Fractional · Outside General Counsel

Corporate counsel, on demand.

Fractional general counsel for founders, sponsors, and the companies between their first outside lawyer and their first chief legal officer. A partner-led team sits inside the business when you need it and steps back when you don't.

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Privilege follows the advice, not the title. A general counsel's memo is protected when its primary purpose is legal advice and discoverable when it is business advice, and courts sort mixed communications by that test. A company that has been running legal through its chief operating officer usually has a year of discoverable email before it notices.

Corporate Counsel On Demand puts a partner-led team inside the business on a fixed monthly fee, scoped in writing. Illinois distinguishes a security retainer, which stays the client's money in trust until earned, from an advance payment retainer, which becomes the firm's on receipt and, since the Illinois Supreme Court addressed it in 2007, must be documented in writing with the reasons it serves the client. The engagement letter says which. Transactional work above the baseline is scoped separately before it starts.

The team carries the standing work: board minutes and consents, the contract queue, and the employment and privacy baseline. When a matter outgrows the everyday, the same partner brings in the firm's other practice groups, and locally admitted counsel abroad where the work crosses a border, under one engagement.

What's included

The depth of a corporate department, scoped to you.

Board-level, partner-led counsel on a fixed monthly fee, under one engagement with one point of accountability. The function flexes with your month, quiet when the work is light and fully staffed when it isn't.

Fractional general counsel Board & governance advisory Commercial-contract throughput Deal-by-deal M&A coverage Financing & cap-table support Privacy, IP & employment baseline

How it works

A short path from first call to a counsel function that's already running, without a procurement marathon or a rotating cast.
01

Scoping call

A partner walks through your stage, your near-term plans, and where legal bites today, from contracts and governance to the deal on the horizon. We map the work, run conflicts, and propose a scope you can read in a page.

02

Fixed monthly engagement

We agree a fixed monthly fee tied to that scope, so legal becomes a planned line item instead of a surprise. Transactional spikes such as an acquisition or a raise are priced separately and up front, so you are never billed by ambush.

Terms are set in the engagement letter, which controls.

03

A partner-led team on call

A named partner owns the relationship and the day-to-day, pulling in the firm's other practice groups, and locally admitted counsel from the partner network, as the work demands. You call a person who knows your company, and the team carries the context forward month over month.

Who it's for

For the companies and capital that have outgrown ad-hoc counsel but haven't yet built the department.

Growth-stage & middle-market companies

Past first revenue and into real velocity, where contracts, hiring, and financings stack up faster than any single outside engagement can absorb.

Founders

For the founder who needs board-level judgment on call without putting a full-time chief legal officer on the cap table before the company is ready for one.

PE-backed portfolio companies

A consistent counsel function across a sponsor's holdings, with governance, add-on diligence, and reporting handled by a team that already knows the thesis.

Family offices

Direct deals, entity structure, and the standing legal infrastructure behind private capital, handled discreetly, at partner level, and around the way the office operates.

Engagements are scoped individually · suitability and conflicts confirmed before any matter begins.

Common questions

What founders and sponsors ask before they commit to an outside counsel function.
How is Corporate Counsel On Demand priced? +
A fixed monthly fee, set after the scoping call against the volume of contracts, board work, and advice you expect, and reviewed at agreed intervals rather than renegotiated each month. Illinois Rule 1.5 requires that the scope and the basis of the fee be communicated to you, and ours are, in a letter that also says what falls outside the baseline. An acquisition, a financing, or a dispute is scoped and priced separately before it begins, so a deal month does not consume the standing budget. The engagement letter controls over anything on this page.
How does this differ from a traditional law-firm panel or hourly billing? +
A panel gives you vendors you call after a problem appears, billed by the hour. On Demand embeds a partner-led team inside your business on a fixed monthly fee, so we are in the room before the problem forms. You get continuity, institutional memory, and one partner who answers for the whole engagement, rather than a rotating cast and a meter.
How do you handle conflicts of interest? +
A conflicts check runs before the scoping call ends, and the engagement letter names the client. That sentence matters more than it looks: for a portfolio company the sponsor and the company are different clients whose interests diverge at a sale or a down round, and for a founder-led company the company, not the founder, is the client unless we agree otherwise in writing. Where a conflict exists we decline or, with each client's informed consent, which we take in writing, wall it off. You will hear at the outset if we cannot take a matter.
Can the engagement scale up to cover a real transaction? +
Yes. The monthly engagement is the standing relationship, and a transaction is a scoped addition to it. The same partner brings in the firm's transactional and disputes groups, and locally admitted counsel abroad where the deal crosses a border, under a budget agreed before the letter of intent is signed. Because the minute book, the cap table, and the contract files are already in our hands, the disclosure schedules are built from a data room that exists, which is where most sell-side timetables slip.
Who is my point of contact, and how responsive is the team? +
A named partner owns the relationship, and that partner is who you call. The partner-led team is on call for the day-to-day and brings in the firm's other practice groups as the work demands. Response expectations are set in the engagement letter so urgent matters are handled as urgent matters.
Does this replace hiring an in-house general counsel? +
It covers the stretch between your first outside lawyer and your first full-time chief legal officer, and it makes that eventual hire easier. We stand up the function, document how decisions get made, and can help you scope, recruit, and transition to an in-house GC when the time is right, then step back into an advisory role.

Reviewed by Jonathan D. Herpy, Sr., Senior Partner · Last updated October 2026 · Educational overview · Not legal advice

Corporate Counsel On Demand

Stand up your counsel function without hiring one.

Tell us your stage and what's coming. A partner will scope the engagement and give you a straight answer on whether On Demand fits.

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