Your Outside Counsel Reflects You: Managing with Intention

Part 1 of this series focused on how to choose outside counsel with intention. This is critical because the firms and people you bring into the room reflect your judgment, leadership, and values. 

But hiring well is only the start. Once you’ve chosen your outside counsel, they become part of your extended team. And, like your internal legal team, how they perform ultimately becomes a measure of how you are performing in the GC role. Managing the GC-outside counsel relationship, like managing any high-performing team, takes clarity, communication, and trust. It’s not just assigning work, tracking time or reviewing bills. It’s shaping the relationship, working as partners, and constantly seeking ways to optimize the services being provided and maximize the value created for your company.  

So the question becomes, how do you move from hiring well to managing well? 

Relational or Transactional? 

Not every engagement is meant to be long-term. Sometimes a firm is engaged for a discrete project based on specific expertise or other factors, and that works fine. But when the goal is a long-term relationship — the kind where the firm knows the business, the team, and how the GC likes to work — some guardrails are essential. 

For those relationships, both sides are watching and learning. You are watching and learning about your outside counsel, and they are learning about you. Outside counsel will form opinions about you and the company based on how expectations are set, feedback is given, and the business side of the relationship is handled just as much as the legal work itself. 

Start with Clarity 

The Engagement Letter 

An engagement letter sets expectations, creates alignment, and provides finance with a record of the relationship. It should always be reviewed carefully and negotiated if  the terms do not work for you. 

Key provisions to check include notice before rate increases (30–60 days is reasonable), approval rights for staffing changes, and clarity around conflict waivers. Pay close attention to any attached “terms and conditions,” especially provisions about file ownership, AI use, or travel, late night working meal charges, legal research, and other administrative overhead costs that should be covered by the firm.  

Outside Counsel Guidelines 

Some in-house counsel find these helpful for consistency, especially when managing many firms and large matters; others see them as lengthy aspirational documents filled with rules that are not enforced. 

The most effective approach is to identify the few rules that really matter — for example, no new team members without approval, limiting the number of lawyers on a call, or requiring specific billing formats, and enforce those consistently. A mismatch between what’s written and what’s enforced creates confusion and can undermine your credibility. 

Assign Work Thoughtfully 

One common challenge is misaligned deliverables. A simple question can turn into a 20-page memo few in-house lawyers have the time or need to read. Unless specifically requested for a new or unsettled area of law, the business is usually looking for a usable answer, not a law review article. This disconnect happens both when in-house counsel fail to set expectations clearly and when firms assume “more” is always better. 

Avoid surprises by being specific about what’s needed: a formal memo for the file or a short email with key points? Senior partner expertise or junior support? Written product at all, or just a quick conversation? Also share what doesn’t work — overly long memos, last-minute invites, or too many people on calls. And, when possible, provide realistic timelines. Urgent matters arise, but constant Friday evening fire drills damage goodwill. 

Invest time early in teaching outside counsel about the business and leadership team. The better they understand the company, the more practical and effective their advice will be. Preparation also helps them succeed in front of the C-suite, where credibility hinges on offering solutions, not just reciting risks. Those moments ultimately reflect on the GC’s judgment in choosing who to bring into the room. At the end of the day, legal’s role is to help the business move forward — finding solutions, not creating more problems. 

Finally, be upfront about communication preferences — whether issues should be escalated immediately or bundled into updates, and whether calls, emails, texts, or memos are the preferred format. Clear guidance saves time for everyone. 

Setting clear expectations on the work product is one side of the equation; managing costs and billing practices is the other. 

Fees and Billing: Clarity Plus Trust 

No matter how strong the legal team or how much value it delivers, the business will inevitably view legal as a cost center. Salaries are already an expense, and outside counsel spend is an additional one that must be explained and justified. Especially in companies with tighter budgets, it is critical that every dollar is well spent. Predicting and explaining legal spend builds trust internally and reinforces that legal is a means to an end. 

Best practices with outside firms include: 

• Share billing expectations up front. 

• Ask for estimates, budgets, caps, or discounts as needed. 

• Explore alternative fee structures: flat fees, blended rates, caps, or success-based pricing. 

• Review bills for reasonableness, not perfection — avoid micromanaging, but raise issues respectfully. If a bill feels high, raise the concern early. 

• Ensure the team’s time entries align. Inconsistencies, like two lawyers recording different lengths for the same call, erode trust. 

• Be the kind of client outside counsel want to work with. 

  
  

Every company is different. A public company with steady needs has a very different budget reality than an emerging company facing constant legal issues and limited resources. Most emerging companies do not survive, but finding outside counsel who invests in them anyway — through discounted rates, flexible terms, or “freebies” — can pay off for the firm if the company succeeds or if the GC moves on and brings them along. For the GC, it helps achieve the “triple crown”: delivering cost-effective legal services, making life easier, and looking good to stakeholders. 

Evolve or Exit When Needed 

No matter how well expectations are set, some firm relationships won’t last forever — and that’s okay. Sometimes the matter changes, your relationship partner moves on, the company’s needs shift, or the fit simply no longer works. When that happens, it is important to move on professionally: give candid feedback, set a clear transition plan, and close the loop respectfully. 

If an RFP for a new firm is necessary, it should be conducted strategically. Know exactly what is being evaluated, ask direct questions, and be transparent about criteria. For all RFPs, keep in mind that firms invest significant time in proposals; respecting that effort with focused requests and honest feedback preserves goodwill, even if they do not get the work. 

Final Thought: Invest in the Relationship 

Outside counsel are not just service providers. When treated as part of the team, they provide incredible value — from regular check-ins, to connecting firm teams, to engaging directly with internal clients. 

Take advantage of what they offer: CLEs, non-billable strategy sessions, introductions to experts, or opportunities to co-author articles and panels. These touchpoints reinforce that the company values the relationship. Hidden value includes early market insights, thought leadership opportunities, and introductions that extend far beyond the scope of a single matter. 

When trust is built, outside counsel become long-term allies through role changes, new challenges, and high-pressure situations. Many of the most trusted advisors in-house counsel carry across multiple GC roles are those with whom mutual investment has been made over time. 

Deborah Solmor

General Counsel, Wisconsin Alumni Research Foundation (WARF)

Founder, Ready Set GC