Outside General Counsel

Fractional & Outside General Counsel for Growing Companies

Most growing companies need general counsel judgment long before they can justify a full-time general counsel salary. Rainey Law P.C. serves as fractional (outside) general counsel — an on-call legal department that handles contracts, employment questions, governance, vendor risk, and litigation oversight at a predictable monthly cost.

Engagement
Monthly retainer or hourly
Coverage
California, New York, Washington D.C.
Scope
Contracts, employment, governance, disputes

What a fractional general counsel actually does

A fractional GC is not a document mill. The role is to sit close enough to the business to anticipate problems — the customer agreement that quietly shifts liability, the contractor who should have been classified as an employee, the co-founder arrangement that was never papered. Ingrid Rainey has served as general counsel and as a business executive, and brings that operator's lens to the legal work.

  • Draft, review, and negotiate customer, vendor, and partnership agreements
  • Day-to-day employment advice: hiring, classification, discipline, separations
  • Employee handbooks, offer letters, NDAs, and contractor agreements
  • Corporate governance: entity formation, minutes, board and member consents
  • Trade secret, IP assignment, and confidentiality protection
  • Demand letters, pre-litigation strategy, and outside-counsel management

Fractional GC vs. hiring in-house vs. hourly outside counsel

Hiring in-house means a full salary, benefits, and a single skill set. Sending every question to hourly outside counsel means the questions stop getting asked — which is how small issues become lawsuits. A fractional arrangement sits in between: a defined monthly scope, a known point of contact, and litigation capability behind it if a matter escalates.

  • Predictable monthly cost instead of unpredictable hourly invoices
  • One relationship that already knows your contracts, people, and history
  • Trial-experienced counsel already in place if a dispute is filed
  • Scales up during financings, audits, and M&A; scales back afterward

Who this fits

  • Startups and founder-led companies past their first employees or first enterprise contracts
  • Mid-market companies whose HR or finance lead is absorbing legal questions
  • Companies expanding into California from another state, or into the U.S. from abroad
  • Nonprofits and boards needing governance and compliance support
  • Companies with in-house counsel who need employment or litigation depth

How an engagement starts

We begin with a confidential consultation to map what is actually in front of you: existing contracts, employment exposure, open disputes, and what the next twelve months look like. From there we scope a monthly engagement — or, when the need is narrower, a defined project. There is no obligation to convert a consultation into a retainer.

San Diego companies with employees in multiple cities

A San Diego County employer may have staff inside the City of San Diego and in separate cities such as Carlsbad, Escondido, and Poway. Statewide requirements are not always the whole picture: municipal wage and paid-leave rules can depend on where work is performed. We review the locations, employee classifications, handbooks, and contract terms together rather than assuming a single policy covers every worksite.

  • Evaluate wage, sick-leave, and timekeeping rules across work locations
  • Review hiring and termination paperwork before decisions are implemented
  • Align vendor, contractor, confidentiality, and IP terms with actual operations
  • Create an escalation plan for agency letters, demands, and threatened litigation

Representative matters

Examples from the firm's published case-results record. Past results do not guarantee a similar outcome.

  • 2023 · ~$500K

    Judgment after breach of contract and fiduciary duty trial

    Included punitive damages with interest and attorney fees.

Read all published representative matters

Related reading

Frequently asked questions

What is a fractional general counsel?

A fractional general counsel is an outside attorney who performs the general counsel role on a part-time, ongoing basis. Instead of paying a full-time in-house salary, a company engages the attorney under a monthly retainer or defined scope, and that attorney handles routine legal work and coordinates specialists when needed.

How is outside general counsel different from a law firm on retainer?

A traditional retainer is usually a deposit against hourly work for specific matters. Outside general counsel is a standing role: the attorney is expected to know your business, be reachable for quick questions, and manage legal risk proactively rather than only when a matter arises.

How much does a fractional general counsel cost?

Cost depends on scope — the volume of contracts, headcount, industry regulation, and whether litigation oversight is included. Rainey Law P.C. scopes engagements after an initial consultation so the monthly figure reflects actual work rather than a generic package.

Can you serve as general counsel for a company outside California?

Rainey Law P.C. works from a single office in San Diego, California, and practices in California, New York, and Washington, D.C. For matters requiring another jurisdiction's bar, we coordinate local counsel.

Can a Rancho Bernardo business use outside counsel for a second location?

Yes. The firm works from its San Diego office with clients throughout the county. The engagement can cover contracts and employment issues across multiple locations, with local rules reviewed for the places where employees actually work.

This page provides general information, not legal advice. Contacting the firm does not itself create an attorney-client relationship; representation is subject to a conflict check and an engagement agreement.

Awards & Recognitions

Recognized year after year for excellence in employment and business law

Rated by Super Lawyers 5 Years - Ingrid Rainey

Super Lawyers, San Diego — 2020–2027

  • Expertise.comBest Employment LawyersEscondido2022
  • Top Lawyers of San DiegoRising StarsSan Diego2019-2024
  • Best of San Diego 2026 winner — Best Lawyers, Rainey Law P.C.
  • San Diego Regional Chamber of Commerce Proud Member 2026 — Rainey Law P.C.

We fight for you.

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