Outlook for the General Counsel Role

by Beverly Harvey

What You Need to Know Right Now to Level Up as a General Counsel

General CounselA General Counsel (GC) serves as a company’s main attorney and primary source of legal advice. Today’s General Counsel role has its roots in what Ben W. Heineman, Jr., calls the “inside counsel revolution” that began in the late 1970s. In his book, The Inside Counsel Revolution: Resolving the Partner-Guardian Tension, Heineman declares that “working with the CEO and other senior executives, the GC must forge an unbreakable bond between performance, integrity and risk on a set of foundational corporate issues: business strategy, culture, compliance, ethics, risk, governance, citizenship and organization.”

Demographically, in 2018, 28 percent of GCs were female and 14 percent minorities, reports Spencer Stuart’s annual study, The State of Today’s Fortune 500 General Counsel. Average GC age was 55. GCs stay on the job an average of six years. Sixty-two percent of Fortune 500 GCs gained their experience in-house, and 25 percent of externally hired GCs came straight from a law firm. Forty-eight percent of GCs have previous experience in the role, up from 39 percent in 2014.

The GC, typically reporting to the CEO, carries a broad scope of responsibility that may include antitrust issues, leasing agreements, patents, trademark and intellectual-property protection, due diligence regarding merger-and-acquisition activity, labor and employment law/compliance, and approving marketing communications. The GC may tackle legal crises, public-policy advocacy, tax issues, insurance and risk management, ethics and business compliance, real estate, human resources, and research and analysis into proposed laws and regulations.

Heineman cites as the fundamental challenge confronting inside lawyers their imperative to partner with the board of directors, the CEO, and business leaders while ultimately serving as guardian of the corporation. Indeed, Abbott Martin, VP of legal-team research at Gartner, cites five roles for the GC: Board Adviser, Corporate Executive, Chief Assurance Executive, Corporate Responsibility Officer, and Leader of the Legal Department.

Blogger Sterling Miller, an experienced GC, cites some of the downsides of the role – long hours, 24/7 phone availability, difficulties in balancing work and family life, a schedule tied to those of the CEO, CFO, and Board of Directors. Rewards, however, include serving on an executive team that makes decisions for the entire company, compensation, prestige, rewarding work, managing your own budget, implementing your vision for how a legal department should operate, and putting together and leading your own team, Miller notes.

Key Competencies for the General Counsel Role

The General Counsel role comes with one of the more specific sets of educational and credentialing requirements among C-Suite roles – a Juris Doctor degree and passage of at least one state’s bar exam. The competency that arguably gets mentioned more than others for GCs is sound judgment for the many decisions this role must make.

In your career-marketing communications, showcase the General Counsel competencies and characteristics on this list you possess:

  • Leadership and vision to oversee the legal function and manage people and processes.
  • Unquestioned integrity.
  • Excellent communication skills.
  • Broad legal subject-matter expertise; proven understanding of national and international labor, trademark, and copyright laws.
  • Alertness to laws that could affect the organization and industry.
  • Business savvy and experienced at transacting diverse types of business and handling issues, as well as possessing working knowledge of corporate finance.
  • Teamwork- and teambuilding-minded with an ability to advocate for protecting the company.

Level-Up Tips

Here are a few suggestions for those seeking to break into the General Counsel role, expand their horizons in an existing General Counsel role, or even rise beyond the General Counsel role:

  • Be more than “just a lawyer.” Develop financial and business acumen. Writing for Korn Ferry, John Amer advises developing a business perspective by seeking out opportunities to learn more about the enterprise and the industry. Amer suggests “intentionally seeking out development assignments to build their business and financial knowledge and skills.” In a 2015 report entitled “More than Just a Lawyer…,” Korn Ferry mentions “serving on the internal legal team working on mergers and acquisitions” to establish the bridge between law and business.
  • Be proactive and visible about your own career development. “In-house lawyers must be intentional about their own career development,” the 2015 Korn Ferry report cautions. Sterling Miller concurs: “If you are interested in being general counsel you need to let the right folks know as it is highly unlikely that someone just ‘recognizes’ that you would be awesome in the role.” Make sure others, especially your boss, know of your ambitions; reach out to recruiters and search firms. Join cross-functional teams and seek out complex projects.
  • Figure out how to “get ’er done.” General Counsels tend to focus on what can’t legally be done. Miller suggests ambitious would-be general counsels could gain significant mileage if they more often said, “we can figure out a way to get that done” (legally, of course).
  • Don’t rule out a quest for CEO. In 2017, Harvard Business Review studied the 9 percent of 3,500 CEOs who had law degrees (not necessarily experience as GCs). One of the study’s authors, M. Todd Henderson, noted the “economically meaningful” result that “firms run by CEOs with legal expertise were associated with much less corporate litigation.” While clearly lawyers and GCs currently comprise only small proportion of CEOs, legal skills are increasingly recognized as valuable in the top C-Suite role.
  • Consult additional resources. The Internet provides far more level-up advice for GCs than can be covered here. Especially recommended:

General Counsel Trends to Watch

  • Today’s climate is filled with 11th-hour political and regulatory developments. In a 2019 article, E. Leigh Dance cites an atmosphere that extends “beyond sanctions and trade wars to restricting or enabling access to markets and affecting cross-border movement of people and data.”
  • The innovative General Counsel emerges. Dance also points to legal leaders who are “taking a fresh approach to advocacy at a time when company ethics and their positions on today’s issues affect performance and reputation.” Dance notes that this advocacy on vital stakeholder issues goes far beyond the legal scope.
  • Women are making inroads in the General Counsel ranks. SpencerStuart reported in 2018 that “the number of female Fortune 500 GCs appears to be increasing dramatically, as nearly half (46 percent) of the new class of GCs are women.” The company cites the increase as aligning with the roughly 50-50 gender breakdown seen in law schools for the past several years.
  • Ethnic diversity is also increasing, though too slowly in the opinions of some. While the SpencerStuart report noted that ethnically diverse Fortune 500 GCs (i.e., a general counsel listed as non-white) has increased over the last four years from 11 percent of the total in 2014 to 14 percent in 2018, more than 170 general counsel and corporate legal executives signed an open letter to big law firms in February 2019 expressing their disappointment that “many law firms continue to promote partner classes that in no way reflect the demographic composition of entering associate classes.”

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