Buying decision · US
Fractional general counsel vs a contract desk
They get compared because both are outsourced, both are monthly, and both are pitched to companies without a legal team. They solve different problems, and choosing the wrong one is expensive in a way that takes six months to notice.
GCAdvice to the Board and management on legal matters generally; contracts as required within the retained hours. DESKReview, redlining and negotiation of commercial contracts to signature; matters outside Schedule A quoted separately.
- A fractional GC sells judgment across the whole business, by the hour. A contract desk sells finished commercial contracts, for a flat fee.
- If contracts are under a third of your legal need, get a fractional GC. If they are over half, get a desk. In between, a desk plus an hourly advisor is usually cheaper than a bigger retainer.
- The failure mode of a fractional GC is capacity; the failure mode of a desk is scope. Know which one you can live with.
What each one actually is
A fractional general counsel is a senior lawyer who acts as your GC for a fixed number of hours a month. They sit in leadership meetings, advise on employment, corporate, fundraising, regulatory and commercial questions, manage outside counsel, and handle contracts as part of that. The engagement is hours-based: 10, 20, 40 a month, with overage billed hourly. Their value is breadth and judgment.
A contract desk is a fixed-fee service for one category of work: commercial contracts, from review through negotiation to signature. It is delivered by a law firm with production support behind it, runs to a playbook, and is priced on volume rather than hours. Its value is throughput and predictability.
Where they overlap, and where they do not
| Fractional GC | Contract desk | |
|---|---|---|
| Commercial contracts | Yes, within retained hours | Yes, unlimited routine volume |
| Negotiation to signature | Yes, hourly | Yes, included |
| Board, corporate, equity | Yes | No (Legal Desk tier: some) |
| Employment | Yes | No |
| Fundraising, M&A | Manages it | No |
| Sits in your meetings | Yes | No |
| Non-US law | Refers out | Local counsel in network (Engross) |
| Pricing | Hours, with overage | Flat monthly |
| Failure mode | Runs out of hours; contracts wait | Something falls outside scope; quoted separately |
How to decide
Count your legal work for a quarter by category. Not precisely — a list of the last thirty things someone asked a lawyer about will do.
- Contracts are under a third. You need judgment more than throughput. Fractional GC. Send them the contracts too, and watch the hours.
- Contracts are over half. You need throughput. A desk, plus an hourly lawyer for the occasional non-contract question, will cost less than a retainer big enough to absorb the volume.
- In between, or growing fast. This is the common case at 40–150 people. A desk for contracts and a small fractional retainer for everything else is usually the cheapest combination — and it keeps the GC’s hours for the work only a GC can do.
The capacity problem, in numbers
A 20-hour fractional retainer sounds like a lot. A negotiated MSA is 8–12 hours across rounds. Two of those in a month plus a handful of NDAs and one vendor agreement, and the retainer is gone before anyone has asked about the equity grant or the contractor classification question. The GC is now either declining work or billing overage, and neither is what the company thought it was buying.
The scope problem, in numbers
A desk covers routine commercial paper. The word “routine” is doing work there. A reseller agreement for a new channel is routine. An acquisition of a competitor is not. A desk that says “unlimited” and then quotes separately for the fourth non-routine matter this month is not being dishonest, but the company may have expected otherwise. Read the scope schedule before signing, and ask what happens at the edge.
When you need both
Most companies past Series A. The signal: your fractional GC is spending more than half their hours on contracts, and complaining about it. Move the contracts to a desk, cut the retainer, and let the GC do the job you hired them for.
Engross is a contract desk. We think fractional GCs are the right answer for a large share of the companies that read this page, and we say so on the call when it is true.
Next step
Have a contract like this on your desk?
Send it over. We will mark it up and walk you through it in twenty minutes — no cost, and you will know whether the desk is worth it.