Fractional General Counsel · Nashville
Ongoing counsel,
on a standing weekly call.
For $2M to $50M Tennessee businesses. Flat fee where the scope is defined.
By Knight Lancaster, JD, CPA · Last reviewed May 2026
The lawyer the company has every week.
A fractional general counsel is a part-time outside attorney who acts as the company's lawyer for the legal services it needs every week. The contracts get reviewed before they get signed. The vendor dispute gets handled before it lands in email. The board minutes get drafted on a schedule. The new hire's offer letter and restrictive covenants get tightened before the start date.
Some Tennessee owners search for fractional general counsel; others search for outside general counsel. The labels describe the same engagement. We use both deliberately, and the work is the same under either name.
If your business sends each new contract to a different law firm, or if the founder is the one reading the MSA at midnight, the engagement was overdue six months ago. We pick it up from where it sits.
Three businesses the engagement fits.
Most clients who land on the engagement come from one of three profiles. The signal is steady volume the company has outgrown handling matter-by-matter.
Growing $2M to $20M
Three to ten contracts a month, no in-house lawyer.
Customer agreements, vendor contracts, and offer letters are showing up on the founder's desk faster than the founder can read them. The work needs a steady reviewer, not a new firm for each matter.
Established $20M to $50M
A CFO and an HR lead, but no general counsel.
The board wants minutes on a schedule. The lender wants the resolutions. The new state of operation wants a foreign qualification. The compliance and risk-review work needs a steady hand without a full in-house hire.
Professional services & family business
Governance, employment, and contracts on a steady cadence.
Operating agreement updates, partner-comp arrangements, and the contracts that hold the business together. Drafted by one attorney who knows the company by name.
What the engagement actually covers.
The work runs in six categories for our clients. We cover them directly. Complex commercial litigation, securities and capital markets outside our wheelhouse, ITAR and export-controls specialty matters, complex IP enforcement, and pure data-privacy specialty work get routed to outside specialists; we coordinate the relationship and the handoff.
| Contract counsel | MSAs, SOWs, NDAs, vendor and customer agreements, employment contracts, severance, and the restrictive covenants that hold up under a Tennessee court's reading. |
| Governance counsel | Operating-agreement updates, board minutes and resolutions, owner approvals, the resolutions the bank asks for, and the corporate-secretary work that gets skipped until it can't. |
| Employment & HR | Handbook updates, classification of contractors, offer letters, severance, restrictive covenants, and §199A-aware compensation structures. |
| Risk & compliance | Risk reviews tied to insurance renewals, lender covenants, and contract risk allocations. Regulatory questions across the industries our clients operate in. |
| Light intellectual property | Trademarks, NDAs, the work-for-hire chain. Complex IP enforcement and pure data-privacy specialty work get routed. |
| M&A advisory at LOI | Pre-deal posture, LOI review, and structure conversations. When a deal moves to definitive, the work hands off into our M&A practice in the same firm. |
"Counsel for the questions that arrive between the formation and the exit."
Three engagement shapes.
We send an engagement letter with the scope and the price before the first call, and we quote a specific dollar amount after the first conversation.
Flat-fee monthly retainer
Defined scope. Predictable bill.
Our default for established operations. We agree on the included work and the volume; the bill is the same each month. Out-of-scope matters get quoted before they begin so there is no surprise.
Ad-hoc hourly counsel
General counsel quality without the steady volume.
We bill the hour, give a clear estimate before the work starts, and bill against it. Used for businesses that need the same attorney over time but not every week.
In-house day
Half-day or full-day, on-site or remote.
Used for stretches of governance work, M&A prep, contract negotiation, or new-hire packages where focused time beats spread-out billable hours. Tennessee Remote Online Notarization for the signing day.
The standing weekly call, and what gets onto it.
The retainer engagement runs on a standing weekly call. Set day, set time, in the calendar before the engagement starts. The call is when the new contract questions get asked, the new hire's offer letter gets reviewed, the vendor dispute gets settled before it goes to email, and the governance updates get walked through.
Most weeks the call is short. The point is that there is one. The matters that need follow-up get assigned on the call and turn around inside the week.
When a matter outgrows the retainer (an LOI lands, a piece of litigation has to be defended, a new state needs qualification), the scope conversation happens on the call and the engagement letter gets amended before the work begins. No surprise bill at month-end.
Tennessee specifics that matter every month.
The Tennessee Revised LLC Act (Tenn. Code Ann. § 48-249) gives the operating agreement broad authority to control how the company actually runs. Tennessee non-compete law is judge-made, with reasonableness tests on scope, geography, and duration. We draft the restrictive covenants to the test the court will actually apply.
The Tennessee franchise tax (now 0.25% of net worth, post-reform) and excise tax (6.5% of net earnings) get filed alongside the corporate work. Tennessee Remote Online Notarization lets us execute closings, governance amendments, and signing-day matters from any state without losing the Tennessee character of the file.
When a deal moves past the LOI stage, the work hands off into our M&A practice inside the same firm.
The contract and the tax return are read together, not in sequence. Operating-agreement decisions have Tennessee franchise and excise consequences. Owner-compensation arrangements have payroll and §199A consequences. The buy-sell has gift-tax and §1041 consequences. The §83(b) election has thirty days. As a CPA, Knight sees the money side and the legal side at the same time, so the documents he negotiates and the returns the firm files agree at the line. Tennessee bar admitted, dually licensed as a Certified Public Accountant, recognized in Best Lawyers in America.
One attorney for the contracts, the governance, and the return that follows them.
General counsel, answered.
What is the difference between fractional and outside general counsel?
Functionally, very little. Both terms describe a part-time outside attorney serving as the company's general counsel. "Fractional" tends to read as the modern label for the same engagement, particularly with startups and growth-stage businesses; "outside general counsel" reads as the more traditional label, often used by mid-market and established companies. Lancaster Law uses both labels and offers the same engagement under each.
How much does fractional general counsel cost in Nashville?
The flat-fee monthly retainer typically runs in the four-to-low-five-figure range per month, depending on volume and scope. Ad-hoc hourly counsel runs at our standard hourly rate, with a clear estimate before any work begins. In-house days are priced per day. We quote a specific number after the first conversation, with a written engagement letter before any matter begins.
When does my business need a fractional general counsel?
The trigger is usually one of three signals. The volume of contracts crosses three to five per month and review is being skipped or handled by whoever has time. A new lawyer is being engaged for each new matter, and the relationship cost of that handoff is becoming visible. Or a board, an investor, or a lender is asking for governance hygiene the company has not built yet. Any of those is a fit signal.
What is included in a flat-fee retainer?
The retainer covers the work scoped in the engagement letter for the included month: contract review and negotiation, governance and board support, employment counsel, compliance questions, light IP, and the standing weekly call. Matters that fall outside the included scope (for example, M&A diligence, complex employment investigations, or out-of-state regulatory work) are quoted separately before they begin so there is no surprise bill.
How is fractional general counsel different from a law firm on retainer?
A traditional law firm retainer is access to the firm at the firm's hourly rate, sometimes with a discount. A fractional general counsel engagement is a defined scope of recurring work at a flat fee, with one named attorney. Most clients who hire us for fractional general counsel value the predictability of the bill and the consistency of one attorney across the company's matters, not the on-demand depth of a full law firm bench.
Can the same firm prepare my taxes?
Yes. The Lancaster CPA Firm prepares the corporate, partnership, and trust returns that come out of the legal work. Owners who hire one firm for the documents and the resulting filings tend to find the math comes out tighter than splitting the work across two firms, and the strategy conversations stay protected by attorney-client privilege.
Reviewed by Knight Lancaster, JD, CPA, MBA
Knight Lancaster is the founder of Lancaster Law, P.C. and The Lancaster CPA Firm, P.C. in Nashville, Tennessee. He is one of a small number of attorneys in Tennessee who is also a licensed CPA, giving him a dual perspective on the legal documents and the tax returns that follow them. Knight has been recognized in Best Lawyers in America, Ones to Watch (Corporate Law), in 2023 and 2024, and serves on the Board of Directors of the American Academy of Attorney-CPAs. He earned his JD and MBA from Belmont University (the first graduate of Belmont's joint JD/MBA program) and a BS in Accounting from the University of Tennessee. Before founding Lancaster Law, Knight practiced at Bone McAllester Norton (now Spencer Fane), where his work focused on mergers, acquisitions, dispositions, and securities matters.
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This article is for educational purposes only and is not legal advice. Reading it does not create an attorney-client relationship. For advice specific to your situation, contact Lancaster Law directly.
Tennessee Bar
Practicing since 2019
Triple credential
JD · CPA · MBA
Peer-reviewed
Best Lawyers, Ones to Watch, 2023 + 2024
National board
American Academy of Attorney-CPAs, Director
General counsel across Tennessee.
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