Fractional General Counsel
Fractional General Counsel for Ontario Businesses — Built Around the Deal
Barbarian Law® provides fractional general counsel to a limited number of Ontario businesses from Aurora: ongoing contract drafting and review, corporate governance, risk and compliance, outside counsel management, and business purchases and sales. Engagements begin with a 90-day initial term and a written fee estimate, are charged on a specific retainer rather than an evergreen one, and are invoiced monthly after the work is delivered — with no deposit into trust.
Standing legal counsel for a limited number of businesses — from the contracts that run your company to the transaction that changes it. Buying a business, selling one, or building toward either: your general counsel keeps the corporate record deal-ready every month, then runs the transaction when it comes. Specific retainers, never evergreen: a defined scope, a written fee estimate first, an invoice after the work is done. In-house counsel judgment without the in-house salary.
What Your General Counsel Handles
Most businesses call a lawyer after something goes wrong. A fractional general counsel works the other way: reviewing agreements before you sign, flagging risk before it becomes a dispute, and keeping the corporate record clean — so that when the deal comes, you’re ready for it.
Buying & Selling Businesses
The single most valuable thing a general counsel does is get you through a transaction — an acquisition, a sale, or the years of preparation before one. Share and asset purchases, letters of intent, due diligence, purchase agreements, closing, and post-closing integration: quarterbacked by the lawyer who already knows your minute book, your contracts, and your people.
This is where standing counsel pays for itself. A buyer’s diligence team finds what’s missing in weeks; a general counsel spends months making sure there’s nothing to find. Clean records, tight contracts, and resolved loose ends translate directly into price — and into a deal that closes instead of collapsing.
Contract Drafting & Review
Customer agreements, supplier terms, NDAs, employment and contractor agreements, leases — drafted, reviewed, and negotiated before you’re bound by them.
Corporate Governance
Minute books, resolutions, shareholder agreements, director duties, and corporate structuring kept current, defensible — and diligence-ready.
Risk & Compliance
Practical review of regulatory obligations, privacy, and business practices — with plain-language advice on what actually needs fixing first.
Financing & Commercial Real Estate
Lending, security, commercial property, and expansion — the transactions around the transaction, handled at deal speed by counsel who knows the file.
Dispute Strategy & Outside Counsel Management
Early assessment and negotiation to resolve conflicts before court. When a matter needs a specialist — litigation, IP, tax — I select them, brief them, manage the file, and review their bills so you’re never overpaying for work you can’t evaluate.
Day-to-Day Counsel
The “quick question” calls that never feel worth a law firm’s minimum billing — answered directly, because they’re already covered by your retainer.
Who This Is Built For
Fractional general counsel fits businesses that have real legal volume but not enough to justify a full-time hire — and it fits best when there’s a deal somewhere on the horizon. For most owner-operated businesses, the deal is the destination: the sale, the acquisition, the succession. Everything a general counsel does along the way raises what that deal is worth.
Owners preparing to sell — even years out
The best exits are built long before the listing. Clean minute books, assignable contracts, documented employment terms, and resolved disputes directly increase valuation — and shorten diligence from months to weeks.
Buyers acquiring a business
An acquisition is where a bad clause costs the most. Your general counsel runs diligence, negotiates the purchase agreement, and closes — then keeps acting for the company you just bought.
Founders acting as their own legal department
You’re the CEO — and also the person reading contracts at midnight, chasing lawyers, and deciding what’s “probably fine” to sign. Every hour spent playing lawyer is an hour not spent running the company.
Businesses in regulated or contract-heavy industries
Construction, hospitality, sports, professional services, distribution — where the paperwork is the business and a bad clause costs real money.
How the Engagement Works
Three steps. No deposit, no surprise invoices, no discovery calls with three associates you’ll never speak to again. Many clients start with a single flat-fee project — a contract overhaul, an incorporation, a purchase — and move to standing counsel once the value of a lawyer who knows the business is obvious.
Consultation
We review your business, current contracts, corporate records, and where legal issues have cost you time or money — including whether a transaction is in your future. You’ll know by the end of the call whether this model fits, and whether there’s room on the roster.
Written Fee Estimate
You receive a written scope and monthly fee before any work begins — sized to your actual legal volume. Nothing is paid up front. You’re invoiced after the work is done, every month.
90-Day Initial Term, Then Ongoing
Every retainer starts with a 90-day initial term — enough time to prove the value, with the freedom to adjust scope or walk away after. Day to day, it works like in-house counsel: a standing monthly check-in, direct access by phone or email in between, and contracts reviewed as part of how your business runs — not a portal, not an intake team.
Standing Counsel vs. Calling a Firm When Something Breaks
Reactive legal work
- Evergreen retainer: trust deposit before work starts, topped up indefinitely
- Lawyer learns your business from scratch, on the clock, every time
- Problems surface after contracts are signed — or worse, in a buyer’s diligence
- Hourly billing makes small questions expensive, so they go unasked
Fractional general counsel
- Specific retainer: defined scope, no deposit, invoiced after the work is done
- One lawyer who already knows your contracts, people, and risk tolerance
- Agreements reviewed before signature — and a corporate record kept deal-ready
- A flat monthly fee — asking early costs nothing extra
Fees
Specific retainers. Never evergreen.
Most firms run evergreen retainers: you deposit money into the firm’s trust account before work begins, the firm bills against it, and you’re asked to top it up — again and again — for as long as the relationship lasts. Your working capital sits in a lawyer’s trust account instead of your business.
Barbarian Law runs specific retainers. Each engagement has a defined scope, a written fee estimate before work begins, and an invoice after the work is delivered each month. No deposit, no top-up emails, no cash parked in trust. That arrangement runs on trust in both directions — and it’s why standing general counsel is reserved for a limited number of businesses at a time.
Standing engagements start at $500 per month, which guarantees two hours of counsel each month at a reduced hourly rate, with further hours at that same reduced rate. It is a deliberately low bar to entry: enough to put a lawyer who knows your business on call, without asking you to commit to a number before you have seen the value.
Above that, the monthly fee is sized to your legal volume — the contracts, employees, and transactions actually moving through your business — and reviewed quarterly. When a purchase or sale arrives, the transaction is quoted separately in writing, at a preferred scope for standing clients: your general counsel already knows the file, so you’re not paying a stranger to learn your business mid-deal.
Frequently Asked Questions
Can my general counsel run my acquisition or sale?
Yes — that’s the point of the model. Buying or selling a business is where standing counsel delivers the most value: the lawyer running your deal already knows your minute book, contracts, employees, and risk tolerance, so diligence starts from knowledge instead of a data room. For sellers, the months or years of general counsel work before the deal — clean records, assignable contracts, resolved loose ends — show up directly in the purchase price. Transactions are quoted separately in writing before work begins, so the retainer never hides deal fees.
What is a fractional general counsel?
A fractional general counsel is an outside lawyer who performs the role of an in-house general counsel — ongoing contract review, corporate governance, risk management, and strategic legal advice — on a part-time, flat-retainer basis. Your business gets dedicated counsel who knows your operations without the cost of a full-time legal hire.
How is this different from just calling a law firm when I need one?
Two ways. First, continuity: a fractional GC already knows your contracts, corporate structure, and risk tolerance, so advice is faster and grounded in your actual business rather than a fresh intake. Second, incentives: a flat retainer means you can ask questions early — when problems are cheap to fix — instead of rationing legal advice because the meter is running.
Do I have to pay anything up front?
No. Barbarian Law runs specific retainers, not evergreen retainers: you receive a written fee estimate before the engagement starts and an invoice after the work is delivered, each month. No deposit into trust, no top-ups. Extending that trust is a deliberate choice, and it’s part of why standing counsel is offered to a limited number of clients rather than everyone who asks.
What’s the difference between a specific retainer and an evergreen retainer?
An evergreen retainer is the standard law firm arrangement: the client deposits funds into the firm’s trust account before work begins, the firm bills against that balance, and the client must replenish it whenever it drops — indefinitely. The client’s cash sits in the lawyer’s trust account for the life of the relationship.
A specific retainer is an engagement with a defined scope and terms, agreed in writing before work begins. At Barbarian Law, that means no deposit and no top-ups: your working capital stays in your business, and you’re invoiced after the work is done. For a growing company, the cash-flow difference is not trivial.
What does the monthly engagement include?
Each engagement is scoped in writing before it begins. A typical scope includes contract drafting and review, corporate record maintenance, governance advice, employment and supplier agreement support, and day-to-day legal questions. Larger matters — like a business purchase or sale — are quoted separately in writing before work starts, so nothing lands on your invoice unannounced.
How much does fractional general counsel cost in Ontario?
Standing engagements start at $500 per month, which includes two hours of counsel each month at a reduced hourly rate — additional hours are billed at that same reduced rate. Larger engagements are sized to your actual legal volume, and every one starts with a written fee estimate rather than a generic price. As a reference point: a full-time general counsel in Ontario commands a six-figure salary plus benefits. A monthly engagement gives you ongoing access to counsel who already knows your business, at a fraction of that cost — and billed only after the work is done.
What size of business is this for?
Typically owner-operated and mid-sized companies in the GTA — businesses with enough contracts, employees, or regulatory exposure to need regular legal input, but not enough to justify a full-time in-house lawyer. If you’re finding legal questions piling up between “urgent enough to call a firm” moments, you’re in the range.
Do you handle litigation?
Barbarian Law is a transactional firm and does not litigate. That’s deliberate: most disputes are cheaper to prevent or negotiate than to fight, and that’s where general counsel work lives. If a matter does require court, I act as your general counsel — selecting, briefing, and managing litigation counsel so the file is run in your business’s interest, not the litigation firm’s.
Who actually does the work?
One lawyer — Karim Eshqoor, the founder — handles every matter personally. No hand-offs to juniors, no account managers. When you call, you speak with the lawyer who knows your file.
How is this different from fractional counsel platforms?
Fractional legal platforms are marketplaces: you have a discovery call with their sales team, review a shortlist of candidates from their network, interview lawyers, and an operations team manages the engagement. There’s nothing wrong with that model — but it adds layers. Here, there is no matching process because there is no network. The lawyer on this page is the lawyer who answers your call, reviews your contracts, and sits across the table when you’d rather meet in person. Local to Aurora, serving the GTA.
How quickly do you respond?
Retainer clients come first — that’s part of what the retainer buys, and it’s why the roster is limited. Urgent questions get same-day attention; routine contract reviews are typically turned around in days, not weeks. You’ll never wait behind a firm’s intake queue to ask a five-minute question.
Can we start small?
Yes. Many clients start with a single flat-fee project — a contract overhaul, a minute book cleanup, a business purchase — and move to a standing engagement once the value of counsel who knows the business is obvious. Standing spots open as the roster allows; project work is the natural way in.
The Best Deals Are Built Years Before They Close
One consultation will tell you whether standing general counsel fits your business, whether there’s room on the roster — and if a transaction is in your future, what it will take to be ready for it. You’ll leave with a written fee estimate either way, and you won’t pay a dollar before the work is done.