What Does Outside General Counsel Actually Mean?

You have an attorney. That's not the same as having a legal relationship.

Most Wisconsin business owners I talk to have handled their legal needs the same way for years. Something comes up — a contract that needs reviewing, a dispute with a vendor, an employment issue — and they call someone.  Someone handles it. They get a bill. Done.

That works. Until it doesn't.

What it doesn't do is prevent anything. It doesn't mean anyone knows your business. It doesn't mean anyone is watching for the problems you don't know to look for yet. And it definitely doesn't mean you have someone to call on a Tuesday when nothing is wrong — which, it turns out, is exactly when the most important legal conversations happen.

That's the difference between having an attorney and having outside general counsel.

What "Outside General Counsel" Actually Is

The term gets used a lot. It doesn't always mean the same thing, so let me explain how I use it.

Outside general counsel means I function as your primary attorney — not just for one matter, not just when something breaks, but across your business as an ongoing relationship. I'm the person you call first, regardless of the issue. If it's outside my area, I bring in the right resource. You're not starting from scratch every time, explaining your business to someone who's never seen it before, hoping they ask the right questions.

In practice, it means a few things:

I know your business before problems happen. 

I've read your operating agreement. I know who your partners are, how equity is structured, what your vendor relationships look like, where your exposures sit. That context changes the quality of the advice you get — and it changes the speed. You're not paying me to get up to speed on a crisis. I'm already there.

You call me before you sign, not after. 

The most expensive legal problems I've seen didn't start as legal problems. They started as a handshake deal that turned into a contract drafted on someone's template — signed without anyone reviewing the indemnification clause, the non-compete language, or the provisions governing what happens if the relationship falls apart. By the time it becomes a dispute, your options are limited and your costs are not.

I'm thinking about your business even when you're not thinking about legal. 

A change in Wisconsin employment law. A new DSPS licensing requirement that affects your Med Spa's operating model. A shift in how courts are treating non-competes in the manufacturing sector. These developments matter to your business. In a transactional relationship, no one is connecting those dots for you.

Why My Background Makes This Different

I spent the first fifteen years of my career as a litigator. I stood in courtrooms. I watched businesses spend hundreds of thousands of dollars — sometimes more — litigating problems that could have been resolved for a fraction of that cost on the front end, if anyone had been paying attention.

I've read the operating agreements that seemed fine until a partner dispute exposed every ambiguity in them. I've seen the employment arrangements that felt straightforward until someone left and claimed they were owed equity. I've watched family businesses nearly fracture because the succession plan existed in conversation but not in documents.

I'm not saying this to be dramatic. I'm saying it because it changed how I practice law.

When I review a contract now, I'm not just reading what it says. I'm reading for what happens when it fails — when someone decides to test a clause, when circumstances change, when the relationship that made the deal work stops working. That's a different lens than what you get from an attorney who hasn't been in a courtroom defending the advice they drafted.

Prevention is measured in thousands. Litigation is measured in hundreds of thousands. That math is the reason the outside general counsel model exists.

Who This Is For

Not every business needs outside general counsel, and I'm not going to tell you otherwise.

The businesses I work with are typically growth-stage Wisconsin companies — in healthcare, manufacturing, and family-owned businesses — with enough complexity that having one trusted person who knows the business is worth the investment. Revenue in the range where a single badly drafted contract or a dispute that goes sideways represents a meaningful financial exposure.

These are owners at a stage where they're making decisions that will affect the business five years from now — hiring key people, bringing on investors, planning a succession, expanding into a new market. These are moments where the legal foundation matters, and where getting it wrong is expensive.

And owners who are tired of the transactional model. Who are tired of calling someone they barely know, explaining everything from the beginning, and hoping the advice is good.

If you have a great attorney you talk to regularly, who knows your business, who you trust completely — you don't need this. If what you have is someone you call when something breaks, and you've ever thought there's probably a better way to handle this, that's worth a conversation.

What It Looks Like on a Tuesday

This is the part that's hardest to explain in the abstract, so let me make it concrete.

A client of mine runs a healthcare business in Wisconsin — I'll keep the details general. They were in the process of adding a new service. Nothing that appeared legally complicated on the surface.

Because I know their business, the conversation before they proceeded took maybe twenty minutes. I flagged two regulatory issues and one contractual issue that would have created real exposure down the road. We addressed them before any changes were made. The new service line’s gap was resolved. 

Total time: thirty minutes and a couple of email exchanges. The cost of the problems we prevented is hard to quantify, but anyone who's been through a regulatory investigation or a contentious contract dispute  can tell you it isn't small.

That's what outside general counsel looks like on a Tuesday. Not dramatic. Not a courtroom. Just someone who knows your business well enough to catch the thing you didn't know to ask about.

The Objection I Hear Most

"I already have an attorney."

I understand why that feels like the end of the conversation. It usually isn't.

What I hear when someone says that is: they have someone they've worked with on a matter or two, who handled it professionally, who they'd probably call again if they needed something. That's a good thing. It's not the same as the relationship I'm describing.

The question isn't whether you have someone. It's whether you have someone who knows your business well enough to be useful before problems happen — and whether that relationship actually functions the way you need it to.

If the answer is yes, genuinely, then we don't need to talk. If the answer is more complicated than that, it's worth a conversation.

Working Together Through the Sale

The businesses I work with aren't looking for a vendor. They're looking for a relationship they can count on — from where they are now through wherever the business goes. That might mean an acquisition. It might mean a generational transfer. It might mean a sale ten years from now.

The legal work that happens in those transitions is only as good as the foundation underneath it. Operating agreements that were written carefully. Employment arrangements that don't have gaps in them. A structure that was built to last, not just to close.

I work with business owners from where they are now through the sale of the business. That's the arc. Outside general counsel is how we get there.

If this sounds like what you've been missing, reach out directly and we'll find a time to talk.

Adam Witkov is an equity partner at Michael Best & Friedrich LLP, where he serves as outside general counsel to growth-stage businesses in healthcare, manufacturing, and family-owned businesses across Wisconsin and the United States.