After the Big Firm: A General Counsel Who Picks Up the Phone

By Dominic L. Scheer, Esq., Florida Bar No. 1022250 · Reviewed by Dominic L. Scheer, Esq. · Last updated September 28, 2026

There is a version of this story we hear every month. A company hired a well-known firm for a real matter, an acquisition, a lawsuit, a licensing problem, and the firm did good work. Then the matter closed and the relationship drifted into a retainer nobody managed. Contracts went out unreviewed because the hourly rate made a five-page vendor agreement feel expensive. Questions went unasked. One day the owner realized the company had a law firm on paper and no lawyer in practice.

Why do companies leave large firms?

The bill stopped matching the work. Large firms price for large problems. When the problem is a lease renewal and a contractor dispute, the same rate card produces invoices that make the owner stop calling. A lawyer you are afraid to call is not general counsel.

The partner handed you off. You hired a person. You got a team, then a rotating set of associates, then a paralegal who copies the associate. Nobody on the file has been inside your business. In a boutique, the person you meet is the person who does the work.

The engagement simply ended. The deal closed. The litigation settled. The file was closed with a polite letter, and the operating agreement that deal required has not been looked at since. Businesses do not stop generating legal questions between big matters. They stop asking them.

How do I get my company's file back from the old firm?

You ask, in writing, and they have to give it to you. When a representation ends, the outgoing lawyer must take reasonable steps to protect your interests: give notice, allow time to hire other counsel, hand over the papers and property you are entitled to, and refund any fees or costs paid in advance that were not earned. In practice that includes your original documents, court filings, signed agreements, the correspondence you need, discovery you paid for, legal opinions you requested, billing records, and the electronic files needed to use them. The prior firm may keep its internal notes, drafts and conflict-check materials. If it charges for copies, the charge has to reflect actual cost. The request is a one-page letter from us to them, and most firms respond within a couple of weeks. Where a firm claims unpaid fees, that is a separate conversation that does not entitle it to freeze your business. Details and the rule text are in our explainer on changing lawyers and getting your file.

Why does the conflict check protect me?

Before we look at anything substantive, we run your company, its owners, its principal customers and its counterparties through a conflict check. A lawyer cannot act against a current client, or against a former client in a related matter. It takes a day. It is also the reason a boutique can sometimes act where a large firm cannot: fewer clients means fewer conflicts, and fewer conflicts means we can usually take the vendor dispute, the partner buyout and the lease negotiation without asking anyone's permission.

What happens in the first 30 days?

Every transition starts the same way, and we quote it as a flat fee. We read what the prior firm left and write down what we found.

1. Entity documents. Articles, operating agreement or bylaws, ownership ledger, annual report status with the state, registered agent, and whether the owners' estate plans match the ownership documents. Half the operating agreements we inherit have a buy-sell provision that contradicts the owner's will. See shareholder, operating and buy-sell agreements.
2. Contracts in force. Customer agreements, vendor agreements, leases, financing documents, and the templates the company uses every day. We flag renewal dates, termination rights, indemnities and anything signed on the other side's paper.
3. Employment. Offer letters, handbook, independent contractor agreements, non-solicitation and confidentiality terms, and whether any of it has been updated since it was written.
4. Open matters and deadlines. Any dispute, demand, lien, permit or license issue, and every date attached to it, entered on our calendar the day we receive the file.
5. Insurance and risk. Coverage letters and policies we should know about before advising on a claim.

At the end you get a written memo: what is in good shape, what needs fixing, in what order, and what each fix costs as a flat fee. You decide what to do with it.

What does outside general counsel actually do?

The work an in-house lawyer would do for a company too small to employ one. A monthly retainer covers the phone calls, the contract reviews, the "can I do this" questions, and a standing check-in. Project work, such as a new operating agreement, a customer contract template or a lien enforcement program, is quoted separately as a flat fee. Litigation is billed hourly with a written budget you approve before we start. The retainer is the part that changes the relationship: when the call is already paid for, owners make it, and problems get caught at the contract stage instead of the courtroom stage. Our outside general counsel page describes the packages.

Who this is for

Companies that want a lawyer on the inside of the business, not a phone number for emergencies. If your company has employees, a commercial lease, customers on their own paper, more than one owner, or has ever received a letter from a lawyer, the questions are already coming faster than you are asking them, and the cost of a missed termination window or a personal guaranty nobody read is almost always more than a year of retainer. The 30-day review is how we find out what the last firm left behind. The retainer is how it stays fixed.

By industry

HVAC, mechanical and trades contractors. Service agreements, subcontracts, licensing exposure, employee and technician agreements, and lien deadlines that do not forgive a missed date.

Aviation companies. Parts purchase and exchange agreements, NDAs, consignment terms, and the entity structure behind a business whose customers are often out of state.

Marine businesses. Charter agreements, detailing and service terms, vessel ownership entities, and the overlap with maritime law that a general business lawyer usually misses.

Healthcare practices. Professional entities, associate and contractor agreements, patient-facing terms, and buy-in and buy-out provisions among owners.

Construction companies. Contracts, lien programs, payment disputes, and the documents that keep a builder out of litigation in the first place.

General small business. The company that never had a lawyer, or had one for a single transaction and nothing since.

What will you not pretend to do?

A boutique general counsel does not replace every kind of lawyer. Securities offerings, patent prosecution, federal tax controversy, immigration filings and complex benefit plan work belong with lawyers who do them full time. Our job in those matters is the job a good in-house lawyer does: identify the need, find the right outside lawyer, define the scope, manage the cost, and read the result so you do not have to. That is often the moment a company realizes it never needed the big firm for everything. It needed a general counsel who knew when to call one.

How do we make the move?

1. Send us the engagement letter with the prior firm, a list of your entities, and a short description of what is open.
2. We run the conflict check and confirm in writing.
3. We send the file request to the prior firm and, where litigation is pending, file the substitution of counsel.
4. The 30-day review runs, and you get the memo.
5. The retainer starts, and you have a lawyer's direct number. Dominic works in English and Spanish, which matters for a lot of South Florida companies whose owners, employees and customers do not all speak the same language.

See how our fees work and the overview of what comes after your case.

Frequently Asked Questions

How do I get my company's file from my old law firm?

Ask in writing. When a representation ends, the lawyer has to hand over the papers and property you are entitled to: original documents, court filings, signed agreements, necessary correspondence, discovery you paid for, legal opinions you requested, billing records and the electronic files needed to use them. Your new lawyer normally sends the request.

Can my old firm keep the file until I pay a disputed bill?

Withholding a client's file is treated as a serious step, and in most business transitions the file is released while any fee dispute is handled separately. If a firm refuses, we address it directly with them.

What does an outside general counsel actually do?

The work an in-house lawyer would do for a company too small to employ one: contract review and drafting, entity governance, employment documents, vendor and customer disputes before they become lawsuits, coordinating outside lawyers, and being the person the owner calls before signing. Scheer Legal offers it on a monthly retainer, with project work at flat fees and litigation billed hourly against a written budget.

Will switching firms disrupt a lawsuit that is already pending?

Not if it is handled properly. We file a substitution of counsel, the prior firm transfers the file, and every deadline is entered on our calendar the day the file arrives. A case set for trial within weeks is the one situation where we will tell you to wait.

Do you handle every legal issue a company has?

No, and neither does any single lawyer. We handle contracts, entity work, employment documents, construction liens, commercial disputes and litigation directly. For securities, patents, federal tax controversy, immigration and similar specialties we bring in the right lawyer, define the scope and manage the cost.

How long does the transition take?

The conflict check takes about a day. The file request goes out the day you sign with us. The 30-day review runs from the day the file arrives. Most companies are fully moved, with a written memo in hand, within five to six weeks.