The Law Offices of Paul H. Appel – Your Trusted Business Law Partner in New Jersey
Virtual General Counsel · Scope
A retainer is only as useful as its scope. This page lays out the legal functions an outside general counsel can take on, so you can choose the ones your business actually needs.
How to read this menu
In-house legal departments are organized around functions: commercial contracts, employment, regulatory compliance, disputes, corporate records and strategic projects. An outsourced general counsel arrangement can be scoped the same way. Some clients retain the firm for one or two functions; others want broad coverage across the business.
Each function below lists the kind of work it includes. When the engagement is set up, you and Paul decide which functions fall inside the monthly retainer, which are handled on a separate flat fee, and which — such as a large transaction — are scoped as their own project. That written scope is what keeps the relationship predictable.
Thinking in functions also makes gaps visible. An owner who has always called a lawyer about contracts may never have had anyone look at how workers are classified or whether the company's records reflect the last ownership change. Laying out the whole menu, even if you only choose part of it, is a quick way to see where unmanaged legal risk sits.
For an overview of the service as a whole, start with the virtual general counsel practice page.
The menu
Function 1
Reviewing inbound customer and vendor paper, drafting your own contract templates, negotiating key terms such as indemnity and limitation of liability, and tracking renewal dates. Larger negotiations can draw on the firm's contract drafting and negotiation work.
Function 2
Offer letters, contractor classification under New Jersey's ABC test, restrictive covenants, handbook updates and guidance on discipline or separation before action is taken.
Function 3
Calendaring state filings, monitoring licenses and registrations as part of month-to-month compliance support, and checking that policies reflect current New Jersey requirements as the business adds staff or locations.
Function 4
Assessing demand letters and threatened claims, negotiating early resolutions, and managing mediation or arbitration. Contested litigation is generally scoped separately.
Function 5
Member and shareholder consents, minutes, ownership transfers, officer changes and keeping the company's records consistent with how it actually operates.
Function 6
Legal input on expansion, new product lines, joint ventures, buying a competitor or preparing for a sale — before the business is committed.
Scoping
Every engagement letter draws this line differently. This table shows how the decision is commonly approached.
| Type of work | Usually inside the retainer | Often scoped separately |
|---|---|---|
| Contract review | Routine customer and vendor agreements | Complex, heavily negotiated or unusual contracts |
| Employment | Questions, offer letters, policy guidance | A full handbook rewrite |
| Compliance | Monitoring and reminders, quick reviews | A formal compliance audit |
| Disputes | Early assessment and negotiation | Litigation or a full arbitration |
| Transactions | Preliminary advice on a potential deal | Acquisitions, sales and financings |
Separately scoped projects are still handled by the same attorney, so the knowledge built up under the retainer carries over. For example, retained clients exploring a purchase can move straight into acquisition support from their general counsel.
Sample configurations
Illustrations only — every business sets its own mix.
Contracts and everyday questions, with governance added for an annual tidy-up of records.
People and employment as the core function, with compliance monitoring as headcount rises.
Governance and strategy, with contract clean-up so the business is easier to sell.
Choosing your functions
Your answers point to which functions carry the most value. The mechanics of the arrangement itself are explained on the monthly legal retainer page.
Questions & answers
Any of the functions a small company's legal department would handle: commercial contracts, employment matters, compliance, early dispute work, governance records and legal input on strategy. The engagement letter lists which functions sit inside the retainer and which are scoped separately.
Early dispute work — evaluating a claim, responding to a demand, negotiating a settlement — commonly falls inside the scope. Full litigation or arbitration usually requires a separate engagement, because its time demands are unpredictable. The firm emphasizes negotiation, mediation and arbitration as ways to resolve business disputes.
Yes. Many clients start narrow, often with contracts and everyday questions, and add employment or compliance work as the business grows. Changes to scope are documented in writing so both sides know what the retainer covers at any point.
Legal questions about hiring, classification, policies and separations are a core general counsel function. Administrative HR tasks such as payroll processing or benefits enrollment are not legal work and remain with your HR provider or accountant.
Your attorney
Every matter at the firm is handled personally by Paul — the same attorney reads the documents, gives the advice and negotiates on your behalf.
Contact
Describe what the business is dealing with — a contract on your desk, a deal in progress, a dispute or a company you are about to form. You will hear back from the attorney who handles the work.
Start a conversation