The realities and benefits of a fractional General Counsel: Interview with Stephanie Dominy

As part of our fractional General Counsel interview series, we spoke to Stephanie Dominy, an experienced fractional General Counsel, but now a full-time GC at Staffbase.

How did you become a fractional General Counsel (FGC)?

I fell into becoming a fractional GC by accident. I’d left a company where I’d been an in-house lawyer for 14 years and set up my own firm. Some of the early-stage companies I worked with wanted to have legal support on-tap, but they weren’t ready to hire their first in-house lawyer. We designed engagement models together that gave them a set amount of my time on an ongoing retainer basis. This certainty gave me the incentive to invest in getting to know their businesses inside-out and I quickly became “embedded” into a few of these companies, with my own email address, Slack profile, and attendance at team meetings.

Over the last 10 years, I’ve oscillated between General Counsel and fractional General Counsel, now happily established at Staffbase as their full time GC. I’ve gained a great deal from my FGC stints, not least the chance to work with so many innovative, early-stage companies. I’ve grown as a business-person; not just as a lawyer. I’ve learned how to be scrappy – a word that is often used in the start-up and scale-up world – in other words, to work comfortably with an imperfect situation, to value progress over perfection.

What is the definition of a fractional General Counsel?

The fractional General Counsel is usually:

• A lawyer with an in-house background with a broad corporate/commercial practice
• Confident in being able to find a solution to anything (even non-legal questions)
• Used to working closely with business and sometimes even stepping into adjacent disciplines, e.g. HR, Operations. In a small business, that is sometimes required
• Happy to roll their sleeves up and get their hands dirty with anything, even menial tasks. Nothing is beneath them because in a start-up, it’s all hands to the pump
• Capable of building a legal function from scratch

A fractional General Counsel usually does not:

• Have a team of lawyers, unless they are hired to fill an interim gap in a larger team.
• Have a big legal budget to spend on outsourcing. The company expects the FGC to do most, if not all, the work!

The reality

Buzzy it may sound, but the FGC career is only viable for a few individuals who can afford to take a certain amount of risk. The very nature of the FGC roles is that they are part-time, perhaps just a few hours a week or month. As such, you may need a few similar roles running concurrently. All will involve deep focus at some point and there is a challenge in juggling all the clients’ needs to the required depth. A client may churn, as there is no long-term commitment, leaving the FGC needing to find another similar client to service. Often, it’s a case of too much work or too little.

Remember that the in-house generalist is the most useful profile to a buyer of FGC services.

It’s a senior role, but you may find yourself doing donkey work. If you’re after more of a pure advisory role, you should clarify that at the outset with the client.

What kind of companies are likely to need fractional General Counsel services?

The ideal client is an early-stage business, where the executives and managers are tired of having to manage legal matters alongside their day job. These professionals are not going to be highly experienced at engaging and understanding legal services and need someone to help streamline and make sense of their contracts, policies, compliance, employee incentives, real estate, KYC obligations and anything else vaguely “legal”. They may have had a few rounds of financing, but they are pre-revenue and therefore are not ready to invest in a full-time in-house lawyer. The fundraising rounds have opened corporate complexity, leading to more legal obligations on the company and the board. The management team may need a “grown-up in the room” as a senior trusted adviser, but they may not be able to justify the full-time headcount at that stage. If the company continues to grow, the FGC may turn into a full-time in-house legal role. A huge benefit of the FGC will be to help them recruit for this role, or indeed, occupy this role themselves.  

What advice would you give people who are thinking about becoming a fractional GC?

If you have a great network and a long list of prospective clients, you could set up as a limited company and start offering the fractional General Counsel service directly to them. More likely, it will be a slow burn and despite all your LinkedIn outreach, it’s crickets for an uncomfortable few months, or a few friendly conversations but no sales. A more guaranteed route to market is through ALSPs or law firms, who also provide these kind of legal services. This may give you more work initially, but much less take home salary. In my experience, it is quite common to start with one FGC engagement, with the remaining time being filled by more ad hoc consultancy work. Use the networks of consultants, e.g. Crafty Consultants, to alleviate the predictable challenges of being a sole practitioner.  It’s always useful to appoint a “delegate” to take care of your work when you’re on holiday; the favour will be returned when they go on holiday and need your help!

The best thing about a fractional General Counsel  opportunity is the flexibility on both sides during the engagement to scale up and down, and the chance for both to “try before you buy”, or to do in-depth due diligence on each other!

In my best FGC engagements, I’ve established legal functions, or stabilised existing legal teams, providing the company with a firm foundation on which to build as they mature. I like to think that in my FGC engagements, I’ve shown my clients an example of what good looks like; that their long-term legal function will embody all the values of their company, be fully aligned to their business objectives and be a trusted sounding board for decision-making.

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.