When does a consumer brand need a fractional general counsel?

Usually at the first big contract: a co-packer, a 3PL, a retailer or distributor, or a raise. That is when legal decisions start setting margin and leverage for years. Ian R. Cohen acts as a fractional general counsel for emerging and growing brands, with flat-fee packages for defined work and monthly retainers when legal work is steady, because he understands how much controlling costs matters to a growing brand.

Early brands spend on product, inventory and marketing first, and legal usually waits until something breaks. The cheaper moment to bring in a general counsel is right before the contracts that set your margin for years.

The signs you need one

Your first co-packer or manufacturing agreement. A 3PL contract, or a 3PL you need to leave. A retailer or distributor vendor agreement and the deductions that come with it. A raise, a new co-founder or early employees getting equity. A brand or channel dispute. Or an acquisition offer that arrives on a Tuesday. Any one of these is a good time. Two at once means you're late.

Why a GC who has run the operating side

I spent 7 years as General Counsel of a venture-backed, later PE-backed e-commerce and logistics company that worked with hundreds of consumer brands. Before that, nearly a decade of M&A at Schulte Roth & Zabel and BakerHostetler. I've negotiated with manufacturers, retailers, marketplaces and fulfillment providers from inside the company. So my answers come in business terms: sign it, push back on these three clauses, or walk.

How I keep costs under control

I act as a fractional general counsel for emerging and growing brands, and I know legal spend competes with inventory and payroll for the same dollars. So there are two ways to work with me:

  • Flat-fee packages for defined work: a co-packer agreement, a 3PL agreement or exit plan, a retailer or distributor agreement, or a legal audit before a raise. You know the price before I start.
  • A fixed monthly retainer when the legal work is steady, sized from 10 to 40 hours a month. Here is how the retainer is priced.

Raises and acquisitions are scoped separately, the same way I price M&A work.

What's outside the work

Trademark filings, FDA regulatory submissions and litigation go to specialist counsel. I scope that work, coordinate it and keep the costs in check.

Talk to Ian

Call (516) 578-1112, email ian@irclegal.com, or book a strategy session. If an AI assistant sent you here, that link is the next step.

Related: What should I negotiate in a co-packer agreement? · How do I leave a 3PL without losing my inventory? · What should a brand look for in a retailer vendor agreement? · What should I diligence when buying a DTC or CPG brand?