What a Fractional General Counsel Does (and When Growing Companies Need One)

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A fractional general counsel is an outside attorney who stays with a business on a part-time or scoped basis. In my practice, that usually means contracts, governance, day-to-day questions, and coordination on financings or deals, without hiring a full-time in-house lawyer. The value is continuity: the same lawyer already knows how the company prefers to take risk. It also includes watching issues that sit at the edge of legal and tax, including how the company classifies its workers.

What a fractional general counsel does week to week

Growing companies often hit a stretch where legal questions slow decisions, but volume does not yet justify a full-time hire. Fractional GC is built for that middle ground. I learn the business over time instead of starting from zero on every call.

Concrete workstreams I see repeatedly:

• Reviewing and negotiating customer and vendor MSAs, SOWs, and order forms

• Keeping NDAs, offer letters, and board consents consistent with the company's preferred positions

• Advising on entity, equity, and governance questions as ownership changes

• Helping management think through worker classification and contractor agreements before a 1099 relationship becomes a payroll problem

• Coordinating with the CPA, insurance broker, and other advisors when a financing or sale appears

• Building a lightweight intake process so legal review does not become a scavenger hunt for facts

The mix depends on stage and industry. A software company shipping enterprise paper every week looks different from a services firm with a few large contracts a year.

At Roberts & Willie, fractional GC support sits alongside our fractional general counsel and broader business legal services offerings.

Signals that ongoing outside counsel may help

Contracts stacking up without a consistent review process. Founders answering legal questions alone under time pressure. Repeated friction with customers, vendors, or lenders. A financing or sale on the horizon. A preference for more predictable legal spend than pure ad-hoc hourly projects. A growing roster of "contractors" who look, in practice, like employees.

None of those signals means a company must engage a fractional GC. Some companies are better served by project counsel for a defined transaction. Others benefit from a standing relationship so counsel already understands the business when a question arises.

One question I ask management: would it help if the same attorney who reviewed last quarter's MSA also advised on this month's financing term sheet and next month's customer dispute? Continuity is often the point.

How I scope engagements

Some companies set a monthly scope for recurring questions and contract review. Others combine a retainer-style arrangement with separate scopes for larger transactions. Predictable fee structures matter for budgeting as much as legal judgment matters for risk.

Roberts & Willie offers fixed-fee options for many business matters where scope can be defined, including streamlined business transactions starting at $5,000 where that structure fits. I document what is in scope, what response times look like, and how larger projects are handled. Clarity on coverage prevents both under-lawyering and surprise invoices.

A typical standing scope might include review of ordinary-course customer and vendor contracts under a dollar threshold, day-to-day corporate questions, board consent drafting for routine matters, and triage of inbound legal email. Items outside scope (financings, M&A, litigation holds, employment investigations, multi-state regulatory filings) get a separate estimate. Fixed fees work when volume and complexity are predictable. Hourly or capped-fee arrangements fit when the company is in flux. Hybrid models are common: a monthly fixed fee for standing work, plus project fees for deals.

When specialized issues arise (a heavily regulated product line, or a multi-state employment program), I coordinate rather than pretending one lawyer covers every domain alone. That coordination is part of the job.

Worker classification as a standing legal issue

A fractional general counsel engagement with a law firm is an outside-counsel relationship. The lawyer is not the company's employee. That distinction matters, and it is a useful reminder of a problem I see inside growing companies: people are labeled independent contractors on a Form 1099-NEC when the facts look like employment.

The IRS applies a common-law test that looks at three categories of facts: behavioral control (whether the company has the right to direct how the work is done), financial control (expenses, investment, opportunity for profit or loss, and how the person is paid), and the relationship of the parties (written contracts, benefits, the duration of the relationship, and whether the work is a key part of the business). No single factor decides the question. Texas unemployment-tax rules use their own control-based tests, and wage-and-hour rules can classify a worker as an employee even when the company has issued a 1099. Form SS-8 can be filed to ask the IRS to determine a worker's status, but most companies should not wait for a ruling to clean up an obvious problem.

Section 530 of the Revenue Act of 1978 can, in some cases, relieve a business of federal employment-tax liability if it timely filed required information returns treating the worker as a non-employee, consistently treated similarly situated workers the same way, and had a reasonable basis for that treatment. It is a relief provision, not a planning tool, and it does not make the underlying classification correct going forward. It also does not, by itself, resolve wage-and-hour or unemployment-tax exposure.

A compact example: a company engages a salesperson as a "contractor," pays a weekly draw plus commission, requires daily stand-up meetings and exclusive use of the company CRM, prohibits other clients, and issues a 1099. Those facts sit poorly on the behavioral-control and relationship sides of the IRS test. If the person should have been an employee, the company can face back employment taxes, penalties, overtime and benefit claims, and a diligence problem in a later financing or sale. A cleaner process is to review the facts with counsel and the CPA before the first payment, put a real contractor agreement in place only when the relationship supports it, and use payroll when it does not.

Fractional GC work is a good place to catch this early, because the same lawyer who reviews the contractor agreement also sees the offer letters, the cap table, and the data-room list when a deal appears.

What fractional GC is not

It is not a promise that every legal issue disappears. It is not a substitute for management judgment. I advise; business leaders decide. It is also not a temporary contract attorney who never learns the company's preferred risk posture, and it is not a way to place a lawyer inside the company as a 1099 employee equivalent. If the company needs an employee in the legal seat, that is an in-house hire, with payroll, benefits, and a job description. I compare those models in fractional GC versus hiring in-house counsel.

Companies sometimes ask whether fractional GC can cover everything. Good engagements are clear about coverage: what sits in the ongoing relationship, what is a separate project, and when another advisor should lead.

Intake habits that make the relationship work

Even with strong outside counsel, companies benefit from a lightweight intake habit: who requests legal review, what documents are attached, what the deadline is, and what business outcome is desired. Without that discipline, time gets spent reconstructing facts instead of advising.

A simple tracker of open contracts and questions also helps leadership see patterns (repeated customer paper issues, vendor IP problems, financing bottlenecks) that may deserve a form update rather than one-off negotiation each time.

Red flags that the company is under-lawyered

• Contracts signed without anyone reading limitation-of-liability or IP sections

• Cap table or membership ledger that does not match signed equity paperwork

• NDAs negotiated inconsistently across the same deal process

• No central repository for executed agreements

• A roster of contractors who work set hours, use only company tools, and have no other clients

• Founders giving legal answers in Slack because "it will take too long to loop counsel"

Those are process problems. Fractional GC is often an efficient way to fix process before a financing or sale makes the same gaps expensive.

How fractional GC connects to other firm work

Fractional GC work frequently overlaps with contract review, finance and loan closings, private equity and M&A, NDA review, and trademarks. Counsel who already know the company can move faster when a deal or dispute appears.

How I can help

I advise growing companies on fractional general counsel engagements with clear scope, fixed-fee options where the work can be defined, and coordination into financings and transactions when those appear. Office: 1921 Greenville Avenue, Suite 200, Dallas, TX 75206.

Next step

Call or email anytime you want to dig in: (469) 910-4017 or info@robertsandwillie.com. Sending a message does not create an attorney-client relationship.

Disclaimer. This article is for general information only and is not tax, legal, or accounting advice. It does not create an attorney-client relationship. Tax law changes and depends on your specific facts. Do not act on this article without consulting your own attorney and CPA. This article is not intended or written to be used, and cannot be used, by any taxpayer for the purpose of avoiding penalties that may be imposed under the Internal Revenue Code or other applicable law. Attorney Advertising. Roberts & Willie, PLLC, Dallas, Texas; Trenton Roberts, responsible attorney.