Fractional General Counsel
Senior legal counsel.
Without the
full-time overhead.
Most growing businesses need more legal guidance than they get, but not enough to justify a full-time General Counsel. We serve as your embedded GC on a fractional basis: available for day-to-day contracts, employment questions, and governance matters, without the cost of a $300K+ hire.
Scope of Work
What We Handle
A fractional GC is not a helpline for emergencies; it is a standing resource for the full range of legal work a growing business encounters. Here is what that looks like in practice.
Contract Review & Drafting
Most business risk lives in contracts. We review, negotiate, and draft the agreements your business runs on: vendor contracts, SaaS agreements, NDAs, partnership agreements, licensing deals, and master service agreements, with the institutional knowledge of a company that has seen thousands of them.
Common documents: MSAs, SOWs, SaaS subscription agreements, data processing agreements, license agreements, distribution agreements, strategic partnership agreements, and LOIs.
Employment & HR Legal Support
Employment law exposure scales with headcount. We advise on offer letters, employment agreements, equity documentation, non-competes, separation agreements, and handbook policies. When an HR issue escalates, we help you respond correctly before it becomes a claim.
Areas covered: offer letter and employment agreement review, PIIA and NDA drafting, equity grant documentation, wage and hour compliance, employee discipline and termination, separation agreements, and handbook review.
Corporate Governance
Board consents, equity grants, officer appointments, cap table maintenance, and annual corporate filings are not glamorous, but missing them creates expensive problems at financing rounds and acquisitions. We handle the ongoing corporate hygiene that keeps your records clean.
Regular tasks: board and stockholder consents, equity grant documentation, cap table reconciliation, annual state filings, registered agent management, and corporate records maintenance.
Vendor & Technology Agreements
Every SaaS tool, cloud provider, data vendor, and third-party integration your business relies on has a contract, and most of those contracts were written by the vendor's lawyers, not yours. We review and negotiate the agreements that govern your data, your IP, and your operational dependencies.
Common issues: data ownership and portability, limitation of liability caps, indemnification obligations, auto-renewal and termination rights, SLA provisions, and data processing requirements for GDPR or CCPA compliance.
Regulatory Compliance
Growing businesses encounter new regulatory requirements at every stage: privacy law, industry-specific licensing, consumer protection, and federal contracting rules. We identify the obligations that apply to your business and help you build compliance programs that are proportionate and practical.
Common areas: CCPA/CPRA and privacy program development, state business licensing, industry-specific regulatory compliance, terms of service and privacy policy review, and FinCEN beneficial ownership reporting.
Transaction & Deal Support
When your business is involved in a significant transaction (a financing round, an acquisition, a partnership, or a strategic investment) you need counsel who already knows your company. We step into transactions as your GC, coordinating with outside deal counsel and protecting your interests throughout.
Transaction support: pre-deal legal health review, due diligence preparation, representation and warranty analysis, deal document review, and post-closing integration support.
Ideal Clients
Who It’s For
Fractional GC is not for every business; it is for businesses that have outgrown reactive legal support but are not yet ready for a full-time hire. Here is the profile of our typical fractional GC clients.
Post-Seed Startups
You have closed your seed round, built a team, and signed your first real vendor contracts, but you are not yet at the scale where a full-time GC makes sense. You need someone who can handle employment issues, investor questions, and inbound contracts without burning through your runway on hourly rates.
Growing SMBs
Small and mid-size businesses accumulate legal complexity as they grow: more employees, more vendors, more contracts, and more exposure. A fractional GC provides the institutional legal memory and proactive risk management that companies in growth mode need, without the $300K+ salary of a full-time hire.
Companies in Transition
Between a departing GC and a new hire, during a leadership change, or in the period following a financing event, companies often need senior legal coverage on a temporary basis. We step in as interim GC, fully integrated with your team, while you plan your next legal hire.
PE-Backed Businesses
Portfolio companies often need more legal support than their size would suggest. Post-acquisition integration, reporting obligations, add-on deal diligence, and ongoing governance requirements all demand reliable legal infrastructure. We serve as embedded counsel for PE-backed businesses navigating the demands of operating under a sponsor.
Healthcare & Tech Businesses
Companies in regulated industries face legal questions that general business counsel may not be equipped to answer. Our healthcare and technology clients benefit from a fractional GC who understands the specific regulatory environment they operate in, and can serve as the first line of legal analysis before escalating to specialized outside counsel.
Founder-Led Companies
Founders are often the de facto general counsel of their own businesses, reviewing every contract, making every legal call. This is inefficient and risky. A fractional GC takes the legal function off the founder's plate, provides a qualified second opinion on risk decisions, and frees the founder to focus on building.
The Engagement
How It Works
A fractional GC engagement is not a retainer for ad hoc phone calls. It is a structured, ongoing relationship designed to function like an in-house legal department: proactive, embedded, and accountable.
Onboarding
We begin with a structured legal audit of your business: reviewing your corporate documents, material contracts, employment agreements, and compliance obligations. The goal is to understand what you have, identify gaps, and establish baseline corporate hygiene before we go into ongoing mode.
Deliverables: summary of existing agreements, identification of missing or outdated documents, compliance gap assessment, and a prioritized action list.
Ongoing Availability
Once onboarded, we are available as your GC, accessible by email and phone for day-to-day legal questions, contract reviews, and issue escalation. Response times are defined in your engagement agreement. The goal is to be the legal resource your team actually uses, not one they avoid because of cost uncertainty.
Scope: contract reviews, employment questions, vendor negotiations, regulatory questions, and general legal guidance, all included within your monthly scope.
Scalable Scope
Legal needs are not constant. We structure engagements to scale up for high-activity periods (a financing round, a key hire, a contract negotiation sprint) and down during quieter periods. You are not locked into a staffing model that does not match your actual usage.
Scope adjustments are handled proactively, not reactively. We flag upcoming needs before they become urgent and give you visibility into activity levels month-to-month.
Coordination with Outside Counsel
A fractional GC is not a replacement for specialized outside counsel; it is the layer that makes outside counsel more efficient. We manage outside counsel relationships, provide context on your business, and handle everything that does not require specialized expertise in-house, so you only pay specialist rates when you actually need them.
We have established relationships with specialized counsel in securities, IP, tax, and litigation, and coordinate seamlessly when matters require escalation.
Know the Difference
Fractional vs. Full-Time vs. Outside Counsel
Each model has its place. Most businesses at the growth stage are best served by a fractional GC for day-to-day coverage and specialized outside counsel for discrete matters.
| Full-Time GC | Fractional GC | Outside Counsel | |
|---|---|---|---|
| Cost | Full-time GC salary: $250,000-$400,000+ plus benefits, equity, and overhead. | Monthly retainer scaled to your actual legal volume, typically a fraction of a full-time hire. | Hourly rates of $400-$600+ per hour. Costs are unpredictable and spike with activity. |
| Business Context | Deep knowledge of your business, built over time. | Structured onboarding establishes deep familiarity with your business, contracts, and operations. | Limited context. Every engagement starts from scratch or requires expensive ramp-up time. |
| Availability | On-call and embedded in the business. | Responsive and embedded within defined scope, available for day-to-day needs without the overhead. | Available when engaged on a matter, but not a standing resource for day-to-day questions. |
| Proactive Risk Management | A good GC identifies issues before they become problems. | Regular check-ins and contract reviews catch issues before they escalate. | Reactive by nature: outside counsel responds to problems rather than preventing them. |
Common Questions
FAQ
What is a Fractional General Counsel?
A Fractional General Counsel is an experienced attorney who serves as your company's in-house GC on a part-time or retainer basis, providing the strategic legal oversight and day-to-day guidance of a full-time GC, without the cost of a full-time hire. Unlike outside counsel, a fractional GC is embedded in your business, learns your operations, and functions as a member of your leadership team rather than an outside advisor engaged on discrete matters.
How is this different from just hiring outside counsel?
Outside counsel is engaged by the matter: you call them when something comes up, they handle it at their hourly rate, and the engagement ends. A fractional GC is a standing resource: someone who knows your business, monitors your legal exposure on an ongoing basis, reviews contracts proactively, and is available for the day-to-day legal questions that never get sent to outside counsel because the cost is prohibitive. The result is more comprehensive coverage at a lower and more predictable cost.
What does a typical monthly engagement look like?
A typical engagement begins with an onboarding audit: we review your corporate documents, material contracts, and compliance obligations, identify gaps, and establish a baseline. From there, ongoing work includes contract review and negotiation, employment and HR support, corporate governance maintenance, and general availability for legal questions. The scope and depth scale with your volume. We communicate monthly on activity and proactively flag upcoming issues.
Do you replace our outside counsel?
No. We complement them and make them more efficient. Specialized matters (securities offerings, patent prosecution, complex litigation) still require specialized outside counsel. What a fractional GC does is handle the broad range of day-to-day legal work in-house, provide context when outside counsel is engaged, manage outside counsel relationships, and ensure you are only paying specialist rates for work that actually requires a specialist. Most businesses that work with a fractional GC find their total outside counsel spend decreases significantly.
What size company is a good fit?
Fractional GC engagements work best for companies with 10 to 200 employees, past the stage where the founder can handle legal questions personally, but not yet at the scale where a full-time GC hire is justified. The model also works well for businesses in transition: between GCs, post-acquisition, during a period of rapid growth, or in the lead-up to a financing round. If your legal spend on outside counsel has become meaningful but unpredictable, and you find yourself making risk decisions without adequate legal input, fractional GC is worth considering.
Work With Us
Your business deserves legal counsel that's actually embedded in it.
Initial consultations are straightforward — no pressure, no jargon. Just an honest conversation about your business and what you need.
Attorney Advertising. The information on this page is for general informational purposes only and does not constitute legal advice. No attorney-client relationship is formed until a written engagement agreement is signed. See full Disclaimer.