Fractional General Counsel
I've built legal departments from zero, three times. Let me build yours.
Your business has outgrown its formation attorney but doesn't need a $250,000-to-$500,000 full-time hire. You need a GC who has sat in the chair, knows the playbook, and shows up when it matters, without the overhead.
In this practice area
The gap most growing businesses are stuck in
BigLaw
$1,500+ an hour for partners and nowadays $800/hr for a first-year associate. Your work gets delegated to associates you didn't hire. The partner you met at the pitch meeting bills two hours a quarter. You're a small file in a big system.
Local Generalist
Good for formation docs and basic contracts. But when the deal gets sophisticated, a capital raise, a governance dispute, a cross-border transaction, the depth isn't there. You outgrew this relationship two years ago.
You're stuck between two bad options. Overpay for a firm that treats you as overhead, or stay with an attorney who doesn't have the range for what your business is becoming.
There's a third option.
The progression most growing businesses follow looks something like this. Founder's-attorney for formation work. Outside counsel for the first major contract. A BigLaw firm when the deal complexity outruns the relationship. Fractional GC when the legal questions become persistent rather than transactional. Full-time GC at $300K+ when the business reaches the scale that justifies it.
Most companies skip the fractional step. They jump from BigLaw to full-time GC, paying for two years of premium counsel before the work justifies it. Or they stay too long with outside counsel that bills hourly on situations that need governance thinking, not just legal answers.
The fractional stage exists because there's a real range of business maturity, usually somewhere between $5M and $50M in revenue, depending on industry, where a company needs the GC perspective without yet needing the GC headcount. Recognizing when you're in that range, and recognizing when you've moved beyond it, is part of the engagement.
If your business has outgrown fractional and needs full-time, I'll tell you. The point is to be the right fit while you need it.
What a fractional GC engagement looks like
When I serve as your fractional General Counsel, I become a working member of your leadership team. Not a vendor you call when something goes wrong, a strategic partner who knows your business, your contracts, your risks, and your goals.
Contracts & Commercial Support
Drafting, reviewing, and negotiating the agreements that drive your business, vendor contracts, customer agreements, partnership terms, licensing deals. I build contract systems that protect you without slowing you down.
Board Governance & Compliance
Meeting preparation, board materials, minutes, fiduciary duty guidance, and the ongoing governance infrastructure that keeps your company defensible. I've prepared board packages for publicly traded companies. I bring that discipline to every engagement.
Strategic Counsel
The decisions that don't have a clear legal answer, whether to take on an investor, how to structure an acquisition, when to walk away from a deal. This is where a GC earns their place. I've made these calls under pressure, at the C-suite level, for over a decade. The pattern recognition matters more than the legal research. Most strategic-counsel decisions turn on having seen the analogous situation play out before. Twenty-five years across three GC tours and dozens of board engagements is what that pattern recognition compounds into.
Risk Management
Business risk audits, insurance review, regulatory exposure assessment, and the proactive identification of problems before they become crises. The cheapest legal crisis is the one you prevented. Risk concentrates in the gaps between systems, the indemnification provision in a contract nobody's read against the insurance policy that's supposed to cover it; the regulatory disclosure that's accurate as written but misleading in the context of what the audit committee already knows; the compensation arrangement that's compliant in U.S. tax but creates a Canadian tax surprise. Finding those gaps is mostly experience and pattern recognition. Closing them is mostly process.
Capital Raises & Structuring
Equity and debt financing, entity structuring and restructuring, investor agreements, and the SEC and state securities compliance that comes with raising money. I've guided companies through capital raises on both sides of the border.
Cross-Border Support
For businesses with U.S.–Canada exposure, I provide dual-jurisdiction counsel without engaging two separate firms. Dual-licensed. One attorney. Both sides of the border.
The Scale bridge: When you need IP counsel, a litigator, employment advice, or real estate support, I bring in a colleague from Scale LLP. You don't find another firm. You don't start over. The expertise expands. The relationship stays.
A month in the engagement, in practice.
Week one, standing call with leadership; review of any incoming contracts or proposals; quick triage of any urgent matters from the previous week.
Mid-month, board meeting prep cycle if a board meeting is approaching: agenda, materials review, draft minutes from the prior meeting. Outside the meeting cycle: deep work on the active contracts queue.
End-of-month, governance check (any filings due, any deadlines approaching, any compliance reviews scheduled), and a brief on what's coming next month.
Throughout, real-time response on novel situations. The phone call when something unexpected happens is the part of the engagement that's hardest to itemize and easiest to underestimate. It's also why fractional is different from project work.
The Three Tests of Fractional GC Fit
A fractional GC is not part-time outside counsel. The distinction matters, and it determines whether the engagement delivers value. Three tests separate businesses that benefit from a fractional GC from businesses that would do better with traditional outside counsel.
The GC question
A fractional GC isn't a part-time outside counsel. The distinction is real: GCs make decisions about the business, not just the legal questions. They sit in board meetings, weigh business and legal trade-offs together, and advise on direction.
If what you need is legal services rendered on request, you don't need a fractional GC, outside counsel is a better fit and probably cheaper. If what you need is GC-grade judgment available consistently for governance, contracts, board support, and strategic decisions, that's where fractional fits.
The cadence question
Fractional GC engagements work when the legal work has rhythm: board meetings quarterly, contracts cycling through monthly, governance decisions accumulating steadily, and the company at a stage where these rhythms call for ongoing legal judgment.
If your legal work is genuinely one-off, annual contract review, a single transaction, occasional dispute, fractional doesn't fit. You'd be paying for cadence you don't need. The right fractional engagement matches the actual rhythm of the legal work.
The trust question
Fractional GC fit requires the business to grant real authority within defined scope. The GC needs to make decisions, sign documents, manage external counsel, and represent the company without checking back on every choice.
Without that authority, the engagement reduces to expensive outside counsel and the GC value disappears. The business needs to be ready to define the scope, document the authority, and let the GC operate inside it. Some businesses aren't ready, that's a fit issue, not a counsel issue.
Fractional GC vs outside counsel vs full-time in-house
The three models solve different problems at different price points. The right model depends on the business's stage, the actual cadence of legal work, and the depth of judgment the business needs available.
| Dimension | Outside counsel | Fractional GC |
|---|---|---|
| Monthly cost range | Variable, billed hourly, depends on usage | Fixed retainer, typically $5K–$25K/month |
| Depth of business knowledge | Episode-by-episode; rebuilt each engagement | Cumulative; deepens over time |
| Availability | Subject to firm scheduling and other matters | Defined hours and response windows |
| Decision-making authority | Advisory only; client always decides | Granted authority within defined scope |
| Scope | Engagement-specific; defined by matter | Ongoing GC function across the business |
| Board engagement | By invitation, on specific matters | Standing role in board cadence |
| Best for | Specific transactions, disputes, one-off needs | Recurring governance, contracts, board support |
Pricing and structure vary by engagement. Full-time in-house GC roles typically run $250K–$500K all-in for mid-market companies, relevant context when comparing total cost. Not legal advice.
How to evaluate whether your company needs a fractional GC
A five-step framework for businesses considering a fractional GC engagement. The goal is honest assessment, not a sales pitch. If fractional doesn't fit, the right answer is to stay with outside counsel.
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Inventory current legal spend across all sources
Pull twelve months of legal spend: outside counsel invoices, consultants, in-house if any, contract review services. Categorize by type (transactional, contract, governance, compliance, employment, IP, disputes). The pattern in the categorization tells you whether the work has the cadence that fits fractional.
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Identify recurring decisions needing legal input
Look at the next quarter ahead. List the decisions the business will make where legal input would improve the outcome: contract approvals, board decisions, employment matters, governance changes, regulatory positioning. If the list is short and one-off, fractional may not fit. If the list is long and recurring, it probably does.
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Assess board and governance maturity
Do you have regular board meetings? An audit committee or equivalent? Documented related-party transaction protocols? The more developed the governance structure, the more value a fractional GC provides, and the more substantive the role they play.
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Define the scope of authority you're willing to grant
Specifically: signature authority on what categories of agreements, retention of external counsel for what kinds of matters, board reporting cadence, representation of the company in specific contexts. The clearer the scope, the better the engagement works. Vague scope produces friction on both sides.
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Calibrate expectations on hours, access, and reporting
Standard fractional engagements run 10–40 hours per month with defined response windows and recurring meeting cadence. Calibrate the structure to actual need. The engagement should feel like "we have a GC", not "we have an attorney we call sometimes."
You're not getting a lawyer playing GC. You're getting a GC who chose to practice law.
Three public-company GC tours in roughly fifteen years. Two were Calgary-based dual-listed energy companies in the upstream oil and gas sector, NYSE and TSX, F-1/F-4 registrations, MD&A under both jurisdictions, the full continuous-disclosure machine. The third was DIRTT Environmental Solutions (TSX: DRT), a technology-driven prefabricated construction firm where I served as Senior Vice President, General Counsel and Corporate Secretary through the operational reset of the COVID-19 pandemic, restructuring distribution contracts, leading multi-million-dollar commercial litigation to summary judgment, and advising the board through CEO transition. Today I serve as Outside General Counsel and Corporate Secretary to Greenfire Resources (NYSE/TSX: GFR), a public oil sands company.
Each tour shaped a different muscle. Energy sector taught me regulatory rhythm. DIRTT taught me crisis legal management at speed. Greenfire is teaching me the ongoing discipline of cross-border continuous disclosure post-listing. Fractional engagements draw on all of them simultaneously.
I've built legal departments from the ground up.
Not inherited a team. Not stepped into an existing structure. Started with nothing and built the contracts, the compliance systems, the board governance framework, and the team to run it, three times.
I've managed 30+ people across three departments.
The GC role isn't just legal. It's management, politics, budget, and judgment under pressure. When I advise your company, I'm drawing on a decade of operating at the executive level, not extrapolating from outside practice.
I've navigated public company disclosure obligations.
SEC filings, continuous disclosure, material event reporting, insider trading policies. If your company is public or considering a listing, I've been in the chair that manages those obligations.
I've operated across two countries.
Dual-licensed in the U.S. and Canada. I've managed governance frameworks that satisfy both Canadian securities regulators and the SEC simultaneously. If your business has cross-border exposure, you won't find many fractional GCs with this depth.
I didn't leave the GC chair because I couldn't handle it.
I left because I wanted to bring that experience to more companies, particularly the ones outside major metros that deserve the same caliber of counsel but don't have access to it.
Client Testimonial
Chuck Kraus brings a lifetime of wise counsel, built in some of the most challenging business arenas in the world, to every relationship with a small town charm. You don't have to go to Dallas or a big city for the best — but you're getting it in humility and grace.Mike Williams Google Review · ★★★★★
How we start
A 15-minute call.
We talk about your business, what you're working on, where the friction is, and what kind of legal support would matter.
A scoping conversation.
If there's a fit, we go deeper. I learn your contracts, your governance structure, your regulatory landscape, and your growth plans. By the end of this conversation, we'll both know what the engagement looks like.
A clear engagement letter.
Monthly retainer, defined scope, predictable investment. You know exactly what the engagement looks like before it begins. No surprise invoices. No scope creep without a conversation first.
Frequently asked questions
A traditional retainer buys you access to a firm. Fractional GC buys you a relationship with one attorney who knows your business as deeply as a full-time hire would. I'm not waiting for you to call with a problem, I'm proactively identifying issues, attending key meetings, and staying current on your business between calls.
Typically, companies doing $2M–$50M in revenue that have recurring legal needs but aren't ready to hire a full-time general counsel at $250,000–$400,000 per year. If you're signing contracts regularly, managing employees, navigating regulatory requirements, or planning a significant transaction, you're probably ready.
It varies by need. Some clients need 5–10 hours per month. Others need 20+. We scope it during our initial conversations and adjust as the business evolves. The retainer structure means you're not penalized for picking up the phone.
Absolutely. Many of my clients have a local attorney for real estate or estate planning and use me for corporate, governance, and transactional work. I coordinate rather than compete. And through Scale LLP, I can supplement with specialists in IP, litigation, employment, and more.
That's the advantage of the Scale LLP platform. If your business enters a period of intense legal activity, an acquisition, a capital raise, litigation, I bring in additional Scale attorneys to handle the volume. You don't have to find a new firm during a crisis.
Fractional executive roles share a basic shape, senior expertise applied at less than full-time scope, but the work differs by function. A fractional CFO manages financial systems, reporting, and controls. A fractional CMO manages positioning, demand generation, and brand. A fractional GC manages legal judgment as it intersects with business strategy: contracts, governance, risk allocation, regulatory exposure, and the calls that don't have a clear right answer. The common thread is judgment under uncertainty. The difference is which set of frameworks you're applying.
From the Y'all Street Law podcast
Brian Elliott and I cover the developing landscape of Texas business law in long-form conversation. Episodes most relevant to this practice area:
Law Firm of the Future
How distributed firms and fractional engagement models are reshaping legal service delivery, and what that means for mid-market companies.
Listen Episode 10Future of Law Rapid Fire
Quick takes on AI, distributed practice, and how legal work for growing companies is changing.
Listen Episode 162026 Predictions
Where outside general counsel work is heading, and what mid-market companies should expect in the next year.
ListenDefined terms in this practice area
Each term links to a statutorily-grounded definition in the Kraus Law glossary, with citations and Texas-specific application notes.
Let's talk about what a fractional GC
engagement could look like for you.
If the answer isn't a confident yes, let's have a conversation about what a real GC relationship looks like.