Instead, we have focused here on some of the key factors that we consider are relevant to understanding the role of the General Counsel and to in-house lawyers, generally.
It’s not about the lawAs all in-house lawyers learn, the focus of the organisation that you work for is rarely on the law or legal issues, other than where they relate to wider business or organisational matters. As such, the lawyers’ work is usually focused ensuring that the business of the organisation is carried out smoothly and efficiently, avoiding unnecessary friction or delays around transactions and business relationships and following compliance to enable business and protecting the value of the organisation’s property and assets and its wider reputation.
The upshot is that in-house lawyers quickly learn that there is little interest or appetite among their colleagues for in-depth explanations of the relevant law. Rather, the value of the in-house lawyer is in their ability to highlight and manage the legal needs and risks in delivering business plans and solutions.
Putting yourself in the CEO’s shoesWith multiple responsibilities and a very busy agenda, the CEO will not generally be concerned with the day-to-day work of the GC and their team. The CEO is concerned with delivering business plans and objectives, therefore the business-as-usual work of the in-house team will largely be aligned to helping colleagues meet those plans and objectives. Sometimes, the work of the lawyers moves front and centre for CEOs and boards, for example, where the lawyers are supporting a new product/service launch, leading on a key regulatory change, or a significant piece of litigation. In these circumstances, the CEO will want reassurance that the lawyers are working to deliver solutions, often based on an agreed project plan. Above all, the CEO will want to avoid shocks and surprises and be kept regularly updated as to progress.
Reference to the CEO, will often encompass the board and other members of the organisation’s senior management.
Building a relationship with the CEOUsually, the GC is best placed to do this, not least as the CEO may be the GC’s line manager. In any event, they are likely to meet regularly at team, committee and, perhaps, board meetings. This enables the GC to understand both the person and the scope of the issues the CEO is dealing with. The strength of this relationship can go a long way to ensuring that the GC and their team understand the pressures and priorities at play and help the GC understand where they can best exert influence.
One of the GC’s advantages is that they, like the CEO, has the benefit of working for and with everyone across the organisation without necessarily being seen as a threat to anybody – for example, the GC will not usually pose a threat in terms of competing policy or operational priorities and promotions. This can help put the GC in a good position to build a close relationship of trust with the CEO.
Of course, the GC (and other senior lawyers) also needs good relationships with other senior managers and, where possible, the board. Building a network of colleagues and allies is an important part of influencing decisions and persuading others to a particular course of action, not least as much of this influencing and persuading will take place outside the decision-making room.
Wants versus needsSo far, we’ve looked at how the GC and their lawyers look to first understand and then deliver what the CEOs wants. Important though this is, there’s a bigger picture and that is about meeting the needs of the organisation. Whilst the CEO’s wants and the organisation’s needs should be closely aligned, it is a key part of the GC’s role to identify those broader needs and develop a strategy to provide a legal service to meet them. This will involve all the usual steps relating to risk and needs’ analysis, prioritising, planning, budgeting, and resourcing that the modern GC has to get to grips with.
There are two other important factors here. The first is that it is also part of the GC’s role (and by extension their team) to clearly set out the purpose of the legal team and how they deliver on it. This is not just about meeting the demands of the CEO and wider management. This may well involve an element of educating others about the role and value of the legal team as there may be under-appreciation (including at senior levels) about how lawyers can best be used. It is the GC’s job to make this clear. It’s also their job to resist unjustified push back from senior managers, requiring both clarity of purpose and a good helping of resilience.
The second factor relates to governance. Yes, the GC and CEO should have a strong relationship but there should also be some mechanisms in place to protect the GC’s independent role. Yes, the GC is a senior executive but they also have other professional responsibilities including to protect the rule of law, act with independence and act in the client’s best interest. One way of aiding this is for there to be a dotted reporting line to a non-executive board director, probably with senior legal experience.