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External General Counsel

Why Growing Businesses Need an External General Counsel

19 September 2026
Why Growing Businesses Need an External General Counsel

You may not need a full-time in-house legal department—but as your business grows, relying on ad-hoc legal advice may no longer be enough.

You may not need a full-time in-house legal department—but as your business grows, relying on ad-hoc legal advice may no longer be enough.

For many growing businesses in the UAE, legal support starts reactively.

A contract needs signing, so a lawyer reviews it.
A dispute arises, so legal advice is sought.
A new partnership is being negotiated, so an agreement is drafted.

This approach may work when the business is small.

But as the company grows, legal decisions become part of everyday business.

More contracts.
More employees.
More suppliers.
More customers.
More regulations.
More partnerships.
More financial and operational commitments.

At that point, the question is no longer:

"Who can review this contract?"

It becomes:

"Who is making sure our business is managing legal risk properly?"

That is where an External General Counsel (EGC) can add significant value.

What Is an External General Counsel?

An External General Counsel provides ongoing legal advisory support to a business without the cost and commitment of employing a full-time in-house General Counsel.

Instead of contacting different lawyers for different issues, the business has a dedicated legal adviser who understands its:

  • Business model
  • Commercial objectives
  • Contracts
  • Risk profile
  • Growth plans
  • Key relationships
  • Legal and regulatory environment

The role is therefore not simply about answering legal questions.

It is about becoming a strategic legal partner to management.

Why Growing Businesses Reach This Point

As a company grows, legal matters become interconnected.

A new customer contract may create liability.

A new supplier agreement may create operational dependency.

A new employee may create employment obligations.

A new market may introduce regulatory requirements.

An investment may trigger corporate and contractual considerations.

Without someone maintaining a broader view, legal issues can become fragmented across different advisers and departments.

The result?

Management may receive legal advice on individual matters without having a clear picture of the overall legal risk of the business.

1. You Are Signing More and Larger Contracts

Growth usually means more commercial agreements.

You may be dealing with:

  • Major customers
  • Suppliers
  • Distributors
  • Consultants
  • Technology providers
  • Strategic partners
  • Investors

Not every contract requires the same level of legal attention.

An External General Counsel can help establish appropriate review and approval processes, ensuring management focuses legal resources where the risk is greatest.

2. Legal Advice Is Becoming Reactive

One of the strongest warning signs is when legal advice only appears after something goes wrong.

For example:

A contract dispute occurs → lawyer contacted.

A customer refuses to pay → lawyer contacted.

A termination notice arrives → lawyer contacted.

A regulatory issue appears → lawyer contacted.

An EGC can help move the business from:

Reactive legal support → Proactive legal risk management.

That shift becomes increasingly important as the business becomes more complex.

3. Management Needs a Legal Perspective on Business Decisions

Growing companies make decisions that have legal implications every day.

Should we enter this partnership?

Should we sign this exclusivity arrangement?

Can we terminate this supplier?

Should we acquire this company?

How should we structure this commercial relationship?

What risks are we accepting?

Management does not necessarily need a lawyer sitting in the office every day.

But it can benefit from having accessible legal advice before important decisions are made.

4. You Are Using Multiple External Lawyers

Growing businesses sometimes end up working with different lawyers for different matters.

One handles employment.

Another handles disputes.

Another reviews contracts.

Another handles corporate matters.

Specialist advisers can be extremely valuable.

However, someone still needs to maintain the overall legal picture.

An External General Counsel can coordinate with specialist law firms when necessary while remaining the central legal adviser to management.

5. Your Business Is Expanding

Expansion can create new legal considerations.

For example:

  • Entering new markets
  • Opening new offices
  • Establishing subsidiaries
  • Hiring new employees
  • Entering distribution arrangements
  • Working with international partners
  • Restructuring ownership

An EGC can help management identify legal considerations before decisions are implemented, rather than after problems arise.

6. You Are Preparing for Investment or a Potential Sale

When a business approaches:

  • Fundraising
  • Investment
  • Acquisition
  • Sale
  • Merger
  • Strategic partnership

legal due diligence becomes increasingly important.

Investors and buyers may examine:

  • Corporate records
  • Material contracts
  • Intellectual property
  • Employment arrangements
  • Disputes
  • Regulatory compliance
  • Licences
  • Customer and supplier relationships

An EGC can help the business prepare its legal affairs before the due diligence process begins.

This can reduce surprises and help management identify weaknesses that need to be addressed.

7. Contract Risk Is Becoming Difficult to Manage

A growing company may have dozens—or hundreds—of active contracts.

Management may not have visibility over:

  • Renewal dates
  • Termination periods
  • Liability exposure
  • Exclusivity
  • Contractual obligations
  • Major commitments

An External General Counsel can help establish a more structured approach to contract risk management and governance.

8. You Need Ongoing Legal Support—but Not a Full-Time Lawyer

This is often the most practical reason businesses consider an EGC.

A full-time General Counsel can represent a significant fixed cost, particularly for SMEs.

At the same time, relying entirely on external law firms on an individual matter basis can become expensive and inconsistent.

An External General Counsel can provide a middle ground:

Ongoing strategic legal support without the cost of building a full in-house legal department.

What Does an External General Counsel Actually Do?

The role can be tailored to the company's needs.

Depending on the business, support may include:

Commercial Contracts

Reviewing, drafting and negotiating important agreements.

Legal Risk Management

Identifying and prioritising legal and contractual risks.

Corporate Advisory

Supporting management on corporate and governance matters.

Regulatory Support

Helping management understand applicable legal and regulatory requirements.

Employment Matters

Providing guidance on employment-related legal issues.

Dispute Management

Helping management assess disputes and coordinate specialist legal representation where required.

Strategic Transactions

Supporting investments, partnerships, acquisitions and other major transactions.

Legal Governance

Developing appropriate legal processes, policies and approval frameworks.

Signs Your Business May Need an External General Counsel

Consider EGC support if:

  • You are growing rapidly.
  • Management frequently needs legal advice.
  • You sign significant contracts regularly.
  • Legal matters are being handled reactively.
  • You work with several external law firms.
  • Your business is entering new markets.
  • Contractual risks are increasing.
  • You are preparing for investment or a sale.
  • You do not have an in-house legal department.
  • Legal decisions are increasingly affecting commercial strategy.

You do not necessarily need a full-time General Counsel.

But you may have reached the point where you need someone thinking like one.

External General Counsel vs. Traditional Legal Support

The difference is primarily in the relationship.

Traditional external legal support

Matter → Legal issue → Advice → Matter closed

External General Counsel

Business → Ongoing relationship → Risk management → Strategic advice → Continuous support

The EGC becomes familiar with the business rather than starting from zero every time a new legal matter appears.

How SHAAS Supports Growing Businesses

SHAAS provides External General Counsel services for businesses that need ongoing legal support without establishing a full-time in-house legal function.

We work alongside management to provide practical legal guidance across areas such as:

  • Commercial contracts
  • Corporate and commercial matters
  • Contract risk management
  • Legal risk assessment
  • Corporate governance
  • Regulatory matters
  • Employment advisory
  • Strategic partnerships
  • Investment and transaction support
  • Coordination with specialist external counsel

The objective is to provide management with accessible, commercially focused legal support when decisions are being made—not only when problems arise.

Your Business Is Growing. Your Legal Strategy Should Grow With It.

Legal support should not become something you call only when a problem appears.

As your business becomes more complex, having ongoing legal oversight can help management make better-informed decisions, identify risks earlier, and protect the company's ability to grow.

You may not need a full-time General Counsel.

But you may need a legal partner who thinks like one.

Is your business growing faster than your legal infrastructure?

Speak with SHAAS about External General Counsel support tailored to your business.

Discuss this topic with our advisory team.
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