Three engagement tiers
I run fractional CLO work as a defined-scope retainer, not an open-ended hourly engagement. Start with Phase 1; everything else is sized to what we find.
Phase 1: Intake & Scope Memo
60-90 minute structured intake with you, plus a written scope, risk, and budget memo. The memo lets us pick the right monthly retainer (or decide there isn’t one).
- Securities posture review (Reg D, Reg CF, Reg A+, blue-sky filings)
- Corporate housekeeping audit (charter, bylaws, equity plan, cap table)
- Contract stack inventory and gap list
- Outside-counsel inventory and budget review
- 12-month compliance calendar draft
- Recommended monthly retainer size with rationale
Phase 2: Stabilization Retainer
Focused remediation of the highest-risk gaps the Phase 1 memo surfaces. Pricing locked once scope is clear.
- Securities and governance fixes
- Customer agreement, MSA, and DPA build-out
- Employment, contractor, and IP-assignment templates
- Outside-counsel engagement letters with budget caps
- Weekly written status, monthly executive summary
- Optional ad-hoc work via capped overage
Phase 3: Ongoing Fractional CLO
Reserved hours per month, defined service categories, capped overage at $240/hour. The model if both sides want to continue past stabilization.
- All Phase 2 services on ongoing basis
- Board-meeting prep and consent management
- Investor and customer contract negotiation
- Employment / contractor lifecycle support
- Ongoing securities, privacy, and AI-governance posture
- Direct attorney access via email and chat
Who this is for — and who it isn't
This is for you if:
- Pre-seed through Series B founders running open legal cycles weekly
- Companies actively raising capital under Reg D, Reg CF, or Reg A+
- CFOs or COOs who need a single legal point-of-contact across functions
- Boards looking to install legal leadership before a financing or exit
- Operators tired of paying BigLaw rates for routine contract work
This isn't for you if:
- Companies that need primarily litigation or trial work (CA only at $240/hr)
- Public-company SEC reporting (specialty firm work, not fractional)
- Patent prosecution or IP litigation (referred out)
- Healthcare regulatory matters requiring HIPAA/FDA depth (referred or co-counseled)
- M&A buy-side diligence at the BigLaw scale (referred or co-counseled)
My approach
A fractional CLO is only useful if the company gets the structural decisions right early. Phase 1 forces that conversation in a week.
Structured intake
60-90 minute working session. We map the legal surface area: securities, governance, contracts, employment, IP, outside counsel, and risk hot-spots.
Scope and budget memo
Within 5 business days I deliver a written memo: what is on fire, what can wait, what the right monthly retainer size is, and what gets referred to specialty counsel.
Stabilize
30-60 days of focused remediation under a fixed monthly retainer. The highest-risk gaps get closed first. Cap-table cleanup, Form D filings, contract templates, employment docs.
Run the function
Ongoing retainer with reserved hours, defined service categories, capped overage. I sit between the company and outside counsel, controlling scope and cost.
Recent client results
"Sergei takes complex regulatory questions and gives me a clean, actionable answer in plain English. He flags the issues that actually matter and skips the ones that don’t."— Upwork client, recurring corporate engagement
"Direct, fast, and not afraid to tell me what to push back on. He saved us from a securities filing trap that would have cost five figures to unwind."— SaaS startup founder avoided ~$30K in remediation costs
"I wish I had hired Sergei before our seed round, not after."— Series A founder, fintech
Why work with me
Sergei Tokmakov, Esq.
I have been a California-licensed business attorney since 2011 — 15 years of corporate, securities-adjacent, and contract work. I run my own legal practice and operate the Terms.Law platform, which is itself a regulated content and SaaS business, so I’ve built every contract, policy, and compliance routine I now help my clients with.
I take fractional CLO roles when the company and the work are a real fit, and I am direct with founders about scope and cost. I prefer fixed-fee phases over open-ended hourly engagements.
Frequently asked questions
How is a fractional CLO different from a regular outside attorney?
Outside attorneys handle one matter at a time and bill hourly. A fractional CLO sits inside the company’s decision-making, runs the legal calendar, controls outside-counsel spend, and reports to the executive team on a monthly retainer. The fractional CLO is the legal function, not a vendor of it.
What is the minimum engagement length?
Phase 1 is one engagement (the intake plus written memo). Phase 2 stabilization is typically 30-60 days. Phase 3 ongoing is month-to-month with 30-day notice on either side. There is no annual lock-in.
Do you need to be in California for me to engage you?
No. I am California-licensed but the work I do as fractional CLO — corporate, securities, contracts, governance — is national in scope. I have clients in every U.S. state. Litigation and California-specific employment matters get referred to local counsel when needed.
How do you handle confidentiality and conflicts?
I run a conflicts check before any engagement begins. Once engaged, all matters are covered by attorney-client privilege and an engagement letter that spells out scope, fees, and confidentiality.
Can I hire you for just one piece (e.g., just securities review)?
Yes. Phase 1 is the right entry point even if you only need a single function audited. The memo will tell us whether ongoing engagement makes sense or whether a one-off engagement closes the gap.
What if I already have outside counsel I like?
Most of my clients keep their existing specialty firms (litigation, IP, employment) and use me as the in-house equivalent who manages those firms. I bring scope discipline and budget caps; the specialty firms keep doing what they do best.
Related resources I've written
Startup Counsel: Fractional GC Tools
My hub for founders evaluating fractional GC arrangements: scope, pricing, and triage.
Startup Fundraising Legal Toolkit
Practical map of the offering stack: SAFEs, Reg D, Reg CF, Reg A+, finder-fee risk.
Cap Table & Share Class Design
Common vs preferred, protective provisions, equity compensation. Decisions that get harder to fix the longer you wait.
Finder Fees and Securities Law
A common enforcement trap. If anyone is being paid to introduce investors, read this.
Securities Startup Counsel
For when you need deeper securities work without the full fractional CLO commitment.
SaaS Legal Package
For SaaS-only matters: customer terms, DPA, AI addendum, privacy.
Ready to put real legal leadership in place?
Start with the Phase 1 intake. Within five business days you have a written scope, risk, and budget memo — and a real basis for deciding what comes next.