Outside General Counsel (OGC)

Many businesses need regular legal advice about corporate operations, but they may be reluctant to hire full time general counsel. VAC can fill that need as outside general counsel, tailoring the cost and scope of those services to each particular business. We provide efficient access to consistent, comprehensive and tailored legal advice at affordable cost.

Scope of Services

We provide Outside General Counsel services for those who seek some or all of the following…

Contracts: Consultation on all commercial contract issues, including reviews of vendor contracts, software licenses agreements, professional services contracts, supply contracts, loan documents and any other contractual issue you may bring to our attention.

Commercial Leasing: Consultation on all commercial leasing issues, including negotiations, audits, and dispute resolution on all landlord / tenant matters including buildouts, CAM charges, force majeure issues, ADA compliance, rent calculation, assignability and other commercial lease matters.

Consumer Advertising: Consultation regarding marketing and advertising practices, including print advertising, sweepstakes programs, contests, social media activities, and other marketing and advertising activities for compliance purposes under FTC regulations and under the regulations of state equivalent “mini-FTC’s”, including issues arising under the Lanham Act and under the variety of state laws concerning unfair and deceptive trade practices.

Corporate Governance: Consultation on corporate governance matters, including operating agreements, shareholder and partnership agreements, issues regarding fiduciary duties, director and officer liability, development and compliance with corporate bylaws, negotiation and drafting of equity purchase agreements, shareholder buyouts, formation and dissolution and other corporate governance matters.

Employment: Legal advice and counseling on all employment law issues, including the following:

  • Consultation services on all employment law issues, including policies, trainings, employment agreements, severance agreements, investigations, employee relations, OSHA compliance, EEO compliance, Equal Pay Act audits and compliance, accommodations for religious practice and/or disabilities, wage and hour compliance and all other matters related to the employment relationship.
  • Representation in all matters brought before any Human Rights Commission, including the EEOC or any equivalent state agency.
  • Representation before any state or federal Department of Labor, including audits, claims for unpaid wages, or other matters before any such agency; this includes contacts or audits from OSHA the NLRB, etc.
  • Representation of any client employees who are individually named as a party in any agency proceeding with the client to the extent such representation is allowable under applicable conflict of interest rules and acceptable to the employee and the client.
  • Serve as primary compliance management to monitor and assist the client’s internal compliance personnel to help spot issues, develop solutions, and prepare compliance programs.

Government Contracting: Consultation on bid proposals, bid protests, contract compliance and other government contracting matters for federal and state contracts.

Insurance Coverage: Consultation regarding insurance coverage under policies obtained by the client, including applicability of covering language, riders, exemptions, covered losses, coverage periods, the duty to defend, the duty to indemnify, reservation of rights, and other issues arising under the insurance contract.

Litigation Management:

  • Manage any and all litigation, including hiring outside counsel when appropriate.
  • Monitor outside legal expertise when appropriate, including but not limited to immigration, ERISA issues, criminal investigations, patent prosecution and other specialty areas. While, outside counsel in these areas are typically retained directly by the client, we provide counsel and assistance to the client for such negotiations and monitor outside counsel’s work for and on behalf of the client.

On-Site Lawyer: We provide a partner-level lawyer from the firm to visit the client’s office or any other business location of the client on a regular basis to be available for any consultation on any issue that may arise.

Novel Matters: When and if novel matters arise that are beyond the scope of the OGC arrangement, we confer with the client to discuss how to manage and under what terms such novel matters should be managed and staffed.


We bill for value, and we can provide services under billing arrangements that best serve the client’s needs.

Monthly Fee, For those who seek in-house level legal guidance as part of their decision-making on a consistent basis. Fee is adjusted to the extent or scope of guidance and service sought.

Hourly Fee, For those who need “just in time” guidance on critical matters.

Budgeted Fixed Fee, For those with a specific project or a discrete task or product in mind, we can develop a target budget to meet the goal set by the client.