Year One on the Outside: 12 Months of Fractional Counsel for Texas Businesses

Elkhoury Law just turned one last month, and I’m giving out coffee beans in celebration!

As a former BigLaw lawyer who launched a solo outside general counsel & construction specialty boutique in Houston, this anniversary is a good excuse to do something lawyers almost never do: explain what the job actually looks like from the inside. Specifically, what does a year of serving as fractional outside general counsel — the attorney embedded in a business but isn’t on the payroll — actually look like for a Texas business? Beyond pitches — what is the reality of an OGC practice?

If you landed here because you are Googling “what does an outside general counsel do,” or “is a fractional GC worth it for my company,” or if you are a lawyer looking to start your own fractional practice, you are exactly who this post is for.

First, Let’s Clarify

"Outside general counsel," "fractional general counsel," "outsourced GC" — these terms get used interchangeably, and for good reason: they describe the same general model. A company without a full-time in-house legal department retains an attorney — or a small firm — to serve as its primary legal advisor on an ongoing, embedded basis. The attorney is not a stranger you call when a lawsuit lands. They know your business, your contracts, your vendors, and your risks. They function like a general counsel would, but they bill on an hourly, retainer, or flat-fee structure rather than drawing a six-figure salary and a benefits package.

For context on why this matters financially: total cash compensation for a full-time General Counsel at a high-growth private company in the U.S. can run multiple hundreds of thousands of dollars, before you factor in the true all-in costs of payroll taxes, benefits, bonus, and overhead. Fractional GCs, by contrast, are generally way easier on your balance books.

What Clients Actually Called About in Year One

Here is what twelve months of fractional OGC work at Elkhoury Law actually looked like in practice — not hypothetically, but in terms of the categories of work that drove many client interactions.

Contracts. Constantly.

If there is one consistent thread across every outside GC engagement, it is contracts. Not just the “big” deals — the daily stream of vendor agreements, subcontracts, service agreements, and “can you look at this real quick” e-mails that pile up when business is actively operating. I tell clients that by handling this transactionally (e.g., calling a lawyer only when something feels wrong), they may end up spending more and catch problems after they arise. The embedded model means that the attorney has already ready (or better yet, drafted) your standard form subcontract or vendor agreement, knows your risk tolerance, and can turn comments in hours rather than days.

The “We Just Got a Letter” Call

Some version of this tends to happen to every growing business: a demand letter arrives, a regulatory notice lands, a vendor threatens a claim. The value of having an OGC in those moments is not that the attorney necessarily handles the litigation. It is that someone who already knows your business is the first call, not someone billing you hundreds or thousands of dollars to get up to speed on who you are. After a year of handling dozens of demand letter situations, the pattern seemed consistent to me: early involvement appeared to mitigate anxiety.

Employment and HR Questions

Texas businesses, and especially those growing through headcount, run into employment law questions constantly. Offer letters, non-compete clauses, termination procedures, independent contractor classification, management compensation: these are not exotic legal questions, but common and high-stakes ones. Getting them wrong creates exposure. Having an outside GC who can field these questions as they arise can change how businesses manage people decisions. In my experience, that’s exactly what happened.

Vendor and Counterparty Paper

One of the more underappreciated parts of the outside GC role is handling what is often called "counterparty paper" — the vendor's standard form contract, the supplier's terms and conditions, the SaaS agreement that nobody reads until something goes wrong. Over the course of a year, businesses accumulate these agreements. The embedded attorney becomes the person who reviews them with institutional knowledge of the client's prior deals, flags the problematic indemnification clauses, and pushes back where it actually matters. With knowledge of the client’s industry, it becomes all the more easier.

Strategic Legal Conversations That Aren't Billable "Matters"

This one is harder to quantify but, frankly, might be the most valuable part of the model. It is definitely one of my favorites. Business owners make dozens of decisions each year that have legal dimensions — a new partnership structure, a pricing change that touches on a contract obligation, entering into new fields, a vendor relationship that is straining. When the attorney is embedded and not charging by the drink, those conversations happen. The legal angle gets surfaced before it becomes a problem. That is a proactive model, and it is where an outside GC can bring the most value to the table.

What This Model Is Not

Generally speaking, fractional outside general counsel is not a substitute for specialized counsel when serious, specialized issues arise. It is not a way to get a patent attorney or securities specialist for less money. The value of the model is breadth, institutional knowledge, availability, and long-term cost-savings — not depth in every single legal specialty. What a good OGC does when a specialized matter arises is help you find, hire, and manage the right specialist, brief them efficiently, and make sure the engagement doesn’t balloon unnecessarily. The OGC is the quarterback, not every player on the field.

It is also not a fit for every company. Very early-stage businesses with minimal contract flow and no recurring legal needs may be better served by project-based legal work, such as development of a set of form contracts and drafting of initial operating agreements. The fractional model starts to deliver its full value when legal questions are recurring — when the cost of ad hoc, hourly legal work has become unpredictable, and when the business has enough contractual and operational activity to benefit from an attorney who knows the playbook.

Elkhoury Law PLLC is a Houston-based boutique law firm focused on construction law, commercial contracts, and outside general counsel services for Texas businesses. If your business is ready to explore what fractional OGC looks like in practice, please reach out.

FAQ

What is the difference between outside general counsel and a regular business attorney?
An outside general counsel is a kind of business attorney. Someone who isn’t an outside GC may handle discrete, project-based legal matters — a contract, a formation, a dispute. Outside general counsel serves as your company's ongoing primary legal advisor, handling a broad range of legal needs on an embedded basis and developing deep knowledge of your business over time.

How much does fractional outside general counsel cost?
Monthly retainers will depend on the scope of services and complexity of the client's legal needs — but ultimately, it should end up a fraction of the cost of a full-time in-house hire. Contact us if you would like a proposal bespoke to your business.

What does an outside general counsel do on a day-to-day basis?
Contract review and negotiation, employment and HR guidance, vendor agreement management, compliance monitoring, dispute resolution strategy, and proactive legal counseling on business decisions — all with deep knowledge of the client's specific business. As issues come up, the outside GC helps you decide how to tackle them.

Is outside general counsel right for small and medium businesses?
Yes. Small and mid-sized businesses may benefit most from the fractional model because they have recurring legal needs but not enough volume to justify a full-time hire. The model provides senior-level legal support at predictable, manageable cost.