• Jul 06, 23
• Shawn Cole
• General Counsel
• 0 comment

Decoding the Roles: General Counsel vs. Chief Legal Officer (GC vs. CLO)

The chief legal officer (CLO) and general counsel (GC) are both important roles within an organization’s legal department, but they differ in their scope and responsibilities.

The general counsel is primarily focused on providing legal advice and guidance to the company, managing legal risks, and overseeing legal operations. They typically handle day-to-day legal matters, such as contracts, compliance, and litigation, and act as a legal advisor to the executive team and the board of directors. The general counsel often works closely with other departments to ensure legal compliance and mitigate legal risks across the organization.

On the other hand, the chief legal officer (CLO) holds a broader strategic role. In addition to the responsibilities of a general counsel, the CLO is involved in shaping the organization’s legal and business strategies. They are responsible for aligning legal objectives with overall corporate goals and ensuring that legal considerations are integrated into the company’s strategic decisions. The CLO may be involved in high-level negotiations, mergers and acquisitions, regulatory compliance, and managing relationships with external legal partners.

While the general counsel focuses on the day-to-day legal operations and providing legal advice, the chief legal officer takes a more strategic and leadership-oriented approach, contributing to the organization’s overall direction and ensuring legal compliance while driving business objectives.

What Are the Responsibilities of a CLO?

The role of the CLO is to help the CEO and board of directors build a strategy and a culture that will drive long-term success. The CLO is responsible for developing and maintaining a strategic plan, which includes understanding how to implement it and then making sure that it happens.

The duties of a CLO vary depending on the size and complexity of the organization. In general, though, they will have a number of responsibilities, including:

• Overseeing all legal matters within an organization
• Ensuring that company policies comply with laws and regulations
• Managing any litigation within their company or against it
• Setting strategy for future legal needs

The CLO is usually responsible for managing the legal affairs of a company or government agency. This work includes developing policies, negotiating contracts, and resolving disputes. 

In some cases, the CLO may also provide advice to executives on compliance issues or other legal matters. The CLO may have direct reports but typically will report to another C-level executive such as the CEO or COO.

The CLO must have a solid understanding of the law and its impact on business decisions. They must understand how to translate the company’s goals into actionable legal strategies. This understanding requires extensive experience in both legal matters and business issues.

What Are the Responsibilities of a GC?

General counsel responsibilities include ensuring compliance with all relevant laws, rules, regulations, and codes of conduct.

They must monitor any potential risks to the company’s reputation or finances and help mitigate those risks by implementing appropriate controls.

The role of general counsel involves being responsible for representing the company’s legal interests in all matters, including:

• Litigation
• Regulatory issues
• Employment disputes

General counsel may also advise senior leadership on legal matters such as compliance with regulations or potential mergers and acquisitions. 

A GC is often considered one of the most important members of executive leadership teams because of their critical role in protecting against risk and ensuring that companies can operate smoothly even during times of uncertainty or crisis.

Every GC offers: 

• Guidance and advice
• Protection against liability issues
• Help with insurance requirements
• A reduction in the risk of regulatory penalties

The GC also assists in drafting contracts and reviewing business transaction documents. In addition, they may be responsible for preparing reports related to lawsuits or other legal matters.

What Is the Difference Between a GC & a CLO?

The terms “general counsel” and “chief legal officer” are often used interchangeably. However, there are some important differences between these positions, including their specific areas of focus. These differences, described in more depth below, should be considered when hiring an attorney for your company:

• General counsel is responsible for overseeing all aspects of legal matters for an organization, including strategic planning, contract review and negotiation, regulatory compliance, litigation support, and more. Consequently, general counsel might help negotiate a merger agreement.
  
• A chief legal officer may handle some of the duties of general counsel but will typically focus more narrowly on high-level business issues, such as mergers and acquisitions, employee contracts (to ensure they comply with equal opportunity hiring practices), and intellectual property protections. The CLO, as an executive position, may also be required to oversee other departments within the organization, such as human resources, public relations, and marketing. 

In addition to advising executives on legal matters, they may also have regulatory oversight over various issues such as compliance with government regulations or ethical standards within an industry sector.

Why Does My Company Need a GC?

The role of the GC is to provide legal advice and counsel that helps the company achieve its business objectives. That may sound simple, but it’s actually quite complex.

First, think about all of the issues that are unique to your company, like (but not limited to):

• Mergers and acquisitions
• Intellectual property protection and licensing
• Employment law compliance
• Litigation avoidance strategies,
• Regulatory compliance

These issues are constantly evolving and can be extremely complex. 

Without timely guidance from an experienced GC who knows how these issues affect your industry, mistakes can be made that cost your company money or even threaten its existence. The good news is that you don’t need to know everything about every issue — you just need an experienced professional who can help you navigate through it all.

Why Does My Company Need a CLO?

A CLO is the highest-ranking legal executive in an organization, reporting directly to the CEO or COO. 

Each CLO is responsible for overseeing all aspects of legal affairs, including:

• Compliance and risk management
• Corporate governance
• Legal operations
• Internal investigations
• A company’s external counsel relationships

The role of CLO has gained significant attention over the past few years as companies have increasingly viewed it as a critical component of effective corporate governance.  

A CLO should be involved in key business decisions, such as mergers and acquisitions, as well as strategic planning. The CLO also serves as a bridge between the company’s leadership team and its outside counsel.

Understanding the Differences Between a GC and a CLO

The CLO is a relatively new executive role that’s being created by many companies as they address the challenges of growth, complexity, and globalization. A CLO leads all aspects of legal affairs, including risk management, compliance, and dispute resolution. 

In contrast, GCs are responsible for managing the legal functions of their organizations and ensuring compliance with applicable laws and regulations.

Understanding the unique responsibilities for each role can help you hire the right individual for the job, leading your organization in the right direction concerning your legal affairs. 

Legal Executive Recruitment | Cowen Partners

At Cowen Partners, we stand at the forefront of the executive search industry, empowering companies to thrive and excel in their growth, revenue, and market presence. We specialize in identifying exceptional leaders and placing them in key positions to drive success. Our team of seasoned executive recruiters collaborates with organizations of all sizes, encompassing both public and private enterprises, pre-IPO ventures, and non-profit entities.

Through a meticulous and discerning approach, we unite handpicked candidates, with companies in pursuit of the most exceptional executive talent, representing the top 1%. With the support of our experienced senior partners, we execute a diligent and efficient executive search process, ensuring leadership placements within a remarkable six-week timeframe.

Executive search placements span the entire C-suite: CEOs, CFOs, COOs, CMOs, CIO/ CTOs, CHROs, CLOs, and leadership roles including VPs, Directors, and more.

Discover more of our industry-leading executive search resources to see why Cowen Partners is a top legal executive search firm in St. Louis, Milwaukee, Anchorage, New York City, Chicago, Seattle, Atlanta, Dallas, Los Angeles, and beyond:

• Companies Need Business Minded General Counsels
• When to Hire General Counsel | Legal Counsel
• What is the Average General Counsel & Chief Legal Officer Salary?
• The Importance of a General Counsel in a Private Equity Portfolio Company
• 10 Reasons Why Retained Search Is Most Effective
• Proven Board Diversity Tactics for Modern Businesses
• The Role of the Modern CHRO: Unlocking the Value of Human Capital
• Moving From Theory to Practice When Recruiting for Executive Diversity
• What Makes a Great Chief Operating Officer (COO)

Cowen Partners Executive search provides legal recruitment services to all major and minor industries including (but not limited to):

Accounting, Advertising, Aerospace & Defense, Biotechnology, Banking, Board and CEO Services, Computer Hardware, Construction, Consulting, Consumer Products, Computer Software and Hardware, Education, Energy & Utilities, Entertainment & Sports, Finance & Financial Services, Food Products, Government, Human Resources, Health Care, Hospitality & Tourism, Insurance, Industrial, Internet & New Media, Legal, Journalism & Publishing, Marketing, Manufacturing, Medical Device, Non-Profit, Pharmaceutical, Private Equity, Real Estate, Retail & Apparel, Sales, Technology, Telecommunications and Transportation.