Fractional General Counsel · Regulatory Advisory
Experienced legal counsel and compliance advisory for startups, fintechs, and growth-stage companies.
Marathon Counsel embeds as your fractional counsel. On a subscription or fixed-fee, project-based model, we advise growth-stage companies that are built for the long run. We handle your corporate, commercial, and regulatory work, with real depth in financial services, fintech, and digital assets. No hourly billing.
- No hourly billing. Full transparency.
- You agree on scope and price before work begins. The meter never runs.
- Technology forward.
- A law firm that integrates frontier technology into its practice.
- Built for regulated products.
- Deep work in financial services, fintech, and digital assets. We stay ahead of regulatory updates before they impact your business.
01 / Practice Areas
Coverage built for companies whose products touch regulation.
One senior lawyer across the corporate, commercial, and regulatory work a growing company runs into.
Financial Services & Fintech
Your product touches money, and the rules that govern it were not written with your roadmap in mind. You need someone who can tell you which regulator cares, what they expect, and how to get there without stalling the business.
What the work covers
- SEC, FINRA, and CFTC advisory and registration pathway analyses
- State money transmitter licensing programs
- BSA/AML and FinCEN money-services-business analyses
- Retail and institutional trading frameworks
- Examination, investigation, and enforcement support
Who it's for: Fintechs, proprietary trading firms, exchanges, investment managers and advisors, prediction markets platforms, and payment providers.
Digital Assets & Crypto
You are building in a market where the law is still catching up, and a wrong call on token structure or custody can follow the company for years. You want counsel who understands both the technology and the regulators watching it.
What the work covers
- Token launches and distributions
- Stablecoin offerings
- Crypto derivatives
- Tokenized investment products
- DeFi and Web3 platforms
Who it's for: Token issuers, exchanges and custodians, stablecoin projects, and crypto platforms approaching launch.
Corporate
You are forming, financing, or restructuring the company, and the documents you sign now decide who owns what and who controls what for years. You want a lead lawyer who protects the company, not just papers the deal.
What the work covers
- Entity formation and restructuring
- Board and stockholder consents
- Shareholder rights
- Corporate minute books and housekeeping
- Governance committees
Who it's for: Founders forming a company, and startups raising from angels, seed funds, or venture investors.
Commercial Contracts
Your team is closing deals faster than your paperwork can keep up, and every negotiation starts from scratch. You want a contract set your sales team can run with and terms that hold up when a deal goes sideways.
What the work covers
- Drafting and negotiating a variety of agreements including MSAs, NDAs, SaaS agreements, and vendor agreements
- Agreement template libraries and negotiation playbooks
- Data privacy documentation reviews
- Refinement of customer and client facing documents
- Vendor management support
Who it's for: Companies signing customer, vendor, and partner agreements at a pace that has outgrown one-off review.
Employment
You are hiring, granting equity, and writing the policies that will govern your team. A sloppy offer letter or a botched separation becomes a dispute fast. You want the people side handled before it does.
What the work covers
- Offer letters and employment agreements
- Restrictive covenants
- Equity grants
- HR matters and day-to-day questions
- Separations
- Policies and handbooks
Who it's for: Companies making their first hires, granting equity, or putting employment policies in place.
Regulatory Risk and Compliance
A new feature is ready to ship, and no one can say for certain whether it triggers a license, a disclosure, or a regulator's attention. Meanwhile investors and regulators expect a real compliance program. You want the risk assessed and the program built before a launch or an exam puts it to the test.
What the work covers
- Regulatory risk analyses for product launches
- Terms-of-service and disclosure review
- Policy frameworks and compliance program build-outs
- Employee trainings and registrations
- Control and surveillance implementation
- Cross-border risk assessments
Who it's for: Product and legal teams launching regulated features, and regulated entities preparing for examinations.
02 / Services & Tiers
You see the price before the work starts.
Two ways to work: a monthly subscription for ongoing counsel, or fixed-fee projects scoped at the start. The meter never runs.
Suggested for seed and early-stage
Counsel
Email and Slack support, one business-day response, monthly strategy call, template library access, commercial agreement support, and high-level regulatory advisory.
Suggested for Series Seed through Series B
Strategic Counsel
Everything included in Counsel, plus: weekly strategy call, strategic advisory for regulatory initiatives, registrations, and product launches, corporate formation and restructuring support, board and investor support, and employment and HR matters.
Suggested for regulated companies
Fractional Compliance
Compliance program oversight and build-out, regulatory examination and application support, ongoing monitoring, firm-wide remediation and training support, implementation of controls and reporting workflows, and compliance-as-a-service.
Fixed-Fee Project Services
Tailored to your specific legal needs. Predefined pricing with no hourly billing uncertainty, no long-term tie-ups, full transparency. Every engagement is scoped and priced before work begins. Including:
- Regulatory registrations, examinations, and investigations
- Entity management and corporate governance
- Fintech and digital asset product advisory
- Commercial agreement template and playbook library
- Compliance program build-out
- Employment and HR matters
- And more
How an engagement works
- 01
Discovery call
A 30-minute call to scope the work and decide whether the firm is a fit.
- 02
Engagement letter
Scope, deliverables, and price agreed in writing before any work begins.
- 03
Work begins
Project fees billed at agreed milestones or on completion.
03 / The Firm
One senior lawyer, embedded in your business.
Marathon Counsel is a fractional general counsel and regulatory advisory firm for startups, fintechs, and growth-stage companies. You get senior judgment, fixed pricing, and real regulatory depth, without the overhead of a traditional firm.
Michael Rosselli
Founder · Admitted in Illinois.
Michael Rosselli founded Marathon Counsel to give startups, fintechs, and growth-stage companies senior legal judgment on a predictable fee, without the overhead of a traditional firm. He advises startups and growth-stage companies on corporate, commercial, employment, and regulatory matters across consumer technology, marketplaces, financial services, fintech, and digital assets.
His regulatory work spans broker-dealers, RIAs, FCMs, DCMs, and proprietary trading firms; FINRA, SEC, and CFTC registration pathway analyses; state money transmitter licensing under the Money Transmission Modernization Act framework; crypto and digital-assets strategic advisory, including stablecoin offerings and tokenization; and BSA/AML and FinCEN money-services-business analyses.
Founders, operators, and executives rely on him to work through product, regulatory, and multi-jurisdictional questions, and to give answers they can build on.
Focus
- Financial services and fintech regulation (SEC, CFTC, FINRA, BSA/AML)
- Digital assets and crypto
- Entity formation and corporate governance
- Commercial contracts and vendor management
- Employment and HR
- Regulatory risk and compliance program design
Education
- University of Florida, B.A. 2016
- University of Florida Levin College of Law, J.D. 2019
04 / Contact
Tell me what you are building.
Start with an email or a 30-minute discovery call. Please hold off on confidential details until an engagement letter is in place.
Submitting this form does not create an attorney-client relationship. Please do not include confidential or time-sensitive information. Marathon Counsel is licensed in Illinois only and does not advise on Florida law.