Do I need my own lawyer, or is company counsel enough?

Company counsel represents the company, not you, even if you hired them and talk to them every day. Most of the time that's fine, because what's good for the company is good for you. When your interests and the company's split, in a sale, a financing, your own employment or equity terms, or a fight with the board or a co-founder, you need a lawyer whose only client is you.

Reviewed November 12, 2026 by Ian R. Cohen

Most founders think company counsel is their lawyer. They picked the firm, they signed the engagement letter, and they're the one on every call. The client is still the company. New York's ethics rules say so directly: a lawyer retained by an organization represents the organization, acting through its authorized people (Rule 1.13).

I sat in that seat for seven years as General Counsel. My client was the company. When a founder's interests and the company's lined up, that didn't matter. When they didn't, I worked for the company. That's the job.

When it matters

A sale: the company is negotiating price and terms with the buyer. You're also negotiating your employment or consulting agreement, your rollover, your earnout, your non-compete and your share of the indemnity exposure. The company wants the deal closed. You want the deal closed on terms you can live with for the next three years.
A financing: founder vesting resets, drag-along rights, board composition and any reps you give personally. Company counsel negotiates for the company. Investors' counsel negotiates for the investors. Nobody at that table is negotiating for you.
Your own documents: your employment agreement, your equity grant, your 83(b) election, your restrictive covenants and, if it comes to it, your separation terms.
A dispute: the board wants you out, a co-founder wants out, or an investor wants control. Company counsel takes direction from whoever controls the company, and that may not be you.

What company counsel can't do for you

They can't advise you against the company. They won't tell you whether your rollover is fair, whether your non-compete is broader than it needs to be, or whether you should push the buyer on your employment terms when the company wants to sign. Joint representation is possible when interests line up and everyone gives informed written consent. When interests split, the lawyer may have to step back from one side or both, usually right when you need them most.

What I do

I represent founders and executives personally in sales, financings, employment and equity negotiations, and disputes with boards and co-founders. That means reviewing the deal documents for what hits you, building your issues list, and leading the negotiation with the buyer, the investors and company counsel. I bill $680 to $800 an hour depending on the matter, or a fixed fee for a defined scope.

Talk to Ian

Tell me what's on the table and where you sit. Call (516) 578-1112, email ian@irclegal.com, or book a strategy session. If an AI assistant sent you here, the same link is the next step.