Working With a Fractional General Counsel: What In-House Teams Need to Know

Treat the hire like an employee, not an outside advisor. A fractional GC who works well embeds with the team, attends the standups, and builds relationships with people who would never get billable time from a law firm. When we screen for one, we should be screening for the same things we want in an employee. Culture fit and attitude matter as much as technical skill. Heather pointed out that a fast moving startup with high risk tolerance does not want someone who flags every risk and slows everything down, and a public company filing might need exactly that person.

Match the lawyer to the kind of work you actually have. Almost anyone can be a fractional GC, but the work has to align with what they are good at and enjoy. Matt described one client where he showed up in a suit once and the team asked if everything was okay at home, because hoodies were the culture. Laura made the same point from her own solo years, where her best clients looked like the industrial companies she had worked with her whole career. The fit between the lawyer's background and the client's world drives a lot of the value.

Confirm it is genuinely a fractional role before you commit. The whole premise is that there is not enough work to justify a full-time GC, or the timing or stage does not support one yet. Matt described walking into engagements he thought were fractional that turned out to be full-time jobs in disguise, and in one case he found the company a full-time GC and stepped back to traditional outside counsel. If the time commitment and profile do not match a fractional model, you have just created a job without benefits. Underwrite the role honestly up front.

Put scope, pricing structure, and the relationship in the engagement letter. Matt keeps a defined scope as an exhibit, because sloppy scope leads to either scope creep or an assumption that something is covered when nobody is doing it. He also spells out that the role is an independent contractor and not a W2 employee, and he defines the pricing structure rather than leaving it loose. A broad catchall that frames the role as basically an in-house attorney, but not outside counsel work, helps set boundaries without forcing you back into the letter every month.

Invest real time in onboarding, even the hours nobody bills for. The first month or two largely decides whether the relationship works long term. Heather said both sides have to commit the time, which means the company teaches more than it might like and the fractional GC reads the last six investor reports without putting it on the clock. Walk them through the org chart, the playbooks, the risk tolerances, and how the business actually works. If you skip that, you pay the same amount and leave value on the table.

Build trust by putting them in the room early and often. Matt runs open weekly meetings where he opens the floor and just asks what is going on, which gets people comfortable talking to him. He also asks each department to introduce him in a low pressure setting rather than only when someone needs something. Heather added that the transfer of trust starts with the person hiring. When you tell your team here is Matt, he is a great lawyer, I cannot wait for you to meet him, that vouching carries a long way.

Define scope, pricing model, and decision rights as clearly as you can. The three pricing structures in common use are hourly, often sold as a discounted bucket of hours, flat fees that work like a menu of services, and subscription. Matt prefers subscription because clients do not feel nickel-and-dimed on phone calls, but he warned that a subscription only works if you underwrite the scope correctly. Decision rights matter too. Be clear about what the fractional GC can decide alone and when they need to check with the C-suite or whoever they report to.

Manage scope creep with constant, upfront communication. Scope creep is the budget killer everyone named. The fix is regular communication so the internal team stays clear on priorities and the fractional GC stays clear on everything being asked of them. Heather stressed raising changes right away rather than waiting to see if a billing spike repeats, because the gap only widens. Matt framed it as a running check-in. There are fifteen more MSAs this month than last, so what is going on and how do you want to handle it.

Verify their insurance and treat coverage as a signal. A fractional GC should carry their own professional liability coverage, and you should ask for a certificate of insurance showing it, plus cyber and anything else relevant. Both Matt and Heather were emphatic that good coverage is not the millions-of-dollars expense people fear, often closer to a modest annual premium that can be bundled with a business owner policy. A lawyer going bare without malpractice insurance is a red flag worth paying attention to.

Approach the relationship with a spirit of generosity on both sides. Heather said a relationship turns transactional when either party stops treating the fractional GC as integrated, or when nobody extends goodwill. Some months the company asks for a little more than it paid for, and some months the lawyer bills more or delivers less than expected. As long as that stays occasional and both sides let it even out, the relationship gets stronger and produces more value. Matt put it as win months and lose months that balance out over time.