• Mar 17, 22
• Shawn Cole
• General Counsel
• 0 comment

What Does a General Counsel Do? 

As the chief law officer in corporations, the Chief Counsel or General Counsel fulfills the role of principal attorney and primary legal adviser to the board and shareholders. While they frequently report directly to the CEO, the General Counsel’s job is to secure the company’s interests and protect it from operational legal risk. 

With the increasing fluidity of organizational roles in an unpredictable business environment, the General Counsel has matured from a strictly legal-focused position to a complex function that combines business and strategy. Lately, the responsibilities of General Counsel have expanded to become more integrated with company leadership and corporate concerns. 

The modern General Counsel is no longer simply the head of Legal – She’s also a business-critical manager and member of the senior management team. 

Who Is General Counsel? 

General Counsel — also known as “GC” or Chief Counsel — heads the legal department in a company. In a small organization, the general counsel role may have broad functionalities, with the GC expected to lead the legal team and provide advice to other departments. 

In larger organizations, there may be several tiers within the department, incorporating other positions such as:

• In-house counsel
• Deputy general counsel
• Vice President Legal

In these organizations, the GC occupies more of a supervisory and leadership role, with the responsibility to oversee the department and report directly to the CEO and board. 

GCs are usually qualified lawyers and will have passed the state bar exam. Their qualifications might also include the Multistate Bar Examination (MBE) in addition to other state-specific certifications. Because they’re tasked with providing business-relevant legal advice, GCs will also typically have specialty certifications related to the company’s business field. These might include professional credentials in the legal frameworks governing:

• Oil and gas
• Consumer goods
• Biotech
• Mining
• Technology 

These days, it’s not unusual to see a General Counsel with business qualifications and experience as well. They might take an MBA to sharpen their business instincts aside from or in addition to a stint within one or more core business functions.

A Day in the Life of General Counsel: What GC Does

GCs start their day early, usually with a daily update on the latest developments within legal areas of concern to the company. 

For instance, they may:

• Stay on top of progress on planned regulations within the company’s industry
• Review signals from regulatory authorities
• Examine evolving definitions of risk as it concerns the industry
• Have several meetings with international offices, receiving and providing status updates on various actions to ensure the organization presents a unified front against legal risk

According to the State Bar Association of San Francisco, a GC role includes roughly:

• 70% transactional work, including contract review work and negotiations with external parties
• 28% compliance work
• 21% board relations

They stay busy attending to or overseeing legal requests from other departments such as finance, marketing, sales, or HR and dispensing advice as required. As a C-suite member, much of a GC’s day will include engaging with the CEO and executive team to provide a legal perspective to proposed corporate actions. 

In their day-to-day job, the GC’s role might touch all or multiple areas of the company. Accomplished GCs can see their position elevated to chief problem solver. This might include:

• Putting out fires in HR
• Deflecting brewing problems in sales
• Helping ensure marketing communications are legally compliant
• Resolving tax snaffles
• Handling legal crises
• Overseeing public policy advocacy
• Taking the lead on compliance issues

While typically the voice of logic and law in the C-suite, general counsel is not merely an advisory role. It’s also that of a collaborator. She doesn’t simply produce positions of law and procedure devoid of business or organizational context. Instead, the GC wears the hats of lawyer and businessman simultaneously, dispensing legal advice that minimizes legal risk and promotes good organizational outcomes. 

In fact, where business realities demand, the GC might concede that while a legal right exists, the company might benefit most from a soft approach instead of a hardline legalistic stance. This business-focused outlook is what distinguishes a GC from outside counsel. 

While they naturally take point on legal matters concerning the organization, the GC should also be comfortable with stepping back and letting others share the spotlight. For example, during business litigation, capital financing rounds, or complex M&A plays, part of the GC’s duties may include instructing outside counsel for specialty work. They should be able to give other players the floor while watching the company’s interests from the sidelines. 

The Personality of General Counsel 

General Counsel positions are highly sought after, and successful candidates in these roles are often those with the right mix of legal expertise and business savvy. A GC is a generalist by nature, as the “general” in the role implies, meaning they will have broad legal competence across several fields of law. 

This might include a firm grounding in:

• Intellectual property
• Labor law
• Tax law
• Business litigation
• Mergers and acquisitions
• Corporate law
• Finance

In certain industries where specialist knowledge is required to provide relevant legal advice (such as oil and gas or mining), candidates with background expertise or experience may have an advantage. Still, the potential knowledge deficit may be offset by a specialty qualification in the legal frameworks governing the company’s industry. 

Successful candidates will also exhibit excellent communication skills because the GC’s job involves a fair amount of communication, both up-the-ladder and horizontally, to heads of other functions. They will be visionary leaders, objective thinkers, fast learners, and honest operators. 

Honesty and tact are particularly critical in the role because the GC will frequently be in positions where they have to share unwanted or unfavorable advice. Communicating honestly and tactfully will enable constructive dialogue and help focus energies on solutions rather than problems or blame-slinging.

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

• Chief Legal Officer vs General Counsel
• Companies Need Business Minded General Counsels
• When to Hire General Counsel | Legal Counsel
• What is the Average General Counsel & Chief Legal Officer Salary?
• 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)

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