When to Engage Your Fractional General Counsel Instead of Big Law

Growing companies often find themselves caught between two legal needs: the heavyweight expertise of a big law firm and the day-to-day, practical advice of a general counsel. Knowing when to call each resource can save you both time and money — and reduce unnecessary legal risk.

As a company scales past Series A or Series B, legal issues become more frequent, more complex, and more expensive if handled inefficiently. Here’s a framework to help you decide which situations call for Big Law and which are better handled by a Fractional General Counsel (GC).

When to Call Your Fractional GC

Your Fractional GC acts like an in-house lawyer — focused on your company’s business goals, risk tolerance, and legal budget. This is where day-to-day judgment and practical solutions matter more than “perfect” but costly answers.

Examples include:

• Commercial Contracts. Reviewing customer and vendor agreements, negotiating MSAs, and redlining terms that could expose you to unnecessary risk.

• Employment Matters. Drafting offer letters, advising on equity grants, restrictive covenants, and employment compliance across multiple states.

• Corporate Governance. Prepping board materials, ensuring minutes reflect what’s required (and not more), and maintaining cap table hygiene.

• Marketing & Compliance. Vetting advertising claims, privacy notices, and data handling policies before they create regulatory headaches.

• Outside Counsel Management. Acting as the point person who triages issues and engages Big Law only when it’s worth the spend.

Your Fractional GC is there to spot issues early, resolve them efficiently, and prevent expensive escalations.

When to Call Big Law

Big Law firms are a great resource for specialized, high-stakes transactions or disputes where depth of expertise, large teams, or credibility with counterparties is critical.

Situations where Big Law shines:

• M&A Transactions. Acquiring or selling a company requires deep bench strength and a team that can run a data room, negotiate complex deal documents, and push transactions across the finish line.

• Venture Financings. Later-stage financings with sophisticated investors may require specialized structuring and market intelligence.

• Litigation & Government Investigations. Big Law provides the manpower and specialized advocacy for disputes with significant dollars or regulatory scrutiny at stake.

• Specialized Regulatory Issues. FDA, SEC, antitrust, or complex tax matters that demand niche expertise and credibility with regulators.

In other words: use Big Law when you need depth and scale, not day-to-day guidance.

The Smartest Approach: Use Both, Strategically

The most efficient legal departments at growth-stage companies aren’t choosing between Big Law and a Fractional GC — they’re using both.

• Your Fractional GC serves as the quarterback: embedded with your team, aligning legal with business priorities, and making sure issues are handled at the right level.

• Your Big Law Firm serves as the specialist: deployed for complex or high-dollar transactions where their expertise is worth the investment.

By letting your Fractional GC triage issues and manage the outside counsel relationship, you prevent scope creep, reduce duplicative billing, and ensure Big Law is reserved for the matters where it truly adds value.

Bottom Line

At the Series A and Series B stage, companies need legal support that is practical, proactive, and cost-effective. Calling your Fractional GC first — and letting them decide when to escalate to Big Law — helps you build a smarter legal function that scales with your business.

Interested in learning more?

If your company is scaling and you’re wondering how a Fractional General Counsel can help balance practical, day-to-day legal needs with the strategic use of Big Law, reach out to Jacqueline Piscitello at ExecutiveGC, LLP. You can contact her directly at jackie@executive-gc.com.