5 Important Facts on the Role of a General Counsel

If you own a business or you are part of managing one, you know that no two days are the same. Constant change is necessary to keep up with change in economy, your industry, technology and your target market. It makes sense to review various sections of your company from time to time to ensure you are operating optimally despite exterior changes.

The question is when last did you review the role of General Counsel—GC for short—and how can it impact your business outcomes?

Read through these five important facts and see if any changes are necessary in your company.

General Counsel Defined

To clarify, general counsel usually refers to those individuals who help companies act according to the law. A company’s board may have extensive knowledge about the business itself, but someone needs to ensure all the company’s activities are aligned with legal requirements of the country, the industry, or any other guidelines that apply.

Although a general counsel performs many roles—as discussed in more detail below—it makes sense that the role is filled by a lawyer. Many of the responsibilities relate to legal matters and the individual must have the necessary skills, knowledge, and experience that will help guide board members to make correct decisions.

Having a General Counsel is More Important than Ever

Rewind a few decades and you would have seen many companies using legal counsel from outside. But times change. For businesses to not only survive but thrive in the current market, having legal counsel inside the organization makes much more sense:

• Companies need advice based on in-depth knowledge of a business’ activities
• Scandals can have global impact because of modern communication and technology; company leaders want fast feedback instead of waiting for external counsel to find time to review a matter

A Vital Role-player in a Broad Range of Roles

Anyone taking on the role of General Counsel will cover a vast range of responsibilities and tasks. Of course, there will be providing of legal advice, reviewing of contracts. and managing the company’s lawyers; or liaising with legal counsel in matters outsourced to private practices. But—depending on the company’s needs—GC roles can also include the following responsibilities:

• Monitoring company ethics
• Covering corporate secretarial duties
• Educating others about laws that govern the company’s activities
• Mediating between entities within the company
• Crisis management
• Assisting with mergers or acquisitions

In this important role, it is also usually expected that the general counsel attends board meetings. It is vital that he or she stays informed of all discussions and activities the company plans. If he or she notices that anything illegal or unethical may transpire, then it’s time to speak up.

Essential Traits: Objectivity and Flexibility

A general counsel often works closely with CEOs, assisting them in navigating various scenarios. But it would be erroneous and even dangerous if they only communicate with the CEO. What if the general counsel advises against a certain matter but the CEO refuses to adjust the plan of action? At times the general counsel may need to discuss matters with other board members, a chairman, or another role player in the company.

In these scenarios, it is important that all understand that the general counsel will not need the CEO’s approval or consent to engage with these other parties. It’s also vital that it should be noted that this flexibility is clearly stated in the company’s policies and statutes.

Good Relationships Will Benefit All Involved

It’s clear that a lot of work as general counsel will need to be performed. On behalf of the company, it will require trust. Board members and the CEO need to trust the his or her advice. And if he or she issues warnings against one of the members’ actions, the others will be forced to pick between two parties’ points of view.

In these cases, having good rapport between the general counsel and other members will serve the company well. When board members know the general counsel to have a trustworthy character and exceptional work ethic, it will be easier for them to follow his or her guidance.

Conclusion

It’s clear that the general counsel can assist CEOs with performing their tasks more effectively. It often makes them the CEO’s ‘right hand’. But ultimately, the general counsel is employed by the company. He or she must always make decisions based on what is important for the business itself. Keeping the law as the number one priority.

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To further help the general counsel in its role, the board may choose to use a digital solution such as a board management software to ensure compliance to existing rules and regulations.