Most legal practice is structured around discrete transactions: you have a problem, you find a lawyer, the lawyer solves the problem, the engagement ends. For many clients and many problems, this model works perfectly well. For a particular kind of client — one with continuing complex affairs, multiple advisors across jurisdictions, and a portfolio of legal and tax questions that arise repeatedly over time — the transactional model is the wrong shape entirely.
The friction in the transactional model
Each new engagement under the transactional model carries a fixed setup cost. New counsel must be briefed on the client's broader situation. Background documents must be assembled and explained. The history of how things have been done is partially recovered, partially rebuilt, often imperfectly. The first few hours of any new engagement are spent on context, not on the question at hand.
This friction is invisible when the engagement is a single substantive matter — the cost is absorbed into the broader cost of solving the substantive problem. It becomes visible when the client engages multiple lawyers across multiple matters over time. Each engagement repeats the setup cost. The accumulated cost over a year of independent transactional engagements is often significantly higher than the cost of equivalent work under a continuing relationship.
What the retainer model does
Under a retainer model, the client pays a fixed fee for continuing access to counsel within a defined scope. The lawyer maintains familiarity with the client's affairs across matters and over time. New questions can be addressed quickly because the context is already established. Strategic decisions can be made with reference to the broader picture rather than to a single question in isolation.
The economics typically favour both sides. The client receives counsel that is more responsive, more contextual, and (usually) less expensive in total than the equivalent transactional engagement. The lawyer receives a stable revenue stream that supports investment in understanding the client's situation deeply, which is what makes the relationship work in the first place.
For whom it works
The retainer model works for clients who actually have continuing legal needs. The natural retainer client is someone whose affairs generate periodic legal questions across multiple subject areas — typically founders running operating businesses, family-office principals managing portfolios, executives in international positions, and others whose situations produce a regular flow of work.
For these clients, the value of having counsel who already knows the situation is meaningful. A question that would take three hours to brief and analyse from scratch can often be answered in fifteen minutes by counsel who has been involved with the client's affairs for two years. Across a year of such questions, the cumulative time saving is significant — and the quality of the answers is materially better, because they are informed by context that no amount of briefing fully transfers.
For whom it doesn't
The retainer model is not for everyone. Clients with a single discrete problem to solve are typically best served by a transactional engagement scoped to that problem. Clients whose legal needs are intermittent — months between matters, with no continuing context — do not benefit from a retainer that they only periodically use.
And the retainer model only works where the client genuinely values continuing counsel. Some clients prefer the transactional pattern as a matter of how they like to operate. The retainer model assumes a different style of working — periodic check-ins, comfortable communication, the assumption that the lawyer is a continuing presence rather than an as-needed resource. Where that style does not fit the client's preference, the transactional model is the right choice.
How retainers should be structured
A good retainer is specific. It defines what is included (typical scope of routine advisory, communications, document review, strategic input), what is excluded (substantive transactions, court proceedings, work beyond the defined scope), and the basis on which excluded work is handled (typically at pre-agreed rates against defined scope).
The fee should reflect the expected volume of work over the year, calibrated to the client's actual needs. Too low a fee fails the lawyer (and ultimately the client, as the relationship becomes unsustainable). Too high a fee fails the client. The right level is the one that fits the actual flow of work, with periodic adjustment as the relationship evolves.
Closing observation
For Moore Law, the retainer model is the natural structure for most engagements. The work the firm takes on is typically continuing rather than one-off, and the value of the work depends substantially on the firm's familiarity with the client's broader situation. The retainer arrangement is what makes that familiarity possible — and what aligns the firm's incentives with the client's long-term interests rather than with the count of billed hours.