General Counsel

The problem we solve

By the time a company can clearly justify a full-time general counsel, it has usually spent a year making legal decisions without one — signing the enterprise contract with an uncapped indemnity, granting equity on a handshake, answering a regulator's letter with a forwarded email. None of those are mistakes a founder should be expected to catch. They're the cost of not having a senior lawyer in the room.

We are that lawyer. As your fractional general counsel, a Kaleo principal carries the full role: the contract stack, the corporate record, and the judgment calls. The person who advises your CEO is the same person who marks up the agreement. Nothing is handed down a chain of associates, because there isn't one.

When clients bring us in

Most engagements start at a specific inflection point, not a vague sense that legal is "getting complicated." The four below account for the majority of first calls.

• A financing or a term sheet on the tableDiligence requests, a messy cap table, or investor counsel sending a 40-page SPA you need read on the company's side — fast, and by someone who has sat at that table before.
• A first enterprise customer with its own paperThe deal that finally has real liability, data, and IP terms — and a procurement team that won't accept your template MSA.
• A board that now expects real governanceOnce institutional money is in, "we'll paper it later" stops being acceptable. Minutes, consents, option grants, and a clean corporate record become a quarterly obligation.
• The first dispute or regulatory inquiryA demand letter, an employment claim, a state agency's questions — moments where the wrong first response is expensive to walk back.

What the engagement actually covers

A general-counsel engagement is broad by design — you get a legal department, not a single deliverable. In practice the work clusters into four areas, and we shift weight between them as the quarter demands.

• Commercial contracts, end to endDrafting and negotiating MSAs, SaaS and licensing agreements, NDAs, vendor and reseller deals — plus a clean template set so your team can move without us on the routine ones.
• Corporate & equity housekeepingBoard and stockholder consents, option grants and 83(b) tracking, cap-table integrity, and the records that survive a diligence review without a fire drill.
• Risk, employment & complianceOffer letters and separations, contractor-vs-employee calls, privacy and data terms, and the policies that keep a small team out of avoidable claims.
• Specialist quarterbackWhen a matter needs a tax, IP, or litigation specialist, we scope it, bring in the right firm, and stay accountable for the outcome — so you manage one relationship, not six.

How the fee works

Most clients are on a flat monthly retainer sized to a realistic read of their volume — set after a short scoping conversation, revisited as the business changes, and quoted before any work starts. A financing or a dispute can warrant a defined project fee on top; quiet quarters scale the retainer back down. What you do not get is a surprise invoice or an incentive for us to run the clock. We make money by closing the matter, not by lengthening it.

The result most clients describe is simple: legal stops being the function they avoid until it's urgent, and becomes one they actually use.