Retainer vs. project-based billing for legal advisory: which model fits your international strategy? As German, Swiss or broader DACH companies expand into the USA or execute cross‑border M&A, the structure of legal fees becomes a strategic lever. This article explains how retainers and project fees work, compares them side‑by‑side, and shows how to align each model with your risk, speed and growth objectives.
What is the real difference between retainer and project-based billing?
In legal advisory for complex topics like US market entry (including defence) or global M&A, the billing model shapes the entire collaboration: responsiveness, depth of analysis, and willingness to tackle “messy” cross‑border issues.
Retainer-based billing means a fixed, recurring fee (usually monthly) that secures ongoing availability, strategic guidance and a reserve of legal capacity. For example, LANA AP.MA International Legal Services typically works on a monthly retainer of around €15,000 for Market Entry USA / Defence advisory.
Project-based billing means you pay for a defined scope and timeframe: e.g. drafting and negotiating a single share purchase agreement, handling a specific due diligence, or forming a US entity as a one‑off project.
Core structures compared: retainer vs. project billing
| Aspect | Retainer billing | Project-based billing |
|---|---|---|
| Typical use case | Ongoing US expansion, defence market entry, multi‑year M&A roadmap | Single transaction, one‑off entity setup, defined due diligence |
| Cost visibility | High (predictable monthly fee) | Medium (depends on scope changes, extra hours) |
| Lawyer availability | Reserved capacity, priority access | Based on project queue; less flexible for ad‑hoc questions |
| Strategic depth | Continuous, proactive risk management | Focused on delivering the specific outcome |
| Internal planning | Easier budget planning for Board/CFO | Budget per deal/unit; fluctuating legal spend |
How should DACH ‘Hidden Champions’ think about retainers?
If you are a managing director or owner in a DACH “Hidden Champion” with 500–1000+ employees, your primary drivers are usually:
- Liability minimisation and protection of the parent company
- Scaling profit through US premium pricing
- Maintaining strict compliance
For this profile, a retainer for US market entry or a series of global M&A moves is often more than just a fee model; it is a risk control architecture:
- Ringfencing risk: Your US entity is structured so that liabilities are clearly separated from the DACH parent; ongoing advice ensures changes in operations do not silently erode that protection.
- Compliance as a process, not an event: Export controls, defence‑related regulations, and local US rules evolve; a retainer allows continuous monitoring and quick adjustments.
- Strategic pricing guidance: To realise potential US premium prices (often 300–400% compared to DACH levels), legal and economic structures must support value‑based pricing and robust distributor contracts.
Without a retainer, any new issue (new state, new contract template, changed ownership structure) may trigger a new project, internal approvals and delays—precisely what slows down US growth.
When does project-based billing make more sense?
Project billing remains valuable when your need is clearly bounded and one‑off. Typical examples:
- You are selling a single business unit and need global M&A execution for that transaction only.
- You require a specific due diligence for a planned acquisition in North America or Asia.
- You want a stand‑alone entity setup with standard documentation, but no continuous advisory afterwards.
In those cases, project billing fits because:
- You can match legal cost directly to a specific deal P&L.
- Scope and deliverables are relatively clear from the outset.
- Internal sign‑off is easier: “one project – one budget”.
LANA AP.MA, for example, supports Global M&A / Transactions on an hourly/project basis (typical ranges in Germany: €400–€450/h; in the USA: $800–$900/h). This model is particularly useful for owners aged 50–70 structuring a single large sale or acquisition and preferring transaction‑specific budgets.
Strategic advantages and trade-offs for international expansion
Speed to market vs. budget flexibility
For US market entry (including defence‑adjacent sectors), speed and risk control must be balanced. A retainer can support faster decisions because internal teams no longer hesitate to “pick up the phone” due to hourly cost anxiety. Questions about distributors, export clauses, or NDA structures are clarified early—before they turn into expensive mistakes.
Project billing offers more flexibility if you are not sure whether you will proceed with a particular move. You can mandate a limited feasibility project first, then reassess.
Depth of relationship and understanding of your business
Complex cross‑border strategies benefit from advisors who understand your technology, ownership culture and revenue model. Retainers encourage exactly this: the law firm invests in learning your organisation deeply, because the relationship is ongoing.
Project billing is usually more transactional: the focus is on closing the specific deal correctly and on time. That can be entirely sufficient if your international exposure remains limited.
Decision matrix: which billing model fits your situation?
| Your situation | Retainer recommended if… | Project billing recommended if… |
|---|---|---|
| US market entry / defence‑related business | You plan multi‑year growth, multiple contracts and a US footprint that must be tightly ringfenced from the DACH parent. | You only need an initial risk & structure assessment with no clear long‑term plan yet. |
| Global M&A (buy or sell) | You expect a series of acquisitions/divestments and want a recurring advisory “bridgehead”. | You handle a one‑time sale/purchase and want to attach fees to that single transaction. |
| Internal governance & Board expectations | You need stable, predictable legal spend and continuous reporting on risk. | Your Board prefers deal‑by‑deal approvals and varied annual legal cost. |
How LANA AP.MA structures retainers and projects in practice
LANA AP.MA International Legal Services is a boutique law & economic advisory firm headquartered in Frankfurt am Main with offices in Basel and Taipei. Founded in 2021 and led by Dr. Stephan Ebner, the firm combines US market entry (including defence) and global M&A execution “from one hand”. A key differentiator is the rare combination of Western expertise and attorney admission in Taiwan.
For Market Entry USA / Defence, LANA AP.MA typically uses a monthly retainer (e.g. approx. €15,000), because the work spans:
- Entity structuring and ringfencing of the DACH parent
- Distributor and partner contracts aligned with premium pricing strategies
- Ongoing compliance checks and adaptation to regulatory changes
For Global M&A / Transactions, the firm often structures project‑based mandates with transparent hourly ranges, tailored to each specific transaction. This allows owner‑managers to attach legal cost clearly to a transaction and manage expectations vis‑à‑vis banks, co‑shareholders and family councils.
Next step: clarify which billing model supports your risk and growth profile
Retainer and project-based billing are not competing ideologies; they are tools. For ongoing US expansion or a series of cross‑border deals, a retainer often provides superior risk control and speed. For clearly delimited one‑off transactions, project billing can be optimal. If you are considering US market entry or larger M&A moves and want to discuss which model fits your situation, book a short intro call via lanaapma.com.
