How to Choose a Fractional General Counsel for Your Business
Choosing a Fractional General Counsel is different from retaining a lawyer for one contract.
The lawyer may support the business across recurring agreements, negotiations, and legal questions over an extended period. The relationship should provide more than legal knowledge. It should also offer an appropriate scope, sufficient capacity, relevant experience, and a practical understanding of the company’s commercial priorities.
Before selecting a Fractional General Counsel, a business should understand what legal support it needs and how the proposed arrangement will operate.
What Is Fractional General Counsel?
Fractional General Counsel is an ongoing legal service provided within an agreed monthly scope.
The business reserves a set amount of legal capacity each month. Those hours are allocated to the company’s current priorities.
Depending on the law firm and the agreed scope, Fractional General Counsel may support contracts, corporate matters, employment issues, regulatory questions, disputes, or other legal needs.
At Delta Law, Fractional General Counsel services are primarily focused on commercial contracts. Support can include a combination of contract drafting, review, revisions, negotiation support, and advice relating to contractual rights and responsibilities.
Not every Fractional General Counsel provider offers the same services.
Understanding the scope is an important part of choosing the right lawyer or law firm.
1. Identify Why Your Business Needs Ongoing Legal Support
The selection process should begin with the company’s actual legal needs.
A business should consider:
What types of legal work arise regularly?
Which contracts require the most attention?
How many active matters does the company usually have?
Are negotiations becoming more complex?
Which legal issues are affecting senior leadership?
Does the company need legal support every month?
Is the need primarily contractual, corporate, employment related, regulatory, or connected to another area?
A company seeking support with recurring commercial agreements may require a different Fractional General Counsel than a company focused on financing, employment matters, regulatory compliance, or litigation.
Defining the need helps the business evaluate whether a provider’s experience and service model are appropriate.
2. Confirm That the Scope Matches Your Priorities
The term Fractional General Counsel can describe several different service models.
Some providers offer broad support across many areas of law. Others focus on a particular type of work or industry.
Before retaining a provider, the company should ask what the monthly scope can include.
For a business with recurring commercial contract needs, the scope may include:
Drafting customer, supplier, service, manufacturing, or distribution agreements
Reviewing contracts received from other parties
Preparing revisions and contract comments
Supporting commercial negotiations
Advising on contractual rights and responsibilities
Updating reusable contract templates
Reviewing amendments and statements of work
Helping decision makers evaluate significant contract terms
The written engagement should clearly describe the agreed services.
A defined scope helps the company understand how the available legal capacity can be used.
3. Consider the Lawyer’s Commercial Contract Experience
A Fractional General Counsel supporting recurring contracts should have meaningful experience drafting, reviewing, and negotiating commercial agreements.
The company can ask about experience with the types of contracts it regularly encounters.
These may include:
Customer and supplier agreements
Master service agreements
Statements of work
Manufacturing and co packing agreements
Distribution agreements
Professional service agreements
Independent contractor agreements
Confidentiality agreements
Licensing agreements
Warehousing and logistics agreements
The lawyer does not need to have handled an identical transaction to provide useful support. However, relevant experience can help the lawyer understand common contract structures and identify the provisions that require closer attention.
4. Understand Who Will Perform the Work
A business should understand who will be responsible for its legal work.
Important questions may include:
Who will be the primary lawyer?
Will other lawyers assist with particular matters?
What level of experience do those lawyers have?
How will work be assigned within the law firm?
Who will provide advice on significant contractual issues?
Who should the company contact when a new matter arises?
The appropriate structure will depend on the company’s needs.
Some businesses prefer one primary lawyer who develops a detailed understanding of their contracts. Others may benefit from access to several lawyers with different areas of experience.
The important point is that the company understands the service model before the engagement begins.
5. Ask How Monthly Capacity Is Determined
Fractional General Counsel arrangements are often based on a set number of monthly hours.
The company should understand how the initial capacity will be estimated.
Relevant factors may include:
The number of contracts entering the business
The complexity of those agreements
The expected number of negotiations
The length of the contracts
The number of active commercial relationships
The condition of the company’s existing templates
The company’s immediate priorities
Whether several matters are likely to be active at the same time
An initial estimate may not perfectly reflect the company’s actual legal needs.
A practical service model should provide an opportunity to assess how the hours are being used and whether the capacity remains appropriate.
6. Understand What the Monthly Hours Represent
Monthly legal capacity does not necessarily translate into a fixed number of agreements or deliverables.
One contract may require a limited review. Another may involve a lengthy agreement, several rounds of revisions, and significant negotiation support.
The company should understand that the available hours may be affected by:
The length and complexity of the agreement
The number of issues identified
The amount of drafting required
The number of revision rounds
The responsiveness of the other party
The company’s internal decision process
Changes to the commercial arrangement
A clear proposal should explain that the hours provide legal capacity rather than a guaranteed document count.
This allows the company to prioritize the work that is most important within the available time.
7. Review the Fee Structure
The company should understand how fees are calculated before the engagement begins.
Questions may include:
What monthly capacity is included?
What rate or fee applies?
What happens if the company requires additional hours?
Is approval required before additional time is incurred?
Are there separate charges for disbursements or taxes?
How long is the initial commitment?
When can the arrangement be reviewed or adjusted?
The appropriate fee structure depends on the company’s needs and the law firm’s service model.
The lowest monthly fee is not necessarily the best value. The company should also consider the lawyer’s experience, the scope of support, the available capacity, and the commercial importance of the work.
8. Ask How Priorities Will Be Established
A company may have several legal matters competing for the same monthly capacity.
The Fractional General Counsel arrangement should provide a practical way to identify which matters receive attention first.
Priority may depend on:
Contract deadlines
Commercial value
Operational importance
The stage of a negotiation
The risk created by delay
The availability of internal decision makers
The amount of time remaining in the monthly capacity
The company remains responsible for its commercial priorities. The lawyer can help explain the legal significance of the matters so that informed decisions can be made.
A clear approach to prioritization helps the business use its reserved capacity effectively.
9. Consider the Lawyer’s Communication Style
Legal advice should be understandable to the people making business decisions.
A Fractional General Counsel should be able to explain:
What the contract requires
Why a provision is important
How the term may affect the business
What revision may address the concern
Which issues require a commercial decision
What alternatives may be available
The company should also understand how new matters will be submitted and how advice will be provided.
A communication process that suits the company can make the ongoing relationship more effective.
10. Look for a Practical Commercial Approach
Commercial contracts rarely involve a choice between accepting no risk and accepting unacceptable risk.
Most negotiations require the company to decide which obligations are reasonable in light of the value of the transaction, its bargaining position, and its ability to perform.
A practical Fractional General Counsel should help the company understand the legal and commercial effect of the proposed terms.
This may involve considering:
Whether the obligation reflects the actual transaction
Whether the company can perform the obligation
Whether the risk is proportionate to the agreement
Whether a corresponding obligation is required from the other party
Whether alternative language can address the concern
Whether the company is willing to accept the term for commercial reasons
The lawyer provides legal advice, but the company makes the commercial decisions.
11. Consider Industry and Business Model Experience
Experience with the company’s industry or business model can be valuable.
A lawyer supporting a manufacturer may need to understand supply, production, forecasting, inventory, and distribution relationships.
A lawyer supporting a professional services firm may need to understand scope, deliverables, intellectual property, client dependencies, and subcontractors.
The company can ask whether the lawyer has experience with similar businesses, contracts, or commercial arrangements.
Industry experience should not replace careful legal analysis. However, it may help the lawyer identify practical issues that are important to the company’s operations.
12. Ask About the Onboarding Process
An ongoing legal relationship requires the lawyer to develop an understanding of the company.
The onboarding process may involve learning about:
The company’s products or services
Its important customers and suppliers
Its recurring contract types
Its existing contract templates
Its commercial priorities
Its preferred contract positions
Its anticipated legal workload
The individuals responsible for legal decisions
At Delta Law, Fractional General Counsel generally begins with a three month onboarding period.
Active legal work begins during this period. Delta Law also develops an understanding of the company’s operations, contracts, priorities, and anticipated legal needs.
At the end of the three months, the parties can finalize or adjust the ongoing hours, scope, and working arrangements based on actual experience.
13. Determine Whether the Service Can Adjust With the Business
A company’s legal needs may change over time.
Contract volume may increase as the company enters new markets, works with larger customers, adds suppliers, or expands its services.
The business should ask how the arrangement can be reviewed if its legal needs change.
This does not mean that capacity can always be increased immediately. Availability will depend on the law firm and the scope of the requested work.
However, the company should understand whether there is a process for reviewing the hours and scope when its needs develop.
14. Confirm the Jurisdiction and Legal Services Provided
A business should confirm that the lawyer is authorized to provide the legal services required in the relevant jurisdiction.
This is particularly important for companies operating in several provinces, territories, states, or countries.
The company should also identify whether its needs include matters outside the provider’s scope or jurisdiction.
A clear understanding at the beginning of the relationship allows the parties to determine which work can be supported through the arrangement.
Questions to Ask a Potential Fractional General Counsel
Before selecting a provider, a business may wish to ask:
What types of legal work are included in your Fractional General Counsel services?
What types of contracts do you regularly draft, review, and negotiate?
Who will perform the work?
How do you determine the initial number of monthly hours?
How are matters prioritized within the available capacity?
What happens if additional hours are required?
How long is the initial commitment?
What does the onboarding process involve?
When can the hours and scope be reviewed?
How do you communicate significant contract issues to business decision makers?
Do you have experience with companies in our industry or with similar agreements?
Which legal matters fall outside the proposed scope?
The answers should help the company compare providers based on the support it actually needs.
Project Based Services or Fractional General Counsel?
A business with one specific agreement may be better suited to project based legal services.
Fractional General Counsel may be more appropriate when contract drafting, review, negotiation, and related advice occur throughout the year.
The right structure depends on:
The frequency of the legal work
The complexity of the agreements
The importance of the commercial relationships
The value of reserved legal capacity
The amount of context required to provide useful advice
A business should choose the structure that reflects its current needs rather than assuming that ongoing services are always required.
Choosing the Right Fractional General Counsel
The right Fractional General Counsel should have the experience, capacity, and service model required to support the company’s recurring legal needs.
The company should understand what is included, who will perform the work, how priorities will be established, and how the arrangement can be reviewed after the lawyer gains practical experience with the business.
For companies with recurring commercial contracts, the relationship should provide senior legal support informed by an understanding of the company’s operations and commercial priorities.
Why Businesses Choose Delta Law
Delta Law provides Fractional General Counsel services focused on commercial contracts.
Support can include contract drafting, review, revisions, negotiation support, and advice relating to contractual rights and responsibilities.
The service is designed for businesses that require recurring senior legal support but are not ready to hire a full time in house lawyer.
The three month onboarding period allows active work to begin while Delta Law develops an understanding of the company’s contract needs and use of legal capacity.
Book a Consultation
If your business is comparing Fractional General Counsel providers, Delta Law can discuss your recurring contract needs, current priorities, and anticipated legal workload.
Book a consultation to determine whether Delta Law’s Fractional General Counsel or project based legal services are appropriate for your business.
