Fractional General Counsel · Since 2010

Senior Legal Judgment.
Business-First
Thinking.

Mid-market companies get executive-level legal counsel from an operator who has run businesses, closed deals, and managed P&L — not just reviewed documents.

15+
Years of in-house & transactional experience
$130M
Leveraged buyout structured & closed
$100M+
P&L operations led as general manager
2010
Midaire Counsel founded in Atlanta, GA

“I’ve sat in the CFO’s chair. I know what executives actually need from counsel: clarity, speed, and judgment about what matters — not more paperwork.”

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About Michael LeBrun

A Business Executive Who Practices Law

Most attorneys understand law. Michael LeBrun understands business first — and uses the law as a tool to protect and create value within it. When he sits across from a CEO or CFO, he’s not translating business into legal. He’s already thinking in both languages simultaneously.

Before Midaire Counsel, Michael led $100M+ regional operations at MCI WorldCom and XO Communications, served as President & Corporate Counsel of a $10M+ revenue business, and consistently exceeded targets building sales organizations. He’s been on the executive side of every conversation lawyers typically only see from the outside.

Midaire Counsel has served closely held businesses, PE-backed companies, and executive teams navigating complex decisions since 2010. The firm is licensed in both Georgia and Alabama, giving mid-market clients seamless coverage across the Atlanta-to-Birmingham corridor.

Michael holds a Harvard certificate in Financial Analysis & Valuation for Lawyers — the fluency to engage on enterprise value and deal structure with PE associates and investment bankers, not just as outside counsel status.

Credentials

J.D. · Georgia & Alabama State Bars · Harvard Certificate in Financial Analysis & Valuation for Lawyers · Advanced study in business valuation methodology

Executive Background

VP & General Manager — XO Communications / MCI WorldCom ($100M revenue) · President & Corporate Counsel — MarketShare Telecom · VP Sales — American Appraisal Associates · Director of Market Innovation — Ascom Inc.

Best Fit Clients

Mid-market companies ($10M–$150M) where legal decisions are also business decisions — PE-backed businesses, founder-led companies at inflection points, CFOs who want counsel that thinks like them.

The Difference

Why Midaire Counsel?

Six things that make this practice genuinely different from outside counsel — and from a full-time hire.

01
Operator Credibility

Michael has run P&L, made payroll, lost a deal, and defended a margin. Mid-market CFOs and CEOs feel that difference within ten minutes — because he’s been in every room they’re about to walk into.

02
Valuation Fluency

Most transactional attorneys can read a balance sheet. Michael engages on enterprise value, EBITDA multiples, and why a DCF might tell a different story from a comparables analysis. Harvard-certified. Deal-tested.

03
Fractional Economics

A full-time General Counsel costs $250K+ in salary alone. A Midaire retainer delivers the same senior judgment — predictable, scalable, available when you need it — for a fraction of that cost.

04
Outcome Alignment

Where appropriate, fees are structured on value created — not hours logged. If a deal improves your position by $700K, the attorney should be paid for the outcome. AirePocket makes this calculable and transparent.

05
Dual-State Coverage

Licensed in Georgia and Alabama. The Atlanta-to-Birmingham corridor is active in mid-market M&A. Most Atlanta boutiques lack Alabama coverage or refer it out, losing client continuity. Midaire doesn’t.

06
Proactive, Not Reactive

The right mid-market partner considers legal implications of business decisions before they become problems — not after. That’s what a counselor who has actually run businesses brings to the table.

Services

What We Do

Retainer-based fractional GC, value-priced project engagements, or one-time counsel — structured around your needs, not a billing calendar.

Fractional General Counsel

Monthly retainer. Senior legal availability for contract review, deal advice, board preparation, and governance. The judgment of a GC — without the six-figure salary.

Business Transactions & Owner-Level Deals

Acquisitions, sales, recapitalizations, and strategic deals in the $5M–$150M range. From LOI through close, with genuine financial fluency at every step.

Commercial Contracts

Drafting, reviewing, and negotiating commercial agreements where the goal is outcome — not paperwork. Vendor contracts, licensing, distribution, and partnership structures.

Corporate Governance

Board resolutions, equity structure, entity formation, cap tables, and shareholder agreements. Infrastructure your investors expect, built correctly from the start.

Risk & Compliance

Privacy policies, multi-state regulatory compliance, data governance, and proactive risk assessments. Legal infrastructure that scales with the business rather than chasing it.

Exit & Succession Planning

For owners who know they need an exit plan and haven’t started. The entry point is understanding what the business is worth and what a transition looks like. Valuation fluency makes this a different conversation.

Who We Serve

The Right Fit

Midaire Counsel is most valuable where legal decisions and business decisions are the same decision — and where the person in the room needs to understand both.

Founder-Led & Family Businesses

Companies where the owner’s identity is tied to the outcome. Acquisitions, exits, or recapitalizations that require someone who understands that dynamic, not just the document.

PE-Backed Portfolio Companies

Portfolio companies needing senior legal capacity without a full-time hire. The PE firm gets deal discipline; the portfolio company gets counsel that speaks the same language as the investors.

Companies at Inflection Points

First institutional round, first acquisition, first multi-state expansion, leadership transition. Moments where getting legal infrastructure right protects everything downstream.

Companies Searching for In-House Counsel

If you’ve been searching six months for a General Counsel, consider what that search costs. A fractional arrangement delivers the same judgment, available now, for significantly less.

Business Brokers & M&A Advisors

Brokers doing deals in the $5M–$50M range need transactional counsel who moves at deal speed and doesn’t over-lawyer routine transactions. A referral relationship built on mutual value.

CFOs & Finance Teams

Legal counsel that talks like a CFO — budget certainty, outcome orientation, and a clear line between what matters legally and what’s just risk theater. Value pricing where it makes sense.

How We Price

Two Models. One Goal: Clear Value.

Most legal pricing is opaque. Ours isn’t. Whether you need ongoing counsel or project representation, you’ll know what you’re paying — and why it makes economic sense.

A full-time General Counsel costs more than the salary line. Adjust the inputs to see the full loaded cost — and how a fractional arrangement compares.

GC Base Salary$225,000
$150K$400K
Benefits & Overhead Multiplier35%
20%60%
Outside Counsel Hourly Rate$450/hr
$200$750
Estimated Annual Legal Hours400 hrs
1001,200
Monthly Fractional Retainer$5,000/mo
$2K$12K
Full-Time GC — Total Annual Cost
$304,000
Salary + benefits + overhead. Excludes $20–40K recruiting cost.
Outside Counsel — Annual Spend
$180,000
Hourly billing. No outcome guarantee. Unpredictable month to month.
Fractional GC — Annual Retainer
$60,000
Senior counsel. Predictable. Available when you need it.
You Save vs. Full-Time GC
$244,000 / year

* Retainer provides a defined monthly allocation of senior counsel. Matters requiring significant additional hours are scoped separately.

AirePocket prices legal work on the value it creates — not the hours it takes. Select a matter type, set the numbers, and see how outcome-based pricing compares to the hourly clock.

In an M&A transaction, value is created by improving deal terms — purchase price, structure, earnouts, indemnification. You set the baseline and the outcome. I earn a percentage of the difference.
Baseline / At-Risk Value$5,000,000
$500K$50M
Expected Value Improvement15%
5%50%
AirePocket Fee %20%
10%40%
Minimum Floor Fee$5,000
$1K$25K
Hourly Rate (comparison)$450/hr
$200$750
Value Created for Client
$750,000
No Result
$5,000
Floor fee only
Half Result
$75,000
You keep the rest
Full Result
$150,000
Best case fee
The Risk Asymmetry
Your worst case: $5,000. Hourly worst case: $36,000–$90,000. Under hourly billing you pay regardless of outcome.
Client Net Benefit (Full Result)
$600,000
4.0× return on legal fee
Estimated Hourly Alternative
~80–200 hrs at $450/hr = $36,000–$90,000 — paid regardless of outcome.

* AirePocket fees require a written baseline agreement before engagement. Floor fee applies in all scenarios. Percentage and structure vary by matter type and complexity.

Contact

Let’s Talk About Your Legal Needs

Every business situation is different. An introductory call takes thirty minutes and costs nothing. If there’s a fit, we’ll know it quickly.

678-906-9062
Atlanta, Georgia · Licensed in GA & AL

Confidential. No obligation. Response within one business day.

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