Service
Fractional General Counsel
Board-ready legal judgment for high-growth startups and technology companies, without the overhead of a full-time general counsel.
What is a Fractional General Counsel?
A Fractional General Counsel is an experienced senior lawyer who serves as a company's legal leader on a part-time, retainer, or project basis. The role is designed for companies that need sophisticated legal judgment and day-to-day legal support but are not yet ready to hire a full-time general counsel.
Rather than billing by the hour for discrete questions, a Fractional GC becomes embedded in the business: attending leadership conversations, reviewing contracts before they reach executives, advising on product and regulatory risk, and helping the company build durable legal systems.
The work is hands-on, the judgment is senior, and the relationship is structured around the company's actual needs and stage.
What a Fractional GC Covers
The scope is tailored to the company, but typically spans the full range of legal work a technology company encounters as it scales.
Commercial & Vendor Contracts
Drafting, reviewing, and negotiating SaaS agreements, MSAs, SOWs, vendor contracts, licensing, and procurement documents.
AI, Data & Regulatory Risk
Advising on AI vendor relationships, data governance, product terms, privacy issues, and regulatory triage for emerging technology.
IP, Trademark & Brand Protection
Building trademark and copyright protection programs, managing IP portfolios, and handling enforcement and licensing matters.
Governance & Corporate Matters
Board and founder advisory, governance processes, equity matters, corporate records, and public-company readiness.
Fundraising & Transactions
Supporting financings, SAFEs, priced rounds, M&A, asset sales, recapitalizations, and strategic transactions.
Team & External Counsel Management
Coordinating outside counsel, managing legal spend, and acting as the single point of contact for legal across the business.
Who This Is For
Startups scaling beyond seed or Series A and starting to face a higher volume of contracts, vendor relationships, and product decisions with legal exposure.
AI, web3, and frontier-technology companies that need legal counsel who understands the technology, not just the contract language.
Companies between full-time legal hires who need continuity and judgment without committing to a full-time general counsel salary.
Leadership teams that want legal to be a strategic function rather than a reactive cost center.
A Signature Concept
The Legal Operating Layer
A Fractional General Counsel does not just answer legal questions. The goal is to build the legal infrastructure that makes the company easier to run.
That means creating contracts, policies, workflows, escalation paths, review processes, and decision frameworks that let teams move faster without creating unmanaged legal risk.
It also means deploying AI tooling thoughtfully across the legal function, automating routine review, drafting, and triage to reduce the cost of legal spend without sacrificing the quality, judgment, or rigor of the work.
The result is durable capability: a legal function that scales with the company, rather than a recurring dependence on outside counsel for the same questions.
How Engagements Work
Engagements are structured flexibly, with fixed fees, hourly rates, retainers, project-based pricing, equity, or hybrid arrangements depending on the work and stage of the business.
A typical Fractional GC engagement begins with an understanding of the company's product, team, priorities, and current legal exposure. From there, we identify the highest-impact work, put immediate processes in place, and build toward a legal function that operates smoothly as the company grows.
Communications are direct, response times are built for operating speed, and the work is calibrated to the company's stage, not a law firm's billing model.
Ready to Talk?
If your company is ready for embedded senior legal leadership, let's discuss how a Fractional General Counsel arrangement can work for you.
This website is for general information only and does not constitute legal advice. Contacting Proper Counsel PLLC does not create an attorney-client relationship. Attorney Advertising.