What Does a General Counsel Do?

A general counsel (GC), or corporate counsel, is a company’s chief in-house attorney. It is an executive role demanding high-level business and legal insight. The GC is primarily responsible for providing legal advice to the board and shareholders, guiding the company through complex legal landscapes and managing regulatory risks.

Key responsibilities

Legal advice

The GC’s advice and opinions are critical for guiding business decisions. They report to the CEO and inform board decisions, providing tailored legal guidance to assist the company in achieving certain goals.

Compliance and risk management

The GC establishes risk assessment frameworks and assists managing directors in handling regulatory, strategic, financial and geopolitical risks. They must ensure a high standard of legal compliance across all departments.

Corporate governance

The GC advises the board on governance best practices and developing and enforcing corporate policies. They support meetings with accurate documentation, provide training on governance and ethics and maintain transparent communication with shareholders. These duties help ensure an effective corporate governance structure.

Litigation management

They develop and oversee the company’s litigation strategy, estimating the potential impact of legal disputes and determining the best course of action. They also collaborate with external legal counsel to ensure alignment of legal representation and company objectives.

Intellectual property (IP) protection

This involves overseeing the registering and maintenance of IP rights, guiding the development and execution of IP strategies and taking necessary action to ensure protection against infringement.

Employment law

A GC collaborates with HR to devise and supervise the company’s employment policy, ensuring it complies with applicable laws and regulations, such as those related to anti-discrimination and occupational health and safety.

Mergers and acquisitions (M&A)

The GC plays a critical role in making M&A processes more efficient. Their responsibilities include advising on the legal structure of M&A transactions and identifying and assessing liabilities and compliance issues of the target company.

Skills and qualifications a general counsel needs

• Strong negotiation skills to resolve legal conflicts and reach mutually acceptable agreements
• Communication and reporting skills to liaise with stakeholders and present detailed risk analyses and suggestions to the senior leadership.
• Legal and business expertise; knowing the ins and outs of business activities, legal procedures and industry regulations.
• Exceptional investigative skills for researching complex arguments and summarising vast amounts of literature
• Critical and analytical skills to identify risks, understand technical documents and devise legal strategies
• Strong attention to detail to review and discern complex legal documents and lengthy records
• Effective documentation skills for comprehensive note-taking and archiving of legal records
• Robust organisational skills to coordinate daily commitments — meeting attendance, visits to law courts, documentation and research.

Challenges a general counsel faces

Rapidly changing legal landscape

The legal environment is constantly changing. With evolving regulatory frameworks, such as the EU NIS2 (Network and Information Security) Directive, GCs must implement more robust cyber risk management practices and response plans. This challenge is echoed by the fact that 31% of UK GCs identify resistance to change as a significant barrier to transforming in-house legal operations.

Budget shortages

With tight budgets and expanding responsibilities of GCs, in-house legal teams face increasing pressure to balance risk management and legal compliance with costs.

Inadequate staffing

The aftermath of budget cuts in much of the corporate world has led to smaller talent pools within legal departments. With inadequate staffing levels, GCs may find it difficult to capably handle all legal and managerial tasks on their desks.

Balancing legal and business priorities

Managing legal constraints while pursuing business goals can prove challenging for GCs. They must focus on minimising legal risks while supporting the business leaders’ drive for progress and profitability.

Ethical dilemmas

Ethical dilemmas are another key challenge for corporate counsels. GCs must navigate decisions that may be legally permissible but raise ethical concerns, and strive to uphold both legal standards and the company’s moral values.