What Does a General Counsel Actually Do?

What Does a General Counsel Actually Do? The Role and Responsibilities of In-House Counsel

A General Counsel (GC) is the chief legal officer of a company, responsible for overseeing all legal matters, managing legal risk, and providing strategic legal advice to executives and the board.

Yet many business owners and even executives have a limited understanding of what a GC actually does, often confusing the role with that of an external attorney or viewing the GC as simply a compliance officer. In reality, the GC role is much broader and more strategic, combining legal expertise with business acumen.

A good GC is both a business advisor and a legal expert, playing a critical role in corporate governance, risk management, and business strategy. This guide outlines the key responsibilities of a General Counsel and what to look for when hiring one.

The Evolving Role of General Counsel

Historically, General Counsel focused primarily on legal compliance and contract negotiation. Today, the GC role has expanded significantly.

Modern GCs are expected to: Understand business strategy and translate legal and regulatory risks into business terms; Advise on corporate governance and board issues; Manage legal risk proactively rather than reactively; Oversee litigation and dispute resolution; Manage the company’s external legal relationships and expenses; Ensure regulatory compliance across all business areas; Advise on M&A transactions and corporate restructuring; Manage IP strategy and protection; Advise on employment and labor issues; Provide ethics and compliance leadership.

In many modern companies, the GC is a strategic advisor to the CEO and sits on the executive team, rather than functioning as a purely legal role.

Key Responsibilities of a General Counsel

(1) Legal and Regulatory Compliance – Ensuring the company complies with all applicable federal, provincial, and regulatory requirements (employment law, privacy law, securities law, consumer protection law, industry-specific regulations).

This includes: monitoring changes in law; implementing compliance policies and training; managing regulatory filings and licenses; responding to regulatory inquiries or investigations.

(2) Corporate Governance – Advising the board and executives on governance matters, including: preparation of board materials and minutes; shareholder communications; board-level disputes or conflicts; regulatory capital requirements (for regulated industries); insider trading policies; related party transaction approvals.

(3) Risk Management – Identifying and advising on legal risks, including: contract risk management; litigation risk assessment; insurance coverage adequacy; regulatory violation risks; intellectual property risks; environmental and health/safety risks.

Working with the Chief Risk Officer (if one exists) to implement enterprise risk management. (4) Contract Management – Drafting, negotiating, and managing material contracts, including: customer agreements; supplier contracts; employment agreements; IP licenses; financing agreements; strategic partnerships.

Establishing contract templates and negotiation guidelines to ensure consistency.

(5) Litigation and Dispute Resolution – Managing the company’s litigation and dispute resolution matters, including: selecting outside litigation counsel; directing litigation strategy; managing alternative dispute resolution (mediation, arbitration); negotiating settlements; managing litigation budgets.

(6) Intellectual Property Strategy – Protecting and managing the company’s intellectual property, including: overseeing patent filing and prosecution; managing trademark and copyright registration; implementing IP assignment agreements with employees and contractors; enforcing IP rights against infringement; advising on IP licensing and technology partnerships.

(7) Mergers, Acquisitions, and Corporate Transactions – Advising on M&A strategy, including: due diligence oversight; deal structure and terms; material contract assignment and consents; integration planning; post-acquisition compliance.

(8) Employment and Labor Matters – Advising on employment law issues, including: employment agreement preparation; compliance with employment standards; wage and hour compliance; workplace safety and accommodation; termination and severance; union relations.

(9) External Counsel Management – Selecting, contracting with, and managing the company’s outside counsel, including: negotiating engagement terms and rates; directing outside counsel on matter strategy; managing budgets and billing; ensuring conflict management and quality control.

(10) Ethics and Compliance Leadership – Setting tone for ethical conduct and compliance culture, including: establishing ethics policies and hotlines; investigating ethics violations; employee training on compliance; protecting whistleblowers; ensuring board-level ethics oversight.

The GC as Business Advisor

Beyond purely legal work, modern GCs advise on business decisions from a risk and strategic perspective.

Examples include: Advising on entry into new markets, considering regulatory and legal requirements; Advising on new business lines or products, considering IP risks, regulatory compliance, and product liability; Advising on financing decisions, considering covenants and obligations; Advising on pricing and customer terms, considering antitrust and consumer protection laws; Advising on hiring and organizational decisions, considering employment law implications; Advising on reputational and corporate social responsibility issues; Advising on investor relations and communications.

A GC who understands the business (and not just the law) can provide valuable perspective on whether a business decision makes sense not just legally, but strategically for the company.

Internal vs External Legal Work

A GC typically handles some legal work in-house and outsources other work to external counsel.

In-House GC Work: General corporate governance and advice; Contract management and standard contracting; Employment matters (except specialized issues); Regulatory compliance and monitoring; IP strategy and management; Litigation management and coordination.

Outsourced to External Counsel: Specialized litigation (complex commercial litigation, IP litigation); IP prosecution (patent applications, trademark registration); Specialized advisory (tax law, environmental law, antitrust); Transactions requiring specialized expertise (M&A, securities offerings); Matters requiring specialized credentials (bankruptcy, real estate); Matters creating conflicts of interest.

An effective GC manages a portfolio of in-house and external counsel, ensuring the company gets excellent legal services at reasonable cost.

Skills Required of a General Counsel

Beyond legal knowledge, a GC should have: (1) Business Acumen – Understanding of finance, business operations, and industry dynamics. The GC should understand not just the law, but how the law impacts the business.

(2) Communication Skills – Ability to communicate complex legal concepts to non-lawyers (executives, board members) in clear, business-focused language. (3) Judgment and Discretion – Ability to distinguish material risks from minor issues and to exercise judgment about when to escalate issues vs when to handle matters independently.

(4) Emotional Intelligence – Understanding organizational dynamics, politics, and ability to build relationships with executives and board members. (5) Strategic Thinking – Ability to see how legal decisions impact business strategy and long-term planning.

(6) Efficiency and Cost Management – Ability to manage legal budgets and ensure cost-effective legal work. (7) Leadership – Ability to lead the legal department (if it exists), manage outside counsel, and influence organizational behavior around compliance and ethics.

(8) Integrity and Independence – Willingness to stand firm on important legal/ethical issues even if it creates friction with business executives.

Reporting Structure and Relationship with the Board

A GC’s reporting relationship affects their effectiveness. Ideally, a GC reports to the CEO and has direct access to the board. A GC who reports to the CFO, general counsel to another officer, may have limited influence.

Some companies establish a direct board relationship for the GC through: (1) Direct reporting to the board on legal and compliance matters; (2) Attendance at board meetings (not just executive sessions); (3) Private sessions with the audit or governance committee to discuss legal risks independently of management.

This board-level relationship is particularly important in regulated industries and in companies with significant legal/compliance obligations. It ensures the GC can escalate serious issues to the board if necessary without being filtered by the CEO.

GC Compensation and Hiring

GC compensation varies significantly based on: Company size and stage; Industry and regulatory complexity; Geography; GC experience and background; Legal budget and scope of in-house work.

Typical ranges (Canada): Early-stage startup (pre-Series B): $80,000-$150,000; Series B-C company: $120,000-$200,000; Series C-D and later: $150,000-$300,000+; Public company or large private company: $250,000-$500,000+.

When hiring a GC, consider: Experience in your industry or similar companies; Leadership and people management skills (if managing a legal department); Track record of building strong external counsel relationships; Board-level communication and presentation skills; Understanding of your company’s business model and strategy.

Many companies now look for GCs with business school (MBA) or business background, not just law background, as this improves strategic contribution.

The GC and the Board

The relationship between the GC and the board is critical for governance.

The GC should: (1) Advise the board on governance matters; (2) Support the board’s compliance and ethics responsibilities; (3) Escalate material legal/risk issues to the board; (4) Have private access to the board to discuss sensitive matters (potential litigation, ethics violations, regulatory issues) away from management; (5) Provide regular legal and compliance updates to the board; (6) Advise on related-party transaction approvals and conflicts.

A board that has a strong GC relationship can better understand and oversee legal and regulatory risks. Conversely, a GC who lacks board access may not be able to escalate critical issues and may lose influence with the company’s executives.

The Future of the General Counsel Role

The GC role continues to evolve.

Emerging responsibilities include: (1) Technology and Cyber Risk – Managing legal/compliance aspects of technology decisions (AI, data privacy, cybersecurity); (2) ESG (Environmental, Social, Governance) Compliance – Managing legal obligations around ESG reporting and compliance; (3) Crisis Management – Advising on legal/compliance aspects of company crises (COVID-19, supply chain disruptions, cybersecurity breaches, product recalls); (4) Regulatory Relations – Managing relationships with regulators and responding to regulatory changes; (5) Data Privacy and Security – Leading privacy compliance as privacy regulations become more complex and stringent; (6) Supply Chain Compliance – Managing legal compliance across complex supply chains (sanctions compliance, human rights, environmental); (7) Remote Work and Distributed Teams – Advising on legal implications of distributed workforces and remote work arrangements.

A GC who can evolve with the business and manage emerging risks will be increasingly valuable to the company.

Conclusion: The General Counsel Role

A General Counsel is much more than a corporate lawyer; they are a strategic business advisor responsible for legal risk management, regulatory compliance, corporate governance, and advising the company on business decisions from a legal and risk perspective.

A good GC combines legal expertise with business acumen, communication skills, and sound judgment. As companies grow and face increasing legal and regulatory complexity, the GC role becomes more critical to company success.

If your company is at a stage where you are considering in-house counsel, invest time in finding a GC who understands your business, can build relationships with your executive team and board, and can provide strategic advice beyond technical legal services.

The value of a strong GC far exceeds their salary cost when measured in risk mitigation, regulatory compliance, and business advice.

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