It’s a deceptively simple question that actually strikes at the core of a GC’s influence, visibility, and strategic impact within a company. 

Reporting to the CEO might seem like the obvious answer, but what about the advantages of reporting to the CFO or COO? Each reporting structure brings unique benefits—and potential drawbacks—that can shape a GC’s role, determine their access to executive discussions, and even influence their career trajectory.

SpotDraft recently hosted a webinar tackling this hot-button topic with an all-star panel of legal experts. Moderated by Akshay Verma, SpotDraft’s COO and a veteran in legal operations, the conversation brought together insights from Eleanor Lacy, General Counsel at Asana; Mark Kahn, General Counsel for the Oakland Ballers; and Meg Kammerud, a partner at Kammerud DiMuzio and fractional GC for several high-growth startups. 

Each panelist shared personal experiences from diverse industries and company sizes, offering a well-rounded look at when a GC might benefit from reporting directly to the CEO—and when reporting to the CFO or COO could actually make more sense.

So, what’s the verdict? Is there a one-size-fits-all reporting structure, or does the answer depend on the GC’s role, company culture, and goals? Let’s find out!

Understanding the GC’s role

If you still think the General Counsel (GC) is just the top lawyer in the room, it’s time for a reality check. The GC’s role today has evolved far beyond legal gatekeeping to become central to executive strategy, risk management, and corporate governance. Once focused primarily on mitigating legal risks, the GC is now often the first point of contact for questions on everything from financial forecasting to ethical decision-making.

The shift is significant: today’s GC needs to wear a business hat as much as a legal one. Kammerud highlighted this well in the webinar, explaining, “A good general counsel is a business executive first and a lawyer second. If the CEO thinks you’re only there to say no, you’re already losing ground.”

This modern, business-focused GC must also master risk management in a way that aligns with the company’s goals. As  Lacy noted, a GC today is responsible for setting the company’s “risk profile” by evaluating both legal and operational risks in tandem with broader business objectives. 

She explained, “It’s not just about preventing problems anymore; it’s about guiding the company through calculated risks that align with its ambitions.” 

A crucial part of this role involves acting as the organizational “connective tissue,” as Kahn described it. “Legal touches so many different parts of the company,” he explained. “Finance doesn’t, HR doesn’t, sales doesn’t—but legal does.” This unique position enables GCs to bring together diverse departments and help align them toward a unified strategic vision.

In this evolved role, you’re also taking on a new degree of accountability. As businesses are more reliant on GCs for input on everything from budget forecasting to product strategy, you need to speak the language of the boardroom as fluently as you do legalese. The best GCs go beyond the “should we?” to answer “how should we?” making sure the company’s actions align with its ambitions. 

As Kammerud pointed out, “You don’t get points for being the smartest legal mind in the room if you’re not helping drive the business forward.” For today’s GC, strategic business impact is the goal—and legal expertise is just one of the tools to get there.

This evolution means that the GC isn’t just “in the room” anymore. They’re there to lead and advise with a view that transcends legal boundaries. If you’re aiming to make a real impact, your role isn’t just to provide legal counsel but to guide the business through a complex landscape of risks and opportunities.

Also read: Navigating the C-Suite as a GC - Gitanjali Pinto Faleiro, General Counsel, Company Secretary & CCO at Greenhill & Co. 

Reporting to the CEO – advantages and challenges

Deciding whether a General Counsel (GC) should report directly to the CEO has significant implications for their influence and effectiveness. While this reporting structure offers direct access to high-level decision-making, it also comes with certain challenges. Here are the key benefits and challenges, as discussed by our panelists:

Benefits of reporting to the CEO

#1 Direct access to strategic decisions

Reporting to the CEO allows GCs to be present for strategic discussions, enhancing their ability to shape core business decisions. “If the GC is reporting to the CEO, it usually means they’re in the room for high-level discussions,” noted Lacy, underscoring the role's strategic proximity.

#2 Stronger voice in the executive room

This structure solidifies the GC as a key voice at the executive table, allowing them to guide company direction more effectively. “You’re not just in the room—you’re an essential part of it,” Lacy said, emphasizing the elevated authority and visibility this role provides.

#3 Elevated perception of importance

Direct reporting signals to the organization that the GC’s insights are highly valued. “It’s about the perception of importance,” shared Kahn, a message particularly critical in industries where compliance and regulatory expertise are essential.

Challenges of reporting to the CEO

#1 Potential misalignment with daily operations

CEOs may prioritize strategy over day-to-day legal operations, creating a potential gap between the GC’s needs and the CEO’s focus. “The CEO sets the vision but doesn’t necessarily prioritize legal operations,” Lacy explained.

#2 Variations in CEO’s legal understanding

Not all CEOs are well-versed in legal issues. “Some CEOs are product-focused,” Kahn observed, which can limit the GC’s influence if the CEO underestimates the role’s strategic contributions.

Also read: Leading Beyond Legal with Genessa Stout, GC & COO, Tally 

Reporting to the CFO – when and why it works

While many GCs aspire to report directly to the CEO, there are strong cases for the benefits of reporting to the Chief Financial Officer (CFO), especially in finance-heavy or budget-conscious industries.

Benefits of reporting to the CFO

#1 Enhanced financial acumen

Working closely with the CFO gives GCs a deeper understanding of cost management and budgeting, which is beneficial in sectors where financial metrics drive decisions. Verma, reflecting on his experience, noted that reporting to the CFO helped him build strong legal cost management skills, which improved his financial advisement within the legal department.

#2 Integrated operational alignment

In budget-focused companies, aligning legal and financial goals can make the GC more solutions-oriented. “When you’re reporting to the CFO,” explained Kahn, “it’s about understanding how legal impacts the bottom line,” fostering a grounded approach to legal advising.

#3 Improved trust between finance and legal

Reporting to the CFO can strengthen collaboration between finance and legal, which is crucial for high-stakes situations like M&A. This bond fosters trust, allowing smoother, more confident decision-making.

Challenges of reporting to the CFO

#1 Potential undervaluing of strategic role

CFO-led structures may emphasize cost management over strategy, which can limit the GC’s strategic role, as noted by Kammerud.

#2 Reduced visibility

Reporting to the CFO may reduce the GC’s presence in top-level meetings, restricting their ability to influence key decisions directly.

“If you’re not in the room, it’s hard to make your voice heard on big issues,” Verma observed.

Also read: Embracing Legal’s Role as Business Co-Leaders with David Lancelot, ex-VP, Global Head of Legal, eBay Classifieds Group

Reporting to the COO or another executive – pros and cons

Though less common, a GC reporting to the Chief Operating Officer (COO) or another executive can bring distinct advantages, especially in large organizations focused on operational alignment.

Benefits of reporting to the COO

#1 Alignment on operational efficiency

Reporting to the COO aligns the GC with operational improvement goals, making it easier to integrate legal processes with daily operations. “In an operationally complex company, legal often works closely with other functions overseen by the COO,” noted Kammerud, which enables process improvements in contracting, compliance, and governance.

#2 Better fit in large organizations

In large organizations, the COO’s broad oversight allows the GC to focus on implementing efficiencies within an established framework rather than steering strategic decisions. “The COO role typically spans several departments, so for large companies, it can make sense for legal to fall under that umbrella,” observed Lacy. 

Challenges of reporting to the COO

#1 Risk of isolation

This setup can isolate the GC from top leadership, limiting their direct interaction with the board. “If you’re not interacting directly with the board, it’s tough to establish trust,” Kahn noted, which can hinder the GC’s role in conveying legal risks.

#2 Perception of reduced autonomy

Reporting to the COO may reduce the GC’s perceived strategic influence, with other departments viewing their role as operational rather than advisory.

Lacy shared, “There’s sometimes a perception that if you’re reporting to the COO, you’re not in the room for the big decisions, and that can lead to your role being undervalued by other departments.” 

Also read: General Counsel vs. Chief Compliance Officer: Key Differences and Whom to Hire 

Key considerations for GCs and aspiring GCs

Here are some key considerations, shared by the panelists, to help you evaluate a role’s potential and make the best decision for your career.

#1 Evaluating the role scope

Before stepping into a GC role, you need to know exactly what you’re signing up for. Is this role purely operational, focused on process improvements and managing risk at a functional level? Or is it a strategic position, with direct access to the board and a mandate to shape company direction? 

• Operational vs. strategic: Understand if the role is focused on operational tasks or includes strategic decision-making and board access
• Impact on influence: A role centered on process improvements may limit strategic influence, while one with board interaction aligns more with a strategic career path

#2 Company culture and individual dynamics

The reporting structure alone doesn’t define your role—it’s the people behind it that make all the difference. 

Lacy suggested that it’s essential to “interview beyond the role” by understanding the personalities and priorities of the executives you’ll be working with. 

• Fit beyond the org chart: The effectiveness of the GC role often depends on the values and priorities of the CEO, CFO, and COO

“If your CEO values you as a strategic advisor, you’ll have more influence, even if you’re not directly reporting to them. But if legal is seen as an afterthought or a cost center, you may find yourself struggling to get a seat at the table,” says Lacy.

• Executive team's view of legal: If legal is valued as a strategic function, it enhances influence. Conversely, if it’s seen as a cost center, gaining a seat at the table can be challenging

Also read: How Can General Counsel Earn A Seat On The Board? 

#3 Long-term career impact

As Kahn pointed out, who you report to can influence your executive positioning and growth down the line. “If you’re reporting to the CFO, think about how that affects your career trajectory,” Kahn explained. 

• Executive growth: Reporting to the CFO may enhance financial skills but frame the GC as operational. Reporting to the CEO typically aligns with a strategic trajectory, setting up potential board opportunities
  
• Future Implications: Consider if the reporting structure supports long-term goals like board influence or reinforces an operational role

Also read: The Key to Success as an In-House Legal Counsel & Leader:  With Doug Luftman, Chief Legal Officer, Trust & Will 

When to accept and when to negotiate the reporting line

Your decision should depend on the strategic scope of the role, your own career stage, and the best path for your growth in the organization.
Here’s how to know when to push for a CEO line, when to embrace other reporting structures, and how to make your impact clear, regardless of where you sit.

Negotiating for CEO reporting

If the GC role involves broad strategic responsibilities—especially in a heavily regulated industry or a public company—direct access to the CEO is often ideal.Lacy highlighted this, explaining, “In public companies, reporting to the CEO often means you’re in the room when strategic decisions are being made—and that’s where a GC needs to be.” 

For roles with significant board interaction, the CEO reporting line can also prevent communication gaps. Kahn added, “If you’re expected to be the face of legal to the board, the reporting structure should reflect that. You don’t want your insights filtered through multiple layers.” 

In these cases, a direct line to the CEO not only elevates your voice but also reinforces the importance of legal insights at the executive level.

When to embrace non-CEO reporting

However, not every GC needs to report directly to the CEO. Reporting to the CFO or COO can provide specific benefits, particularly for early-career GCs or those in finance-centric sectors. For GCs seeking to develop financial skills, a CFO reporting line can be valuable. 

Verma shared, “Working with the CFO helped me develop a much deeper understanding of budget management, which has been invaluable.” 

Non-CEO reporting can also offer mentorship opportunities. “Sometimes the CFO or COO can serve as an excellent mentor, especially if you’re still building your executive presence,” Kammerud advised. 

Communicating impact

Whether you’re reporting to the CEO, CFO, or COO, the panelists agreed that a crucial part of a GC’s role is to clearly communicate their impact within the organization. 

“Use data to showcase value,” recommended Kahn, underscoring the importance of making legal’s contributions tangible. 

By presenting metrics on how legal initiatives support business goals, streamline operations, or protect revenue, you can make the case that legal is essential, not optional, to executive discussions.

Clear, ongoing communication with leadership is also key. “If you want to be seen as a strategic partner, you need to communicate like one,” Lacy emphasized. 

Regular updates on legal’s contributions to broader business objectives, such as revenue protection or risk mitigation, can ensure that your role remains highly visible and appreciated. 

Video: KPIs every legal team should be tracking | SpotDraft Webinar

The bottom line: finding the best reporting line for the GC

The question of who the GC should report to has no one-size-fits-all answer. As SpotDraft’s expert panel emphasized, the “best” reporting line ultimately depends on a mix of role expectations, company culture, and the personalities of key executives. 

A CEO line might give a GC the strategic visibility they’re looking for, while a CFO or COO line can offer valuable opportunities to deepen financial or operational expertise. It’s about finding the fit that aligns with both your career goals and the company’s broader needs.

This blog post offers a snapshot, but it only scratches the surface of the insights shared in the webinar. 

For a truly nuanced understanding of these dynamics—and to hear directly from seasoned GCs with a wealth of real-world experiences—check out the full webinar. 

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