We are contract-heavy, moving fast, and not ready for a General Counsel — but the paper is starting to bite.
The threshold arrives quietly: enterprise customers with their own paper, a data-protection questionnaire, a first senior hire, a term sheet. We are the function that handles all of it at once. What changes is not the volume of legal work but its consequence. A badly drafted contract at ten customers is an irritation. The same contract at a hundred is the reason a funding round is repriced, because every one of those hundred carries the same uncapped indemnity and a diligence lawyer will find it in an afternoon.
Dinmore Bell provides a retained General Counsel function to start-ups and scale-ups at the point legal questions arrive faster than founders can answer them: usually the first enterprise contract, the first raise, or the first ten employees. Regulated fundraising advice and EMI valuations come from instructed specialists.
How we own it
Customer paper at speed
Your MSA and playbook, then the redlines run for you, so a procurement cycle is not the reason a quarter slips. The playbook is the part that matters. It records which positions you will concede without asking, which need a conversation, and which you will lose the deal over: liability cap, indemnity scope, data location, security commitments, termination for convenience, audit rights. Once that exists, most redlines are answered the same day by whoever is holding the deal rather than escalated to the founder. Where a customer insists on their own paper, we mark it up against the same list, so the answer to "can we sign this?" is a specific set of changes rather than a week of silence.
Investor-ready housekeeping
Cap table, option paperwork, IP assignments and board minutes in order before diligence, not during it. The pattern is consistent enough to predict. Founders incorporate, issue shares on a template, promise options verbally, engage contractors on purchase orders, and file nothing with Companies House on time. Two years later a diligence list arrives with forty items on it and six weeks to close. The expensive part is never the tidying; it is the consents that have to be chased from people who have since left, and the confirmatory assignments that have to be bought from contractors who now understand exactly what they are worth. Done early, all of it is administrative.
Hiring without incident
Contracts, covenants, right-to-work and the first performance problem, handled properly the first time. A growing company hires faster than it writes anything down: offer letters that do not match the contract, equity promised in a message, job titles that imply authority nobody granted. The first serious performance problem then exposes all of it at once, usually at the worst moment, and usually with a senior person who knows the paperwork is thin. We write the contracts the business will actually be held to, keep the right-to-work file straight, and run the difficult conversations as a process with a defensible record behind it.
The first enterprise contract
A first enterprise customer buys a discount and an obligation set nobody in the business has read. Security schedules commit you to controls you do not yet operate. Service levels commit you to availability you have never measured. Data-processing terms commit you to sub-processor notice periods that make it awkward to change infrastructure. None of it is unreasonable in isolation and all of it is permanent, because the same schedule is reused for the next twenty customers. We read it once, properly, and tell you which commitments are cheap, which need an engineering decision before they are signed, and which should be renegotiated now while the customer still wants the deal more than you do.
The raise, and the year after it
A term sheet is short, and the documents behind it are not. Investment agreement, articles, disclosure letter, service agreements, a new board and a reserved matters list that quietly changes who decides what. Founders concentrate on valuation and dilution and sign the governance without much attention, then discover a year later that hiring above a salary threshold, signing a contract above a value threshold, or opening in a second country all need investor consent. We work through the reserved matters line by line before signature, tell you which ones will bite at your growth rate, and set up the board process so that consents are obtained in a week rather than becoming the reason something did not happen.
Data protection that survives a questionnaire
Enterprise buyers and their insurers now ask the same forty questions, and the answers are either documented or they are not. Records of processing, a lawful basis for each, a retention schedule, sub-processor list, transfer mechanism, breach procedure, and evidence that somebody owns it. Most scale-ups have the substance and none of the paperwork, which reads to a buyer exactly like not having the substance. We build the file once, keep it current as the product changes, and answer the questionnaires, so the security review stops being a two-week hold on every deal.
When the founder stops being the legal function
In the beginning the founder is the legal function, and that works because the founder has read everything. It stops working at a predictable point: when contracts are being signed by people who did not negotiate them, and when the answer to "what did we agree with that customer?" requires somebody to search their email. That is the moment a contract register earns its cost, and the moment delegated authority needs writing down. We take the register, the renewals, the notice dates and the signing rules, and give the founder back the part of the week that was going into other people's agreements.
What this costs, and what it replaces
A fixed monthly retainer, scoped on a call, against a defined set of work rather than an hourly rate that rises with every question asked. The comparison that matters is not our fee against a law firm's hourly rate; it is our fee against the cost of the alternative the business is actually running, which is usually a founder doing it badly at midnight plus an unplanned instruction to a City firm three times a year. Where a matter genuinely needs a specialist, we instruct one, brief them properly and control the spend, which is where most of the saving comes from.
Where specialists come in
Regulated fundraising advice, tax structuring and EMI valuations are provided by instructed specialists under our coordination.
Related results
All results →Services we run here
Related insights
All insights →Where nine per cent of your revenue goes
Contract value rarely leaks in a single expensive event. It leaks quietly, through renewal dates nobody owns.
What a fully loaded General Counsel actually costs
The comparison is not our fee against an hourly rate. It is our fee against the hire you would otherwise make.
- How early is too early for an outsourced General Counsel?
- Before there is a customer contract or an employee, it is too early: there is nothing yet to govern. The usual trigger is the first customer who sends their own paper, or the first hire who is not a founder. At that point the work exists whether or not anybody is doing it.
- We already use a law firm for one-off matters. What changes?
- The retained function covers the continuous work: contracts, employment, data, governance, renewals and the questions that arrive weekly. Specialist instructions still happen, but they are scoped, briefed and controlled by us, which usually reduces both the number of them and the cost of each.
- Can you work with our investors' preferred counsel?
- Yes. On a financing we act for the company, prepare the disclosure and diligence, and manage the process against the investors' counsel. Keeping that work in-house and instructing only where it is needed is normally the largest single saving on a round.
- Do you handle EMI option schemes?
- We handle the scheme documents, the board and shareholder approvals, the grant paperwork and the record-keeping. The valuation agreed with HMRC and the tax advice around it come from instructed specialists, whom we prepare and coordinate.
- What happens in a diligence process?
- We run the data room, answer the legal diligence list, prepare the disclosure letter and deal with the questions that follow. Where something is genuinely wrong, we tell you early rather than at the point it becomes a price adjustment.
- How quickly do contracts come back?
- Standard redlines against an agreed playbook come back the same or next working day. A first review of a long enterprise agreement takes longer, because the point of it is to find the commitments the business cannot meet rather than to tidy the drafting.
- We are a UK company opening in Dubai. Can you cover both?
- Yes. Running one legal function across the UK and the UAE is a core part of what Dinmore Bell does, including deciding which entity contracts with whom and making sure the documents in both places say the same thing.
- What do you need from us to start?
- A conversation about what the business is doing next, and access to the contracts that already exist. The first month is usually spent building the register and finding out what has been signed, because that is where the surprises are.