7 success tips for lawyers of small business owners

How to succeed as a legal department of one
Sterling Miller

Few things are lonelier than being a legal department of one. It takes a unique mindset to accept a position as a solo general counsel — a combination of wanting to build something from scratch, of wanting to do it your way, and the hope that it leads to bigger and better things. Additionally, you have to enjoy the rocket-like pace and the many challenges that come with being the only lawyer. 

Tip #1: Be sure you know your role and that you’re comfortable with more risk

Before accepting a solo lawyer job, clarify what your role will be. Are you expected to be part of the executive team and an advisor to leadership and the board, or are you a scrivener whose job is to just draft contracts and manage any outside counsel? While it’s likely some combination of both, ensure your role and job duties are nailed down before accepting the job. Remember, in this new job, you will need to be almost completely self-sufficient and ready to work long hours to ensure everything gets done. 

Are you ready to fly by the seat of your pants when making legal decisions? Generally, you will not have the time to go to outside counsel — if that’s even an option budget wise — nor will you be able to spend hours researching the problem. You will make important decisions daily with less-than-perfect information in areas of the law where you have little to no background. Are you comfortable with this? Lastly, are you ready to get comfortable with more risk than you’ve ever experienced in your legal career?  

Tip #2: Your general counsel budget will be limited so you’ll have to be resourceful

You will need to be very frugal. There will be pressure to limit expenses. You may have no budget for outside counsel or what you do have will be tiny. Consider the following:

  • Find a boutique law firm or solo practitioner. You can stretch your legal budget by ditching “Big Law” and finding a small firm or even a solo practitioner to help with legal work. The work will be high quality and the price drastically lower.
  • Find free CLE, “boot camps,” and seminars. There are a lot of free CLE and seminars available to you, especially via webinar. Take advantage to learn and hone existing or new legal skills at no cost. And, by attending you typically get great materials, including forms and checklists. 
  • Free law library. Many law schools and local courts (state and federal) provide guest access hours to their collection at no cost. State bar associations provide free research resources as well. 
  • Specialized blogs. You can find a lot of free guidance, information, and forms on legal blogs dedicated to the sole general counsel or start-up company lawyer.

Tip #3: Having the right legal technology will enable you to provide timely and accurate information

Demand that you are able to buy the right technology to do the job. Focus on the “Big Three:” an e-billing tool, a contract management system, and a quality legal matters and resources tool. For the latter, find a tool you can tailor to your needs that can provide you with research, forms, checklists, clauses, sample policies, comparisons, global coverage, summaries — something that allows you to quickly answer or respond to just about any legal question put to you by the business. 

If you can only get one of the three, go for the last one. If none are in the cards, then look for the best free or low-cost substitutes you can find, such as Google Scholar or the Harvard Guide to Free Legal Resources.  There are also free or low-cost sources for forms and templates of varying quality. 

Tip #4: Address business basics like corporate governance structure and human resource policies

The odds are good there will be a lot to fix when you join the company. You cannot fix it all, so you need to focus on the basics first:

  • Fix the basic corporation documents (articles of incorporation, by-laws, etc.) as these were probably prepared by the founders using a “do it yourself” form.
  • Clean up or prepare the “cap table,” a spreadsheet or chart that shows who owns what in terms of equity of the company. This will be important as the company matures or takes on investors.
  • Get the right human resources policies in place as these are likely non-existent at the company. A good legal research tool can be a gold mine of forms and checklists. 
  • Prepare form agreements for the company’s most used contracts. For this, the right legal research tool can be a huge help.
  • Get on top of data privacy and data security issues. Privacy laws are changing every day and can throw a monkey wrench into the company’s operations if you are not paying attention; the right legal research technology will pay off.
  • Protect the company’s intellectual property (IP), such as trademarks, patents, and trade secrets. For many small companies, IP is the crown jewel and if it gets copied or stolen then all the value of the company falls away.

Tip #5: Build out your legal department by building out your network

You may be a department of one, but you are not alone. Build a network of lawyers — in-house or outside — that you can talk to. Such a network allows you to “expand” your department without adding headcount. Join the Association of Corporate Counsel and tap into their groups and committees dedicated to small legal departments. Many metropolitan areas have organizations composed of general counsel that meet regularly and share resources and know-how. 

Tip #6: By prioritizing and delegating the tasks, you’ll work more efficiently and effectively

You will need to become an expert in prioritizing and delegating. As to the former, it’s obvious that you will have way more on your plate than you can possibly get done. Come prepared to hone your ability to decide what needs to be done now and what can wait. 

Focus on “urgent versus important” and value. The more urgent and the more valuable items go to the top of the pile. Similarly, even if you are the only lawyer, you can still delegate. If you have an assistant, they can do way more than answer the phone and keep your calendar. If it doesn’t require a law degree to accomplish, it is “game on” for delegating. Also, consider whether others in the business who can take on tasks. Someone in sales can be trained to do contract intake and gather the information you need to begin to draft the contract.  

Tip #7: Always remember that you are the lawyer for the business.

Remember that you are not the founder’s or the CEO’s lawyer; you are the company’s lawyer. As other investors come on board you must be aware that now, under the rules of professional responsibility, you represent all the investors, management as a whole, and the board. You must do what is in the best interests of the company and not any one employee. 

And, it is important to show value every day. Keep senior management up to date on what you’re working on, make sure they know your key accomplishments, and show them how they are saving money by having an in-house lawyer versus going outside. Finally, get into “Dr. Yes” mode and drop “Dr. No.” Be sure you understand the company’s risk tolerance and adjust your legal thinking accordingly. 

It takes a special lawyer to be a legal department of one. The keys are fully understanding what you are getting into, turning frugality into an art form, getting the right technology, and learning to accept risk.

About the author


Sterling Miller is a three-time General Counsel who spent almost 25 years in-house. He has published four books and writes the award-winning legal blog, Ten Things You Need to Know as In-House Counsel. Sterling is a frequent contributor to Thomson Reuters as well as a sought-after speaker. He regularly consults with legal departments and coaches in-house lawyers. Sterling received his J.D. from Washington University in St. Louis.


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