For example, they might provide access to a lawyer any time you need one, by the day, by the week, or at specific times that you designate in advance—such as for quarterly board meetings or other scheduled events.