What to consider when hiring a fractional General Counsel: interview with John Cameron

Whilst fractional ownership models are well-established in industries like aviation and hospitality: the fractional General Counsel concept is still relatively new. So, it’s natural for businesses to have lots of questions about how it works in practice and how this model can help them.

As part of our fractional General Counsel interview series, Taylor Root Director, Penny Parker discussed the concept with John Cameron. John is a seasoned General Counsel and founder of Fractional GC Limited. They discussed some of the key questions to bear in mind when engaging these kinds of services.

What are the challenges businesses face when integrating a fractional General Counsel into their team?

The biggest challenges to overcome is ensuring seamless communication and integration with existing teams on platforms such as Slack and aligning the fractional General Counsel’s availability with the company’s needs. These can be mitigated through clear contracts and regular communication. Fractional General Counsel increasingly work on a fully remote or hybrid basis. Many still value occasionally meeting face to face with clients and can learn a lot about a business by visiting its offices in person. A willingness to pick up the phone also assists in overcoming misunderstandings and challenges.

What are the key qualifications and experiences to look for in a fractional General Counsel?

Look for a fractional General Counsel with broad legal experience, strong negotiation skills and a proven track record in managing legal risks and transactions. A background in your sector and deep understanding of the regulatory environment can be a significant advantage, particularly for fast-paced areas with complex regulatory requirements – such as fintech and healthcare to take two obvious examples.

Can you provide examples of specific scenarios where a fractional GC has been particularly beneficial?

A fractional General Counsel behind-the-scenes guidance is invaluable during fundraising, M&As, and international transactions. In a recent case, Fractional GC Limited advised a scale-up client’s management on a VC-funded MBO from a listed North American parent. Despite having a well-known corporate law firm on board, the client found their approach uncommercial and impersonal. Fractional GC Limited helped management substantially reduce the warranties requested by the VC’s lawyers and tailored disclosure letters for each senior manager, ensuring their concerns were addressed when their external firm hesitated. A fractional GC can sense-check advice and prevent your advisers conceding points they shouldn’t.

Beyond the transaction, Fractional GC Limited has streamlined and simplified the client’s standard contracts, making them clearer and easier to agree upon, accelerating deal-making. They also simplified terms for online business and social media influencer relationships, as well as clarifying IP ownership and data protection rights for staff pictured in promotional campaigns.

How do fractional General Counsel typically structure their contracts with businesses?

Contracts are typically structured in various ways, including monthly retainers for pre-agreed volumes of support (e.g. xx days/hours per month), pre-agreed hourly rates for ad hoc / BAU advice, or agreed fixed fees for corporate transactions or defined scopes of work or projects.

This flexibility allows businesses to choose the best model for their needs. Ultimately, the final choice of model is a matter for the client; it’s much like going into a restaurant – the headwaiter may try and press the set menu, but it’s the customer’s decision if they want to go a la carte.

What are the potential downsides or risks of using a fractional GC?

Potential downsides include the risk of the fractional GC not being available in an emergency or at short notice or not fully understanding/taking time to understand the company’s culture. These risks can be mitigated through clear communication, well-defined contracts, and choosing a GC with relevant experience.

How do fractional General Counsels handle conflicts of interest between multiple clients?

Fractional GCs handle conflicts of interest by adhering to strict ethical guidelines, disclosing potential conflicts upfront, and implementing measures to ensure confidentiality and impartiality.

How can a business ensure a seamless transition when the fractional GC’s services are no longer needed?

To ensure a seamless transition, businesses should document all ongoing legal matters, maintain open communication, and plan for a handover period where the fractional GC can brief internal teams or successor counsel.

What role does technology play in the effectiveness of a fractional GC?

Modern fractional General Counsel are leveraging AI to provide swift, efficient legal support to start-ups and scale-ups. By combining their wealth of experience with AI’s capabilities, they streamline research, document drafting, contract management and compliance monitoring. AI enhances accuracy and speed, enabling fractional GCs to deliver top-quality services at attractive rates. While AI can produce impressive results, it still requires the expert oversight of a seasoned lawyer to ensure clients receive advice they can rely on with confidence.

What is the future outlook for the fractional General Counsel market?

The future looks promising as more businesses recognise the value of flexible, high-quality legal and strategic support. The market is expected to grow, driven by increasing demand from startups and scale-ups seeking cost-effective advice and support as the price of using external law firms becomes ever more expensive. As transaction volumes increase from their recent lull, the demand for fractional legal support is expected to skyrocket and potentially exceed the supply of suitably experienced providers.

How can businesses best prepare for engaging a fractional GC?

Businesses can prepare by clearly defining their legal needs, setting expectations for the engagement, gathering relevant documents and information and ensuring that internal teams are ready to collaborate effectively. An up-front open discussion explaining your business needs and objectives goes a long way in ensuring that you get the best out of your fractional GC appointment.

See also: The difference between a fractional and interim GC.

If you are interested in a fractional role or are looking to hire a fractional position, please get in touch with Penny Parker to find out more.