Most startups don’t need a full-time general counsel. But nearly every founder can benefit from a fractional general counsel—especially before a fundraise, acquisition, or regulatory review.

In just 60 minutes, a seasoned legal eye can surface high-risk issues hiding in plain sight. These red flags might not be obvious to founders or even outside advisors—but they’ll be exactly what investors, regulators, or acquirers zero in on.

At Zecca Ross Law, our Fractional General Counsel services are designed for high-growth startups who need pragmatic, fast legal insight. Here’s what we’re looking for during a one-hour compliance review—and what we help fix before it’s too late.

1. Corporate Governance Gaps

We look for:

  • Missing or unsigned board and stockholder consents
  • Lack of a board delegation policy
  • Unapproved equity issuances
  • Inconsistent meeting minutes

Why it matters: Sloppy governance can tank investor confidence or delay deals. It’s also the first thing a buyer's counsel will request during a M&A due diligence.

2. Cap Table Confusion

We check:

  • Whether equity grants match board approvals
  • If SAFEs, convertible notes, and option pools are properly documented
  • If founders’ vesting schedules are tracked and up-to-date

Why it matters: Cap table discrepancies can create disputes or cause a raise to fall through. We make sure your equity story aligns with your legal paperwork.

3. Employment Compliance Risks

We review:

  • Offer letters and IP assignment agreements
  • Classification of contractors vs. employees
  • At-will employment disclaimers
  • Harassment and whistleblower policies

Why it matters: One misclassified hire or missing IP clause can expose your company to lawsuits or complicate an exit.

4. Privacy and Data Policies

We assess:

  • Whether your Privacy Policy matches your actual data practices
  • Use of third-party tracking tools (cookies, pixels)
  • Internal access controls and employee data policies

Why it matters: In SaaS, health, fintech, or ecommerce, sloppy privacy practices aren’t just bad PR—they’re regulatory liabilities. And investors notice. Read about privacy policy compliance from the Federal Trade Commission (FTC).

5. Contracts Red Flags

We scan:

  • Your standard customer and vendor agreements
  • Any missing NDAs, MSAs, or license terms
  • Unfavorable or one-sided clauses (especially around IP, indemnity, or renewal terms)

Why it matters: Bad contracts can create revenue leakage or limit your future growth. We help identify which ones need to be renegotiated—or just redrafted.

6. Hidden Regulatory Triggers

We identify:

  • Whether your business model requires state, federal, or international licenses
  • Overlooked compliance requirements (e.g., TCPA, ADA, GDPR, HIPAA)
  • Industry-specific risks (like working with minors, crypto, or AI-generated content)

Why it matters: Regulatory risk doesn’t go away by ignoring it—and smart investors will flag these gaps fast.

The Value of a Fractional General Counsel

A fractional general counsel isn’t just a box-checker. They’re a strategic partner who brings the legal lens of an in-house team—without the full-time cost.

At Zecca Ross Law, we offer targeted compliance reviews, legal infrastructure audits, and deal prep packages that help startups:

  • Prevent expensive legal cleanups
  • Accelerate fundraising timelines
  • Build trust with investors and buyers

Ready for a Compliance Checkup?

If you’ve raised capital, are hiring fast, or planning a strategic transaction, a 60-minute review could save you six figures in legal exposure—or months of deal delays.

Book a fractional general counsel consult with Zecca Ross Law today.