The title "General Counsel" is often bandied about, yet, how it is perceived and the responsibilities attributed to it can vary wildly from one organization to another. In some companies, the General Counsel is a senior legal executive who operates at the highest level. In others, the title points to an all-rounder who wears many hats and is immersed in day-to-day legal activities.

This inconsistency often breeds confusion for job seekers, challenges salary negotiations, and makes benchmarking a complex task.

In this guide, we'll explain what the General Counsel role entails, breaking down its responsibilities and the organizational structures that shape it.

Why do legal titles matter?

A legal title is more than just a fancy label for your LinkedIn profile. It plays several crucial roles, not only in your career progression but also in the credibility and growth of the organization you work for.

Let’s explain more below.

#1 Legal titles clarify roles and responsibilities

Legal titles such as General Counsel, Associate General Counsel, and Chief Compliance Officer help delineate the specific functions and duties associated with each role. This clarity ensures that there is no overlap or confusion about who is responsible for what, leading to more productive management of legal tasks.

#2 Titles establish hierarchy and reporting structure

Titles establish a clear chain of command within the legal department. Knowing who reports to whom and the seniority of each role helps maintain order and streamline decision-making processes. 

#3 Facilitates communication

When titles are well-defined, it’s easier for other departments, clients, and stakeholders to know whom to approach for specific legal issues. This streamlined communication can lead to quicker resolutions and more efficient handling of legal matters.

Also read: How to enable collaboration between legal and business

#4 They reflect expertise and specialization

A legal title is often a shorthand way of describing a lawyer's area of specialization. For instance, a "Corporate Counsel" typically focuses on business law, while a "Tax Attorney" specializes in tax-related matters.

#5 Titles are crucial for organizational growth

As companies grow, having well-defined legal titles helps them scale their legal departments efficiently. Clear titles make it easier to identify gaps in the team, plan for future hires, and structure the department in a way that supports the company's evolving needs.

What is the definition of general counsel?

A General Counsel (GC) is the chief lawyer of a legal department, functioning as the principal legal advisor and a key member of the executive leadership team.

They’re responsible for overseeing all legal matters affecting the organization, including but not limited to:

• Providing legal advice to senior management and the board of directors
• Managing internal and external legal teams
• Ensuring compliance with laws and regulations
• Handling litigation procedures
• Reviewing and negotiating contracts.

In many organizations, the GC reports directly to the CEO and is a member of the company's senior leadership team.

According to a study by LawGeex and the Association of Corporate Counsel (ACC), 9 out of 10 companies with 501 to over 1000 employees have a GC. However, about 10% of the total GCs in the US work for small companies comprising 1 to 10 employees.

Roles and responsibilities of the General Counsel

According to Axiom Law, 392 surveys were conducted in 2022 on what GCs typically do for their organizations. That’s at least one survey everyday!

While this highlights the intense interest in understanding the GC role, it also underscores a key truth: the specific duties of a GC vary from company to company.

Despite this variability, there are several core responsibilities associated with the “GC” title, some of which we’ve explained below: 

Also read: Navigating Your First 90 Days as General Counsel

#1 Providing legal advice to senior management and the board of directors

The General Counsel serves as the primary source of legal expertise for top-level decision-makers.

They offer insights and guidance on a broad spectrum of legal issues that may occur in the course of business operations. This includes analyzing potential legal risks, providing interpretations of complex laws and regulations, and helping the company navigate legal challenges.

#2 Managing internal and external legal teams

The GC oversees the entire legal department, including in-house lawyers and external legal counsel. They manage budgets, allocate resources, and ensure that the team is effectively addressing the company's legal needs. 

#3 Ensuring compliance with laws and regulations

“Creating a strong compliance department is a tough job.  But the alternative – no or a weak compliance function – is very risky.”
~ Sterling Miller, Senior Counsel, Hilgers Graben PLLC
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One of the GC's most critical responsibilities is to ensure that the company operates within the bounds of all applicable laws and regulations. This involves directing the development and implementation of compliance programs, monitoring potential violations, and initiating corrective measures as needed.

#4 Shaping the company's legal strategy and policies

“I am often surprised by in-house lawyers who take very little interest in really learning their company’s business.  Nevertheless, it is impossible to think strategically without a thorough understanding of a) how your company makes money; b) its products and services; c) its important customers and vendors; d) its competitors; and e) its business plans and strategy.”
~ Sterling Miller, Senior Counsel, Hilgers Graben PLLC

The GC helps to develop and implement the company's legal strategy and policies. This encompasses drafting, reviewing, and updating internal policies to ensure they conform to prevailing laws and best practices.

They collaborate with senior management to align the legal strategy with the company's overall business objectives, ensuring that legal considerations are proactively integrated into its strategic planning.

#5 Handling litigation procedures

When legal disputes arise, the GC takes charge of litigation management. This involves working with the right experts to develop strategies, managing litigation budgets, and ensuring the company's interests are protected.

The GC may also be involved in settlement negotiations and other alternative dispute resolution processes.

Also read: Best Practices & Strategies for In-House Counsel to Stay Informed on Civil Litigation

#6 Reviewing and negotiating contracts

The GC reviews and negotiates contracts on behalf of the company. They ensure that contracts are legally sound, protect the company's interests, and minimize legal risks. A GC also works closely with various contract-facing departments to understand their needs and objectives, providing legal guidance to ensure that contracts effectively manage risks and support business goals.

Also read: The Perfect Contract Review Checklist

#7 Identifying and addressing legal risks

The GC is responsible for identifying and addressing legal risks to the company. They conduct legal risk assessments, develop risk mitigation strategies, and advise senior management on legal risks associated with business decisions.

Also read: Legal Risk Management—From the Playbook of 11 GCs & Leaders

Who reports to the General Counsel?

In many organizations, the GC functions as the principal member of the legal department. Thus, the rest of the legal team reports to them. This includes:

• Legal counsel
• Paralegals
• Legal operations managers
• Contract managers
• Senior counsel
• Deputy General Counsel
• Associate General Counsel

In some larger organizations, the Chief Compliance Officer or Head of Compliance may also report to the GC, depending on the company's structure and industry.

Ultimately, the specific reporting structure can vary depending on the complexity and size of the company and its legal department.

What are the different types of General Counsel?

There are several ways you can categorize GCs, depending on the structure and size of the organization they work for. However, at the broader level, two primary distinctions exist: in-house General Counsel and outside General Counsel.

The in-house GC is a direct employee and exclusively represents the organization’s interests. They are typically part of the executive team and advise on all legal matters related to the business.

The outside GC, also known as the fractional general counsel, are lawyers or law firms that provide general counsel services to companies on a contractual basis. They are not employees of the company but act as their external legal advisor.

General Counsel vs Chief Legal Officer (CLO)

The titles "General Counsel" (GC) and "Chief Legal Officer" (CLO) are often used interchangeably, yet subtle distinctions exist. These distinctions primarily manifest in the scope of responsibilities and strategic focus of each within an organization.

Who is a CLO?

CLOs are often present in larger organizations, where they operate at the highest level, above the GC and the rest of the legal team. They are often more involved in high-level strategic planning, risk management, and advising the executive team on legal matters that could impact the company's long-term goals.

This position has emerged in recent years as businesses face increasingly complex legal and regulatory environments, recognizing the strategic value legal expertise brings to overall operations and decision-making.

Who is a GC?

GCs, on the other hand, typically have a stronger emphasis on day-to-day legal operations, such as contract management, litigation, and compliance.

In terms of earnings, CLOs make 55.7% higher annual salaries than GCs, with an average base salary  of $348,976

The CLO’s role typically requires capabilities in areas beyond legal practice, including commerce, corporate accountability, and an understanding of business ecosystems. 

However, the line between GC and CLO isn't always rigid, especially in startups and smaller organizations, where a GC may very well wear many hats, taking on the same strategic responsibilities as a CLO.

Larger organizations with extensive legal needs may have both a GC and a CLO, with the GC reporting to the CLO.

The Deputy General Counsel (DGC)

The Deputy General Counsel (DGC) serves as the GC's second-in-command. In many cases, they take a hands-on approach, managing the organization’s day-to-day legal activities, supervising legal staff, ensuring efficient workflow, and ultimately reporting to the GC.

Large organizations may employ more than one DGC to work with the GC, each with a specific area of expertise and responsibility.

The DGC is often viewed as potential successors to the top legal position, and their experience in managing legal operations and advising on strategic matters can make them valuable assets to any organization.

Unfortunately, a report by Axiom Law reveals that 73% of DGS feels changing employers might be the only way to advance their career.

Associate General Counsel (AGC)

In medium-sized organizations and large enterprises, the AGC usually operates under the supervision of the GC, acting as a key advisor and offering support in various areas, such as contract management, litigation, and policy development.

In some cases, they may be responsible for managing outside counsel and ensuring the company’s interests are sufficiently represented and protected. 

Also, depending on the size and structure of the company, Multiple AGCs may be employed to take ownership of specific functions with respect to their area of legal expertise. 

For instance, the title “AGC — Brands and Marketing” means the AGC is specifically tasked with providing legal advice on marketing initiatives.

In some organizations, the various AGCs may work under a Senior Associate General Counsel, who then reports to the GC. However, this significantly depends on factors like the company's size, industry, and overall legal structure.

According to our survey of over 800 in-house legal professionals, AGCs earn a base salary of $225,950 on average. 

Assistant General Counsel vs Associate General Counsel

In terms of responsibility and reporting structure, there isn’t really any difference between an Associate GC and an Assistant GC—the difference is mostly just in the title.

They both require extensive experience in various areas of legal practice and the ability to manage day-to-day legal workflows. Any organization can choose either title, depending on its structure and operations.

That said, “Associate General Counsel” appears to be viewed as a more authoritative title than its counterpart.

In his book Law Department Benchmarks: Myths, Metrics and Management, Rees Morison states that, based on compensation surveys and extensive analysis of legal titles, the title “Associate General Counsel” appears to bespeak more authority than “Assistant General Counsel.”

Senior Counsel

A Senior Counsel typically has 10+ years of experience, either specializing in one practice area (for instance, "Senior Counsel—Labor & Employment") or performing as a generalist.

They often work autonomously as individual contributors and report directly to the DGC or AGC. In smaller organizations, the reporting line might extend directly to the General Counsel.

It's essential to note that the specific responsibilities and level of autonomy associated with a Senior Counsel position can vary widely based on factors such as industry, company size, and organizational structure. 

While the role often emphasizes individual contribution, there are instances where Senior Counsel may lead small teams or projects.

What’s the key takeaway from all this?

The legal industry, particularly in-house legal, considers titles crucial as they not only reflect responsibilities and hierarchies but also play key parts in salary negotiations and other role-related benefits.

That said, every organization has a unique way of representing hierarchies and reporting structures through titles. It often depends on the organization’s size, structure, and industry.

It is important to note that titles might not always perfectly reflect the actual scope of responsibilities, especially in dynamic organizations.

If you’re considering a role as a GC or any particular in-house legal role, ensure you read the full job description to ascertain whether the described title aligns with your expectations and preferred career path.

“Understanding the nuances of these titles and what they truly signify within an organization can better prepare candidates for their career journeys in the legal field, ensuring they make informed decisions that align with their professional aspirations and values.”
~ Zac Ferren, In-House Legal Recruiter, The Lions Group
In-House Legal Blueprint: Titles & Team Structures

If you want to learn more about the legal sector and legal careers, and are interested in getting more  insights from industry experts, check out The Counsel Corner. Here, we share first-hand experiences from legal industry leaders via in-depth interviews. 

To know about the salary trends of General Counsel check out our salary report for GCs!