In-house Counsel

Sending legal work outside is the long-standing default. A contract arrives, it goes to a law firm, the comments come back, the edits get made, and the hours get billed. For a company where legal questions are rare, that is the cheapest arrangement available, and paying by the hour beats paying a salary for work that arrives twice a year.

Software companies sit differently. Contracts aren't events there; they're routine. Signing one enterprise customer brings their standard agreement, a non-disclosure agreement, and a security addendum, so ten customers means thirty documents. On top of that sit the company's own documents — terms of service and the privacy notice — which have to change whenever the product does.

What actually broke was not the cost but the turnaround. A single clause Sofia needs to answer today takes three days at the firm, and the customer's contact is waiting the whole time. Three or four of those round trips push one deal out by two weeks. Signing without review isn't an alternative either: that's how a company ends up agreeing to unlimited liability for an outage.

In-house counsel exists to remove the round trip. The review moves inside, decisions come back the same day, and the person making them already knows what the business does.

The largest block of time goes to reading and editing contracts — finding the promises the company can't keep in whatever the other side sent, and rewriting them into something it can. Which clauses get that attention is the subject of contract law: the cap on what gets paid out when the service goes down, the conditions and notice period for ending the agreement, and whose courts hear a dispute.

The rest of the work falls into five groups.

1. Keeping the company's own documents current. Terms of service and the privacy notice have to move with the product. If a new feature collects more data than before and the notice still describes the old behavior, the published document no longer matches reality.
2. Pre-launch review. A planned feature gets checked against business regulation before it ships. A free trial that rolls into automatic billing is a problem in itself unless the customer is told in advance when the charge lands and how large it is.
3. Data decisions. What may be collected and how long it may be kept follows personal data protection rules. Data that outlived the purpose it was collected for gets a retention limit attached to it.
4. Rights checks. Product names, logos, and the license terms on borrowed open source are intellectual property questions, and they are cheapest before the fact. Discovering a registered trademark after the name and the logo are finished costs a hundred times what checking first would have.
5. Disputes. When an argument with a customer or a vendor starts, counsel represents the company. Most end in settlement rather than litigation, so the actual work is trading letters and narrowing terms until both sides can live with the number.

None of this is done alone. Anything needing deep specialist knowledge goes to an outside firm, and the in-house job becomes deciding what to send out and translating the advice that comes back into something the company can act on.

Sales is the most frequent partner. When Sofia brings in the other side's paper, an answer about which clauses can be conceded has to come back fast enough to keep the deal moving. In enterprise sales, legal review is a scheduled stage of the pipeline rather than an interruption.

Product gets involved before anything is built. Asked while Mia is still designing a feature, the answer changes what gets built; asked after it ships, the same answer only makes the fix expensive.

Inside the legal and security function the responsibilities split. A data protection officer (DPO) owns how personal data is used and reports breaches; a chief information security officer (CISO) owns the security of the systems and the people around them. In a company of forty-five, counsel often holds the data protection officer title as well.

With executives, the shape of the decision changes. What counsel delivers is not a yes or a no but the size of the risk attached to a choice. Grace is the one who decides whether to accept it, and a review that hides the size of the risk behind a flat refusal takes that decision away from her.

"Let me run this clause past legal and come back to you by tomorrow morning."

The terms won't be agreed on the spot; review comes first.

"Legal wants that phrase out. Without evidence behind it, the claim breaks advertising rules."

A review result landing on product or marketing copy.

"There's risk here, but it's a size we can carry. That's the CEO's call."

Risk gets measured and handed to the decision-maker rather than eliminated.

Pagedeck hired its first in-house lawyer when enterprise deals started slipping. Until then Grace read the contracts herself and sent the unclear parts to a firm, and once deals passed five a month, a week of the CEO's time was going into contract review.

The lawyer's first month went not to new contracts but to pulling up every existing one. Three had no cap on damages, and one of those was a $9,000-a-year account where an outage would have obligated Pagedeck to cover the customer's full losses. The clauses were slated for the next renewal, and drafting a standard company agreement followed from there, so that the next ten deals would start from Pagedeck's paper instead of the customer's.

The most common belief is that legal is the department that says no. Reviews usually come back in the shape of an obstacle, so the reputation sticks. But the output of a review is a risk and an alternative, not a permission slip: use this wording and the fine is this much, change it this way and the problem disappears. Walk away with only the no and the second option disappears with it.

The other mistake is assuming in-house counsel removes the need for outside firms. Having someone inside sounds like the end of external bills. What changes is the split of work. Litigation, regulation in a new country, investment agreements — things that come up once or twice a year and hurt when they go wrong — belong with specialists who do that full time. Hiring inside doesn't reduce how often the firm gets called. It creates someone qualified to decide which calls to make.