From Legal Experts to Strategic Architects: The Evolution of General Counsels

Consiglieri of mine, I think you should tell your Don what everyone else seems to know! - Don Corleone, The Godfather by Mario Puzo

Allow me to introduce Ian White; an experienced former General Counsel, Board Effectiveness reviewer,, Executive Coach, CEDR Accredited Mediator, NED development director and author. Ian's expertise goes beyond theory; he literally co-wrote the book on it: ‘Your Role as General Counsel: How to Survive and Thrive in your Role as GC’. I had the pleasure of meeting Ian through Page Executive's collaboration with Cranfield Business School in supporting their NED programme. Our discussion delved into the unique qualities that set today’s outstanding board-level GCs apart and the significant value they bring to organizations.

Katherine: "I should write the book on this." It's a common phrase, yet seldom realized. What motivated you to actually write a book on the role of General Counsel?

Ian: When Simon McCall and I thought about writing a guide for General Counsel, part of the reasoning was how useful it would have been to have the knowledge, wisdom and skills to embark on the role when we started our careers in-house.  While it would not necessarily fit into Don Corleone’s description, having a guide about the things we should know – or least get to know – to undertake the role successfully would have been invaluable. Alas nothing was available then; hopefully today this book fills a gap in the market. It might also be of use to businesspeople generally: CEOs, CFOs, HR Directors and others who come into regular contact with the GC and the Legal Team.

I won't delve into summarizing the book here, but I'm eager to explore what you consider the key differentiators for successful General Counsels. Specifically, how do you weigh the importance of relevant sector/technical expertise against understanding the broader business landscape?

If you are to be any use you must understand my business.  It sounds obvious but not all in-house lawyers do this.  And that does not mean, if the company you work for manufactures widgets, that you understand the process of widget making.  Rather, you need to understand the culture, know the people – those to trust, those to avoid, the risk appetite, the internal workings, and the external market – if you are going to be a valued adviser. One of the best ways to do this is to spend time in the business to see how it works.  So, for example, if you work for a major retailer, spend time working in the stores, or in the distribution centre – even on the road in one of the delivery lorries. In Head Office that could mean working in HR or operations or Finance.  You’ll learn much more about the concerns and challenges that the businesspeople face and that will make you a much more effective adviser. And a more empathetic one too.  It also shifts the focus on you being a businessperson first who happens to be a lawyer (though not forgetting your professional responsibilities must always be paramount).

Empathy is a hallmark of modern leadership. How can General Counsels foster this quality while maintaining the integrity of the legal framework within which they operate?

Ian: Just listen. To be frank, everyone could do with listening more and speaking less. Indeed, as the esteemed business guru Peter Drucker once said the effective manager listens first and speaks last. That can be applied to lawyers as much as anyone, but many don’t. Try and really listen to what your internal clients want and need.  It may not be what he or she says. That’s the challenge! If you are not good at “active listening” then get yourself on a course to develop this skill. Many coaching courses cover this so perhaps attend one of these and you will reap double the benefit.

How do GCs effectively counter the perception of being the enforcers within the organization, and instead, establish themselves as valued strategists?

Ian: You are being hired to solve problems and provide solutions so remember that mantra. And don’t be like one GC I worked with who was usually the cause of the problem in the first place! While you must always comply with your regulatory responsibilities (to the letter) the easy message some lawyers convey is to say “no”.  There will be occasions when that is the only and right answer. But often an issue you are asked to advise on will have many complex aspects and angles with different possible solutions. A couple of other aspects to remember in being solutions-driven: First, remember that issues facing the business people will be important to them perhaps critical even if they are not important to you so deal with them accordingly. And secondly, do what you say you will when you say will, or let the business know well in advance if you cannot and have a good reason. Promise a delivery date and beat it by 72 hours. If you do this you will be better than many of the GCs I have worked with.

What distinguishes the mindset of a successful General Counsel from that of a technical legal expert?

Ian: As the General Counsel you can be asked to give a legal opinion on just about everything.    Of course, you won’t know the answer to everything but you must be able to provide an initial view even if you have to seek external counsel at some point. Often this means being an all-rounder and an expert which can be a tricky line to navigate. If you are working with the Board – which you usually will be – then the matter will often be urgent and you will need to drop anything else you are dealing with. That will mean managing the expectations of others you are working for so effective stakeholder management and communication are two skills you will need to have or develop! Prioritisation will be key.

General Counsels are accustomed to handling “whatever come across your desk law” but how are we witnessing this evolve even further?

Ian: The role of the GC has evolved significantly over the last 10 years. It is generally now much more governance focused especially where there is interaction with the Board. It may also include taking on the company secretarial brief but if you do, don’t underestimate the challenge here - it is a very different role with a specific skill set. The GC role can also lead onto other roles such as Chief Risk Officer, Head of Compliance, Joint CPO, COO or even CEO! This shift has resulted in the popularity of the term CLO denoting a much broader strategic position.

Alongside the expanding responsibilities of General Counsels/Chief Legal Officers (GCs/CLOs), are you observing a rise in the number of GCs pursuing Non-Executive Director (NED) roles?

Ian: Certainly, opting for a Non-Executive career, either through a singular role or as part of a portfolio, remains a viable choice. While it may be less conventional compared to the traditional finance route, given the pivotal role of governance, I anticipate an upward trend in the presence of lawyers serving on boards in the foreseeable future.

Conclusion

The expectation for a General Counsel to possess equal measures of business acumen and legal prowess is not novel. In a recent survey conducted by Page Executive asking General Counsels what skills/attributes they considered the single most critical, 56% of respondents believed it was commercial and strategic outlook ranking above stakeholder management and leadership, [IW1] . Yet, navigating the intricate balance between business priorities, empathetic leadership, problem-solving and navigating unpredictability alongside upholding legal and governance frameworks, presents formidable challenges in practice.

Nevertheless, those who masterfully embody these diverse qualities will be able to surpass conventional role constraints, thereby making substantial contributions to the prosperity and endurance of the organisations they serve, whether in executive or non-executive capacities. To explore these themes further you should read Ian White’s special report ‘Your Role as General Counsel: How to Survive and Thrive in your Role as GC’ which he has co-authored with Simon McCall. It’s a must-read for a current or aspiring GC, in-house legal teams, HR directors, CEOs and private practice lawyers who wish to know what to expect from the in-house teams. Ian’s website is www.ianrobertwhite.co.uk 

With 20 years’ experience navigating the legal market across all sectors, I have a track record of successfully partnering with organisations in helping them make their legal appointments. If you are considering or actively looking to hire a General Counsel, Legal Director, Sole Legal or even First legal Hire, please reach out to me.