What is hybrid counsel, and how is it different from a fractional GC?

Hybrid counsel is one lawyer who works inside your company like a general counsel and handles your deals like outside counsel. At IRC Legal, the GC work is covered by a lower monthly retainer plus advisor equity, with a six-month minimum. Deal work sits outside the retainer at a substantial discount. It fits growth companies spending too much time and money on legal.

Most growth companies buy legal in two pieces. An outside firm handles the deals and bills by the hour. Day-to-day questions land on the founder, or on whoever is closest. Nobody owns the whole picture, and the company pays twice: once in fees, and again in the mistakes that happen between the matters.

I'm the deal lawyer who's been the GC. Nearly a decade in BigLaw, then seven years as General Counsel of a venture-backed, later PE-backed company through capital raises, a SPAC process, and an unwind. Hybrid counsel puts both seats in one person.

The inside half

Inside, I work like your general counsel. I sit in the leadership conversations, know the revenue plan, and hear about the hire, the vendor dispute, and the term sheet before they become problems. Contracts, employment, board and investor work, and the judgment calls between deals all run through one lawyer who already knows the business. That GC work is included in the monthly retainer.

The outside half

Outside, I run the transactions: the financing, the acquisition, the sale, the commercial agreement that matters. That is the work I have done for 17+ years across 500+ closed deals, starting in BigLaw. The difference is that I am not learning your company on the clock when the deal shows up. I already know it. Deal work sits outside the monthly retainer, and hybrid clients get it at a substantial discount to my standard rates.

Why equity

A traditional retainer pays for hours. Hybrid counsel trades part of the cash for advisor equity, which lowers the monthly cost and puts me on the same side of the table as the founders. The advice gets sharper the longer I know the business, which is why there is a six-month minimum.

How it differs from a standard fractional GC

A fractional general counsel engagement is a cash retainer sized to the workload, with deal work billed beside it at standard rates. Hybrid counsel is built for companies that want one lawyer across both, and that would rather share upside than carry a bigger legal line every month. If equity is not on the table, the standard fractional retainer is the right structure, and here is how that is priced.

Where the line is

A lawyer taking equity in a client is a business transaction with that client, and New York's Rule 1.8(a) governs it. The terms have to be fair and reasonable to the company and fully disclosed in writing, the company is advised in writing that it can consult independent counsel, and it consents in a signed writing. I follow that process on every hybrid engagement. My advice runs to the company, not to my stake in it.

Hybrid counsel is also not a substitute for a full-time General Counsel. When the company needs someone in the building every day, I will tell you, and help you hire one.

What I do

I take on a small number of hybrid counsel engagements at a time with growth companies I want to build alongside, while continuing my M&A and fractional GC practice. Terms are set after a scoping call.

Talk to Ian

Tell me what the company does, where it is headed, and what legal is costing you today. 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.