Executive Summary

Fractional General Counsel (FGC) provides embedded legal judgment for companies that are too complex for law-firm-only support but not ready for a full-time General Counsel.
Law firms execute tasks. Fractional GCs own outcomes.

What Is a Fractional General Counsel?

A Fractional General Counsel is a senior legal operator embedded with a company's leadership on an ongoing basis: providing strategy, prioritization, and real-time judgment across legal, commercial, and governance decisions.

Unlike outside counsel, a fractional GC:

• Contextualizes risk across the entire business
• Advises before decisions are made, not after problems arise
• Remains accountable after deals close

At IRC Legal, fractional GC work is treated as operating infrastructure, not outsourced paperwork.

Law Firms vs. Fractional General Counsel (Clear Distinction)

Law Firms Are Optimized For:

• Discrete legal tasks
• Defined scopes and transactions
• Hourly or matter-based execution

Fractional General Counsel Is Optimized For:

• Ongoing decision-making
• Risk prioritization across functions
• Deal architecture and post-close survivability

This is not a cost difference. It is a function difference.

When Hiring a Law Firm Is the Wrong Answer

You likely need a Fractional General Counsel (not more outside counsel) if:

1. Executives Are Making High-Risk Decisions Weekly

If legal risk is embedded in day-to-day decisions, memo-based advice arrives too late.

2. The Same Legal Issues Keep Reappearing

Recurring contract disputes, vendor issues, or compliance confusion signal lack of legal ownership, not complexity.

3. You’re Asking Lawyers Business Questions

Questions like:

• “Is this market?”
• “Can we structure this another way?”
• “What happens if this breaks?”

These require judgment, not citations.

4. Deals End at Closing: But Problems Don’t

Most value erosion occurs after the deal. Law firms optimize for closing. Fractional GCs optimize for outcomes.

What Fractional General Counsel Actually Means

True Fractional GC is not:

• Discount BigLaw
• A part-time contract reviewer
• A reactive legal helpdesk

True Fractional GC is:

• Embedded executive support
• Proactive risk triage
• Deal and governance architecture
• A single point of legal accountability

At IRC Legal, this role is designed to function as command-level legal coverage.

Cost Reality

• Early-stage companies cannot afford bad legal foundations
• Growth-stage companies cannot justify a full-time senior GC
• Scaling companies cannot survive fragmented legal advice

Fractional General Counsel exists because it solves all three problems.

When Fractional General Counsel Is the Right Fit

FGC is a strong fit if:

• You are actively doing deals, financings, or partnerships
• Legal spend is rising without increased clarity
• The CEO or CFO is acting as de facto General Counsel
• You want counsel who will identify problems early before it becomes expensive

When It’s Not the Right Tool

FGC may not be appropriate if:

• Legal needs are rare and static
• You only require isolated document drafting
• You want execution without strategic challenge

That’s fine. Different tools serve different stages.

Bottom Line

Law firms are indispensable. They are not substitutes for judgment.

Fractional General Counsel fills the gap between:

• Knowing the law
• Knowing what to do

That gap is where companies lose leverage, money, and time.

About IRC Legal

IRC Legal provides Fractional General Counsel services for founders, executives, and boards who need judgment: not just legal answers. We operate at the intersection of strategy, transactions, governance, and risk.

If your business requires embedded legal leadership without the overhead of a full-time hire, Fractional General Counsel may be the correct next step.

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