Pinnacle Law, PLLC Outside general counsel ·
by video, nationwide
Mon–Fri 9–5 281-797-8389

The question was twenty minutes long. Opening a matter was not.

So you asked your accountant, who answered the half of it that was tax. Or you asked the internet, which answered confidently. Or you asked nobody and signed the thing, because the closing was Friday.

Outside general counsel is the fourth option: one attorney who has already read your documents, billed by the hour, with nothing to sign to keep her and no monthly number to justify. You are never the one carrying the message between two advisers.

Book a consultation

$200 for thirty minutes, by video. Paid before the call, and she says so beforehand if thirty minutes will not cover it. Or call 281-797-8389.

What she charges

Published rates
Initial consultation 30 minutes $200
Everything after it per hour $395
Operating agreement flat fee $1,500–$10,000
Monthly retainer not offered
Payment in advance PayPal

Work with a defined shape is quoted flat before it starts. Work without one is hourly, and the hour is the same hour whether the question arrives on a Tuesday or during a closing.

There is no monthly number on this page because there is no monthly product. A subscription is a promise about how much law you will need, sold to you before either of you knows. The published rate is a fact.

Contents eight parts · book from any of them
Two more sheets
Part one — the arrangement no engagement is created by reading this

What outside general counsel is, and four things it is not

It is an ongoing relationship with one attorney who keeps your documents, knows what you signed last year, and can be asked a twenty-minute question without a twenty-minute question turning into a new matter. The value is continuity, not volume.

An in-house lawyer costs a salary and reads everything. A firm costs an opened matter and reads what the matter is about. Most companies between those two sizes have neither, so the questions get distributed: the tax half to the accountant, the lease to whoever is free, the founder departure to a search engine at eleven at night.

What that arrangement produces is not bad advice. It is unowned advice — each half answered correctly by somebody who never saw the other half. The documents you sign early constrain what is possible later, and by the time it matters, fixing it is a renegotiation rather than a decision.

Outside general counsel closes that by being the same person every time. She has your operating agreement, your leases, your customer form and your last election on file. The second call is shorter than the first, and the fifth is a text message.

It is one attorney, working entirely by video, telephone and email, nationwide. It is not a firm with a bench, and where a question needs counsel licensed in another state, or a courtroom, it goes out to somebody who does that. That referral is part of the arrangement, not a failure of it.

Not a monthly retainer There is no monthly number and no tier.Worksheet F8 — not offered
Not a subscription Nothing renews, nothing auto-charges, and there is nothing to cancel.PayPal, in advance, per engagement
Not an in-house lawyer She is outside counsel. She does not sit in your standups and she is not your employee.One attorney · no bench
Not a document plan Documents are drafted here, but the product is the reading, not the paper. Nothing is sold on its own.Flat fee quoted before drafting

The only thing you decide today is the first $200. Nothing else is due in advance, and there is nothing to sign to find out whether this is the right arrangement.

Book a consultation $200 · 30 minutes · by video
Part two — the standing list ten in scope · four refused

Fourteen questions a year, and who they land on now

These are ordinary questions, not emergencies, and a company with revenue hits most of them in any twelve months. The left mark says whether this office answers it. The right column says who is answering it in your company at the moment.

The question, as it actually arrives Who it lands on today

A new investor wants a preferred return. What does that do to the S election we made last year?

Nobody

Our operating agreement is a template from before we had two more members. Does it still describe the deal?

Nobody

A co-founder is leaving and the agreement says nothing about what happens to their units.

Nobody

We are signing a letter of intent on Friday. Is any part of it binding before the deal closes?

Nobody

The studio franchise agreement has a non-compete with a radius we cannot draw on a map.

Nobody

We are hiring in a state we have never touched. What has to exist before the offer goes out?

Nobody

The lease has a personal guaranty on page fourteen. Can it come out, and what do we give up for that?

You, at eleven at night

A customer sent their master services agreement instead of signing ours.

Whoever is free that afternoon

Should this come out as salary or as a distribution, and what makes the split defensible?

Your accountant, in March

We want to move a rental property into an LLC. What does that do to the loan and to the basis?

Split between a broker and an accountant

My spouse and I are separating and the company is in the middle of it.

Not this office · referred out

The vendor never paid us and we want to sue.

Not this office · referred out

We have been served.

Not this office · referred out same day

File the patent application on the thing we built.

Not this office · registered patent counsel
6 of 14

land on nobody at all in a company with revenue and no in-house lawyer. Two more are answered by somebody who can only see half of the question. That is the gap this arrangement is for — and it is also why the four refused questions are printed here rather than discovered on a paid call.

The fourteen are illustrative, not a menu and not a limit: they are the shape of what arrives, drawn from the practice areas she ranked on her own intake worksheet — outside general counsel, entity selection and formation, operating agreements, federal tax planning, and contract review and drafting. Whether any of them is straightforward or difficult in a particular company depends on the specific facts of that company.

The long version

The first question on this list is worked all the way through, day by day and drawn to scale, on the office sheet: an agreement signed on day 174, an election filed on day 471, and one thousand and thirty days before anybody read the two documents against each other.

Part three — what it costs $200 · then $395 an hour · PayPal in advance

What a year of this costs at the published rate

There is no monthly number here, so the honest way to answer “what will this cost me” is to add up a plausible year of questions at the rate that is actually published. Three specimen years, in the three industries she named.

Three specimen years

$200 consultation · $395 per hour · flat fee where the work has a shape
Specimen — technology

A six-person software company, second year of revenue

  • Initial consultation, 30 minutes$200
  • Two customer agreements read and marked up — 3.0 h$1,185
  • Co-founder departure and the unit repurchase — 2.0 h$790
  • Letter of intent, read before signature — 1.0 h$395
  • Offer package for a first out-of-state hire — 2.0 h$790
Year$3,360

8.0 hours after the consultation

Specimen — fitness

A two-studio fitness company opening a third

  • Initial consultation, 30 minutes$200
  • Studio lease, guaranty negotiated — 1.0 h$395
  • Franchise agreement read against location two — 3.0 h$1,185
  • Instructor agreements rebuilt as one form — 2.0 h$790
  • Salary and distribution question, before year end — 1.0 h$395
Year$2,965

7.0 hours after the consultation

Specimen — real estate

A holding group buying a fourth property

  • Initial consultation, 30 minutes$200
  • Operating agreement for the new entity — flat$3,500
  • Deed and loan question before closing — 1.0 h$395
  • Second member admitted, agreement amended — 2.0 h$790
Year$4,885

3.0 hours after the consultation, plus one flat fee

These three companies do not exist. They are specimen years, not client files, and nothing here is an outcome, a case study or a testimonial. The questions are ordinary ones drawn from the industries on her intake worksheet; the arithmetic is the published rate multiplied by the hours shown, and nothing else. The flat fee is inside the published $1,500–$10,000 range and would be quoted before the drafting began.

What a real year costs depends on the specific facts — how many economic deals are inside your agreement, how many states you touch, and how much of it was already written down. None of this is a quote and none of it is a promise.

The arithmetic runs one way only: hours at the published rate, plus the consultation, plus any flat fee. There is no minimum, no annual commitment, no unused-hours forfeiture and nothing that renews. If a year has one question in it, that year costs $200 and one hour. [[BILLING INCREMENT — confirm how partial hours are billed, and state it here in plain words before launch.]]

The first line of that arithmetic is $200. Every specimen year above starts with the same half hour, and so does a real one.

Book a consultation $200 · 30 minutes · by video
Part four — which conversation you are in 26 U.S.C. §7525 · Tex. Disciplinary R. 1.05

What is protected when you ask a CPA, and when you ask a lawyer

Both professions owe you confidentiality. They are not the same protection, they do not reach the same rooms, and almost nobody is told the difference before the question is already asked. She is licensed in both, which is the only reason this page can set them side by side.

Asked of a federally authorized tax practitioner

The §7525 protection

Congress extended the common-law protection of confidentiality to communications with a CPA or an enrolled agent — but only to the extent the communication would have been privileged between the taxpayer and an attorney, and only in certain proceedings.

  • Non-criminal tax matters before the Internal Revenue Service.
  • Non-criminal tax proceedings in federal court brought by or against the United States.
  • It does not reach a criminal matter, and it is not written to reach a private commercial dispute.
  • By its own terms it does not apply to written communications in connection with the promotion of participation in a tax shelter.
26 U.S.C. §7525(a)(1), (a)(2), (a)(3) · §7525(b)
Asked of a lawyer you have engaged

The attorney-client privilege, and the wider duty around it

The privilege is the evidentiary rule. The duty of confidentiality is broader than the privilege: it covers all information relating to the representation, whatever the source, and it is not limited to the rooms a statute names.

  • It is not confined to tax proceedings, or to federal ones.
  • Work product has its own protection, on its own terms.
  • An accountant can be brought inside the privilege by the lawyer, in the arrangement the Second Circuit approved in Kovel — which is the structure this office already is, in one person.
Tex. Disciplinary R. Prof’l Conduct 1.05 · Fed. R. Evid. 501 · United States v. Kovel, 296 F.2d 918 (2d Cir. 1961)

This is not an argument for keeping your accountant at arm’s length. It is an argument for knowing which conversation you are in before you start it, because the question that begins “can we structure it so that…” is a different question depending on who is on the other end. Whether any particular communication is protected depends on the specific facts, on the forum, and on what the communication was actually for. [[TEXAS ADVERTISING — confirm the permitted wording for a Texas lawyer stating a Maryland CPA licence, and revise this section to match it.]]

Part five — refused work printed here so it is not discovered on a paid call

What she does not do

  • Divorce
  • Family law
  • Litigation
  • Patent prosecution
  • Documents sold on their own

No divorce and no family law. Not as a matter of capacity and not as a matter of scheduling — it is off the list, and she asked for it to be off the list. If a separation is already touching the company, the company question and the family question both need somebody else on the family side.

No litigation. This office does not appear in court, does not conduct discovery and does not take a matter that has been filed. If you have been served, the useful thing this office can do in the next hour is hand you to somebody who tries cases — and that is a referral, at no charge, not a consultation.

No patent prosecution. Filing and prosecuting a patent application requires registration before the United States Patent and Trademark Office, which is a separate admission. Ownership of what your engineers write, and what your contractors assign, is a contract question and is squarely in scope.

No documents sold on their own. A template with no one reading it against your facts is the thing that produced the problem on the first sheet of this site. Drafting happens inside an engagement, at a flat fee quoted before it starts.

Part six — the warrant checkable in two public registries

Who answers the phone

One attorney, and the same one every time. Thirty years in tax as an accountant. A lawyer since 2020. That ordering is the point: she has been paid to do both jobs, which is not the same thing as a lawyer who reads tax cases.

Attorney Olinda WoodruffState Bar of Texas no. 24121898 · admitted 12/2020 · active
Second licence Certified public accountant, MarylandA Maryland CPA licence, not a Texas one
Degrees LL.M. in Taxation and J.D., University of Houston Law Center[[GRADUATION YEARS — still blank on the returned worksheet]]
Undergraduate B.S., University of Nebraska–Lincoln, High Honors[[GRADUATION YEAR — still blank on the returned worksheet]]
Federal courts [[FEDERAL COURT ADMISSIONS — question B5 came back blank; do not publish a list until it is answered]]
Board certification None claimed. The Texas Board of Legal Specialization certifies attorneys in named areas; she is not certified, so no such claim appears anywhere on this site.Worksheet B6

That is who picks up. Not an intake coordinator, not a paralegal taking a message, and not a different associate on the second call.

Book a consultation $200 · 30 minutes · by video
Part seven — questions answered here rather than on a paid call

Questions owners ask first

Ten of them, answered in the order they usually arrive. If the answer you need is not here, the half hour is the way to get it and it costs $200.

What is outside general counsel, and how is it different from a retainer?

It is an ongoing relationship with one outside attorney who keeps your documents and can be asked a small question without opening a new matter for it. A retainer, in the sense most people mean, is money paid up front against future work, or a monthly fee that buys availability.

There is no retainer here in either sense. Nothing is paid in advance except the consultation and any flat fee that has been quoted, nothing renews, and there is no monthly number. What makes it “general counsel” is continuity — she has read your file before the call starts — not a subscription.

Is there a monthly fee?

No. Her intake worksheet answers that question “not offered,” and this site publishes the answer rather than quietly leaving the row out. If that changes it will be published as a rate, with what it includes written down.

What happens on the first call?

Thirty minutes by video, $200, paid by PayPal beforehand. You describe the situation; she reads back what she heard, which is where most of the useful correction happens; and you leave with either an answer, a plan with a price on it, or the name of somebody else. If thirty minutes obviously will not cover what you describe, she says so before you pay rather than after.

There is no form on this site. The homepage assembles a message you can read before you send it, and nothing is captured or stored.

Do you become our lawyer for everything?

No. Each engagement has a written scope. An ongoing arrangement means she is the person you call first and that she already has context — not that every question is automatically inside a representation. Use of this website does not create an attorney-client relationship, and neither does a first conversation about whether there should be one.

What happens if the matter turns into litigation?

It goes to a litigator. This office does not appear in court and does not take filed matters. What it can do is be the person who already knows what your documents say when the litigator asks — which is usually the first thing they ask, and usually the slowest thing to answer.

Can you work with our accountant?

Yes, and that is the ordinary arrangement. Your accountant keeps doing the returns and the books. What changes is that the drafting question and the tax question stop being answered in two separate rooms by two people who never see each other's document.

Whether the conversation is protected, and how far, depends on who is in it and what proceeding it is later relevant to. 26 U.S.C. §7525 is narrower than the attorney-client privilege, and Part four sets out how.

Are you licensed in our state?

She is admitted in Texas. Federal tax law is federal, and a great deal of what an outside general counsel does — contract drafting, entity structure, the S corporation election, allocations — is federal or is not state-specific. Where a question turns on the law of another state, it goes to counsel licensed there, and she says so rather than guessing.

[[FEDERAL COURT ADMISSIONS — blank on the returned worksheet; no list is published here until it is answered]]

Do you handle divorce or family law?

No. No divorce, no family law, no litigation. It is on the refused list above, in display type, because a client should find that out on a free web page rather than four minutes into a paid call.

What if thirty minutes is not enough?

Then the call ends with a plan and a price rather than with an answer, and everything after the consultation is $395 an hour, or a flat fee where the work has a defined shape. An operating agreement is a flat fee in the published $1,500–$10,000 range, quoted before drafting starts. Where in that range depends on the specific facts — principally how many separate economic deals are inside the agreement.

Is anything on this page legal advice?

No. Information on this site is not legal advice, it is written about rules in general and not about your company, and reading it creates nothing. Do not send confidential information through this site or by email before an engagement is agreed in writing.

Part eight — how to start Mon–Fri 9:00am–5:00pm · PayPal in advance

There is no form on this site

Telephone, or email, or the drafted message on the homepage — which assembles itself in your browser, shows you the whole letter before you send it, and stores nothing anywhere. Whichever you use, the next thing that happens is a half hour with the attorney.

281-797-8389 olinda@pinnaclelaw.law 9:00am–5:00pm, Monday through Friday. Text-capable. $200 for thirty minutes, paid by PayPal before the call.
The drafted message

If you would rather send something written and would rather not compose it from nothing, the drafting bench on the homepage writes the message for you from four typeset choices. Nothing is transmitted from it and nothing is stored.

Before you write anything: do not send confidential information. Nothing you send before an engagement is agreed in writing is protected as a confidence, and an unsolicited email does not create an attorney-client relationship. Say what kind of company you are and what the question is about — that is enough to book the half hour. The details belong on the call.

This website may constitute attorney advertising under the Texas Disciplinary Rules of Professional Conduct. Responsible attorney: Olinda Woodruff. Nothing on this page is a quote, and nothing on it predicts an outcome; what any arrangement or provision does in a real company depends on the specific facts and on law that changes.

Authorities [[CITE-CHECK — re-verify every authority below and print the date of the check here]]

Everything this sheet relies on

Each one linked out to a public source and back to the part that uses it. Quoted for the shape of the rule, never applied to your facts.

Table of authorities

six entries · two groups
Statutes and rules of evidence

The confidentiality protection for communications with a federally authorized tax practitioner, and the two kinds of proceeding it is limited to.

The carve-out for written communications in connection with the promotion of participation in a tax shelter.

Privilege in federal court is governed by common law as interpreted by the courts, except where state law supplies the rule of decision.

Cases and professional conduct

An accountant working under the lawyer’s direction can fall inside the attorney-client privilege.

Confidential information is wider than privileged information, and the duty is not limited to what a court would compel.

Communications about a lawyer’s services may not be false or misleading. It is why no years figure appears on this site without the profession it was earned in.