Sit with this quote momentarily: "Success is where preparation and opportunity meet." ~ Bobby Unser

The connection?

Your company is finally thriving, and you've built a solid foundation that you can rely on. You've been through the ups and downs, and your business has grown exponentially. But here's the thing: what used to work for managing your compliance needs with a small legal team isn't cutting it anymore.

You know it’s time. Time to move beyond outsourcing your needs to legal firms to assembling a strong leadership team to govern any legal matters of your company. 

How do you achieve that? 

By bringing in seasoned professionals who:

• Lay the bricks for sustenance in the market.
• Deal with the rising complexity with solid governance.
• Put together a structured and strategic process to tackle legal matters.
• Handle your day-to-day legal requirements while keeping in mind your business goals.

Welcome to your guide to deciding whether you need a General Counsel (GC), Chief Compliance Officer (CCO), or Chief Legal Officer (CLO). 

This blog will walk you through each role, break down key factors of differentiation, and help you make a well-informed decision by the end. Read on!

What is a General Counsel?

Imagine a cricket coach. He makes sure that his team plays by the rules, helps them make strategic decisions during the game, and guides his players to avoid penalties. Similarly, a General Counsel plays a crucial role in your company by ensuring legal compliance, advising on strategy, and protecting the business from legal risks.

A General Counsel is also said to be a generalist of sorts. This includes overseeing litigation, ensuring compliance with laws, handling contracts, and providing legal advice to the company’s leadership. Think of this person as the company's top legal advisor, responsible for protecting the organisation from legal risks and ensuring that the company’s operations fall within the bounds of the law.

“The role of the General Counsel (GC) has undergone a significant transformation over the past 40 years. Once seen primarily as risk managers, GC's and Chief Legal Officers (CLOs) are increasingly recognized as strategic leaders and competitive advantages within their organizations.“
~ Jerry Levine
Chief Evangelist & General Counsel @ ContractPodAi 

General Counsel Role 

Central to the company’s legal framework, the role can be largely brought down to being called the head of the legal department and the company's primary legal advisor. Between shaping and implementing legal strategies that support business objectives, a GC is typically responsible for:

• Offering strategic legal advice to senior management and the board.
• Managing the company’s overall legal exposure and ensuring no compliance violations occur.
• Involved in ensuring that the company’s strategies do not expose it to unnecessary legal risks.
• Overseeing the company’s litigation efforts and handling all major legal disputes, effective resolution and representation
• Collaborating with various departments to integrate legal considerations into business practices and mitigate potential risks.
• Develops and implements internal policies to ensure that the company’s practices are legally sound and aligned with regulatory requirements.
• Maintaining a focus on protecting the company from legal risks and ensuring adherence to regulatory requirements.

Also read: Deconstructing exceptional GCs, rolling with the punches, & paying it forward with Ani Bhat

The blog features an in-depth conversation with Ani Bhat on the evolving role of General Counsels in the corporate world, where he shares his journey from GC to COO and offers valuable advice for in-house legal professionals.

General Counsel Job Description

• Legal Oversight: Manages and supervises all legal matters within the organisation, including overseeing litigation, drafting and negotiating contracts, and managing intellectual property.
• Advisory Role: Provides expert legal advice to the executive team and board members, reviewing and approving business strategies and decisions for legal compliance.
• Risk Management: Identifies and evaluates potential legal risks associated with the company’s operations and transactions, developing strategies to minimise and manage these risks.
• Compliance Monitoring: Regularly monitors and reviews company practices and procedures to ensure ongoing compliance with laws and regulations.
• Litigation Strategy: Develops and executes strategies for handling significant legal disputes and litigation, coordinating with external legal counsel as needed.

Top Qualities to Look For

• Their ability to think strategically, integrate legal considerations with broader business strategies, and offer valuable insights that support the company’s objectives.
• Strong leadership skills to maintain the team’s high morale, offer guidance, influence senior management, and ensure effective legal oversight
• Excellent analytical abilities to assess complex legal issues, identify potential risks, and develop effective strategies to address them
• Articulate enough to clearly communicate their advice, negotiate effectively, minimise misunderstandings, and collaborate with various departments.
• High level of attention to detail to ensure accuracy in legal documentation, compliance, and risk management.

Having said that, the influence of a General Counsel is typically confined to the legal department. They may be involved in high-level meetings, but their primary focus remains on legal issues.

This gives birth to another role of Chief Legal Officer, often confused and interchangeably used by people. Let’s break it down next!

Also read: Navigating First 90 Days as General Counsel

What is a Chief Legal Officer?

Although a General Counsel usually advises on the legal implications of business decisions, their role tends to stay limited to the legal aspects and does not comprise a broader business strategy. This is where a CLO steps in. 

Purpose:

The CLO is positioned at the executive table and plays a comparatively more integrated role in shaping the company’s overall strategy. Unlike a GC, which primarily ensures legal compliance and addresses legal issues, the CLO integrates legal, ethical, and governance standards with the company’s long-term objectives. The CLO's responsibilities extend beyond legal matters to encompass broader risk management, regulatory affairs, and corporate governance, ensuring alignment with the company’s strategic goals.

Let’s discuss this in detail.

Chief Legal Officer Role

In addition to the duties handled by a General Counsel, here are some additional strategic and leadership duties you can expect a CLO to perform:

The CLO often handles responsibilities similar to those of a General Counsel but with additional strategic and leadership roles:

• Play a critical role in shaping business strategy by integrating legal, ethical, and governance considerations.
• Oversee and manage the company's governance framework, ensuring alignment with applicable laws.
• Manage additional functions such as risk management, compliance, and potentially HR or sustainability.
• Work closely with your CEO, CFO, and other C-suite executives to ensure that the company’s strategy aligns with legal and ethical standards.
• Engage with the board of directors, investors, and other key stakeholders to ensure that legal and ethical considerations are embedded in your company’s strategic decisions.

“An encouraging shift in chief legal officer (CLO) priorities seems to suggest an evolution in the CLO’s focus from reactive to proactive, from manager to executive leader. To be successful, a CLO may seek to master and strike the right balance between “four faces”: catalyst, strategist, guardian, and operator.”
~ The four faces of the chief legal officer, second edition
A Deloitte Article

Chief Legal Officer Job Description

• Strategic Integration: Integrates legal, ethical, and governance considerations into the company’s overall strategy, influencing various business decisions.
• Governance Management: Manages and enhances the company’s governance framework to ensure compliance with legal standards and foster an ethical organisational culture.
• Risk and Compliance Oversight: Oversees risk management and compliance functions, ensuring alignment with the company’s strategic objectives.
• Executive Collaboration: Collaborates with senior leaders to shape and implement business strategies, maintaining legal and ethical integrity.
• Stakeholder Interaction: Regularly interacts with the board, investors, and other stakeholders to align practices with strategic and regulatory requirements.

Also read: Chief Legal Officer Salary Report

Top Qualities to Look For

• Ability to see the big picture with their strategic thinking and integrate legal, ethical, and governance considerations into overall business strategies.
• Strong leadership to influence and guide multiple departments and collaborate effectively with the executive team.
• Capability of cross-functional management of risk, compliance, and potentially other departments, aligning them with strategic goals.
• Proficiency in communicating with board members, investors, and other stakeholders, ensuring clarity and alignment.
• Commitment to maintaining high ethical standards and ensuring that business practices align with legal requirements and company values.

CLO vs GC: Differences

• GC manages internal legal and operational issues, while CLO handles broader strategy and governance.
• CLO has a senior, strategic focus; GC handles daily legal affairs and internal operations.

Now, it’s time to shift gears!

We know what a GC and CLO are, and how they differ, so now it’s time to look at the position of a Chief Compliance Officer (CCO) and see how their role stacks up against both the CLO and GC. 

What is a Chief Compliance Officer?

A Chief Compliance Officer (CCO) is the go-to person for ensuring that your company follows all relevant laws and regulations. They play a crucial role in maintaining a company's business environment, ethical standards and ensuring compliance with both internal policies and external regulations.

In the company hierarchy, a Chief Compliance Officer typically reports directly to the Chief Executive Officer (CEO) or the board of directors. Beyond being involved in creating and overseeing compliance programmes, they also liaise with regulatory bodies and foster a culture of integrity throughout the organisation.

“Chief compliance officers are the architects of the enterprise compliance strategy, structure and processes. They must understand complex regulations and laws and simplify them down to required behaviors in a policy document. They must create education, monitoring and detection programs. Evangelizing a culture of accountability and compliance is central to the role. Whistleblowers must feel safe to come forward to report any unethical behavior or other misconduct. SCCE believes these functions are very different than giving legal advice.”
~ Carolyn Casey 
Law Business Media 

At the end of this section, we’ll compare the CCO role with the GC and CLO roles to help you understand how they differ and where each fits within the broader corporate structure.

Chief Compliance Officer Role

Here’s what you can typically expect from a Chief Compliance Officer:

• Development, implementation, and monitoring of compliance programs to make sure that the company adheres to internal policies and external regulations.
• Serves as the main contact for regulatory bodies, ensuring that the company’s operations meet all legal requirements.
• Promote a culture of ethics and integrity, ensuring all employees understand and follow compliance protocols.
• Align the company’s strategies with legal and ethical standards, especially in highly regulated industries.
• Hold significant power within the realm of compliance, and enforce measures across the organisation to ensure adherence to regulations.

Chief Compliance Officer Job Description

• Regulatory Compliance Oversight: Ensures the company’s operations comply with all relevant laws, regulations, and internal policies by establishing and enforcing compliance standards.
• Ethics Program Leadership: Leads initiatives to foster a culture of ethics and integrity throughout the organisation, ensuring that compliance is embedded in daily practices.
• Regulatory Relationships: Maintains direct communication with regulatory agencies, staying ahead of changes in regulations and ensuring the company remains compliant.
• Compliance Risk Management: Identifies and mitigates risks related to non-compliance, working proactively to prevent regulatory issues before they arise.
• Employee Compliance Training: Designs and implements training programs to educate employees on compliance protocols and ethical conduct, reinforcing the importance of adherence.
• Internal Compliance Audits: Conducts regular audits to assess compliance with internal policies and external regulations, reporting findings to the CEO and board of directors.

Top Qualities to Look For

• Attention to detail to ensure all aspects of operations comply with regulations and internal policies.
• Having strong communication skills for interacting with regulatory bodies and effectively conveying compliance requirements to employees.
• A sound and ethical judgement for maintaining and promoting a culture of integrity within the organisation.
• Must have thorough regulatory knowledge and understanding of relevant laws and regulations to manage compliance effectively.

“One key thing your business partners are looking for is a lawyer who can think strategically.  This means that you can see more than just the immediate legal issue.  It means you can “peer around corners” and see what’s coming down the pike and how it may impact your business, not only legally but from an operational standpoint as well.”
~ Ten Things Blog 
Sterling Miller

General Counsel vs. Chief Compliance Officer

The GC handles broad legal issues and risks, while the CCO focuses specifically on compliance with regulations and internal policies.

Also Read: The Key to Success as an In-House Legal Counsel & Leader

To explore more about the evolving roles in legal departments and the distinctions between similar positions, check out the above link. Doug Luftman shares his insights on how these roles are adapting to modern challenges and what it means for career development in the legal field.

Chief Legal Officer vs. Chief Compliance Officer

The Chief Legal Officer (CLO) oversees a broader strategic role, including legal and governance functions, while the CCO’s focus is solely on managing compliance and enforcing regulatory adherence.

Who should you hire? GC vs. CCO

Now that we’ve explored the distinct roles each position plays within an organisation, it's clear that while their responsibilities differ, there can often be perceived overlaps. To navigate this complexity, it's essential to be strategic about your goals. The most crucial step in this process is to identify your primary objectives. Approaching C-level legal leadership hiring with a strategic mindset is key.

In the table below, I’ve distilled the decision-making process: if your goal is X, then you should hire Y. This will help clarify which role best aligns with your needs.

If You Need: A legal expert to manage day-to-day legal risks and operational compliance.

Hire a: General Counsel (GC)

If You Need: A strategic leader who integrates legal, business, and ethical considerations at the executive level.

Hire a: Chief Legal Officer (CLO)

If You Need: An expert dedicated to ensuring adherence to regulations and fostering a culture of compliance.

Hire a: Chief Compliance Officer (CCO)

Remember, your company size, industry, and other priorities also play a crucial role in this decision.

Also read: How to Prioritize Legal Resources

Wrapping it up

Picture your company as a ship: the General Counsel (GC) is the captain, handling daily legal issues. The Chief Legal Officer (CLO) is the navigator, setting long-term strategies. The Chief Compliance Officer (CCO) is on the lookout for compliance risks.

As the world of business changes, these roles will evolve too. However, understanding your company’s needs, keeping in mind its short and long-term goals, and company size will help you make informed decisions about hiring the right C-level legal leadership to guide your company safely through both present and future challenges.

FAQs

1. What is the difference between a General Counsel and a legal head?

The General Counsel focuses on developing legal strategies and managing risks for the company, while the Legal Head is responsible for overseeing the legal department and ensuring that the company complies with the laws.

2. What is the difference between a legal counsel and an advocate?

The difference in their standing. A Legal Counsel provides in-house legal advice to a company, whereas an Advocate represents clients in court.

3. What is the difference between a counselor and an advocate?

A Counselor offers advice on legal matters, while an Advocate actively represents clients in legal proceedings.