What is a fractionalized general counsel and who is it good for?

Written By Jeremiah Pastrick

Unlike typical outside counsel that may be used on a case-by-case basis to solve or advise upon specific legal problems or represent a business in a legal dispute, a fractionalized general counsel is a more integrated member of a business’s leadership team. An FGC maintains an ongoing, proactive relationship with the business, its executive team and even its managers. This regular interaction with the business creates better opportunity to spot and solve legal issues early, to provide a strategic resource for risk/opportunity analysis, to implement solutions and guidance into the overall operations of the business and to select, guide and manage specialized outside counsel as needed.


A fractionalized general counsel is best-suited for entrepreneurs with businesses that are mature but still growing and typically in a $2m - $50m revenue range. Businesses that look like that can benefit from a fractionalized general counsel for a few reasons:

  • They’re large and sophisticated enough to regularly encounter an array of different legal issues but likely aren’t to the point where a full-time in-house attorney makes sense.

  • They want and expect the business’s legal issues to be addressed in a way that is pragmatic and aligned with the business’s overall strategic goals.

  • They need an attorney who can integrate into the operational aspects of the business to help ensure that legal guidance is effectively implemented.

  • They need the use and management of specialized counsel (including litigation) to be judicious, focused and cost-effective – domestically and internationally.

Someone who also has the disposition to forge strong relationships and interface effectively with leadership teams, managers, employees, customers, vendors, partners and even prospective customers is also helpful.

The legal and strategic functions that a fractionalized general counsel can own and manage include, but are not limited to:

  • Contract negotiation, execution and support with customers, vendors, contractors or partners;

  • Mitigating corporate risk by identifying issues and threats and either resolving internally or referring to and managing outside counsel as necessary;

  • Litigation support – both internal obligations and strategic management of outside counsel;

  • IP development, registration, acquisition & enforcement;

  • HR support including policy development and enforcement; risk mitigation; complaint investigations & response; administrative proceedings support; employment contracts; discipline & termination support;

  • Regulatory compliance;

  • Strategic growth planning & execution;

  • Partnership development, due diligence and formation; and

  • Corporate communications; mediation & conflict resolution; political strategy & engagement.

And, a fractionalized general counsel can add value to an organization in the following ways:

  • Provides an “owner” for the legal needs & responsibilities of the business – consolidating responsibilities and freeing up the typical owners (e.g. CEO, CFO, Sales, HR) from legal distractions.

  • Increased speed of transactions – customer negotiations, onboarding & renewals; partnership development & execution.

  • Better alignment between legal & growth strategy.

  • Higher risk tolerance.

  • Further reach; increased growth opportunity.

  • Increased accountability among customers, vendors, partners and employees.

  • Increased brand/IP value; greater ownership of marketplace through strategic IP positioning.

  • Reduced outside counsel costs – less need; tighter management.

  • Launchpad for growth of in-house legal team as business grows.

To do this work best, it helps to have an ongoing rhythm of engagement with the business and its leadership team. That set-up provides context, strategic connectivity, rapport-building and accountability that’s very difficult to achieve when you just parachute in from time to time, untie a knot, leave and send a bill. To make that type of a set-up achievable a monthly flat fee basis instead of hourly billing makes much more sense. This type of fee structure positively changes the dynamic from feeling like “the meter’s always running” to having a prepaid resource at a fixed cost that provides ongoing value to the business.

If you’d like to learn more about the potential value of a fractional general counsel, please get in touch.


Jeremiah Pastrick