General Counsel vs. Chief Legal Officer

General Counsel vs. Chief Legal Officer

What is the difference, what can they do for you?

By Mr. Calum Mackay | Law Clerk

General Counsel

General Counsel (GC) is an executive role within a company with responsibilities focused on the legal compliance and governance of the company. More frequently, the GC has become increasingly important to the board of directors and CEO, often replacing senior counsel as the primary counselor.[1] Consequently, the GC’s scope that has expanded to include law, ethics, governance, and citizenship.[2] Indicating that while a GC is there mainly to address the legal matters of the firm, the role’s responsibilities have expanded both regarding legal representation for businesses, but also for other areas which legal expertise is instrumental in adequately planning and executing internal rules and documents for the business.

Chief Legal Officer

Chief Legal Officer (CLO) is a C-suite level position, CLOs have similar responsibilities to a GC, but they are expected to have a broader focus on the business. This focus includes not only legal matters, but also keeping an eye towards business opportunities and strategy.[3]

The increased responsibility entailed in being a CLO, as opposed to a GC, is best exemplified when businesses promote their GC to CLO. Take for instance the cases of Microsoft and Google.

In 2015, Microsoft promoted its GC to CLO. Microsoft said that they were looking for him to “play a bigger role in strengthening [their] external relationships . . . representing the company publicly”.[4] Additionally, they expected the newly appointed CLO to take the lead on a variety of initiatives including, “privacy, security, accessibility, environmental sustainability and digital inclusion.”[5]

When Google promoted their GC to CLO and Vice President of Global Affairs, Google expected him to “oversee its policy, legal, trust and safety, and corporate philanthropy teams.”[6] Based on these examples, we see the role of a CLO is heavily shifted towards leadership contributions expected of a C-suite executive, along with overseeing the company’s legal affairs. The degree to which the CLO would be involved as primary counsel is reduced from that of a GC, as their responsibilities have expanded to be much broader than those of a GC whose duties are focused to be almost exclusively legal affairs including compliance, as well as internal governance.

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[1] The General Counsel Elevation Sensation - The Practice The Practice, https://thepractice.law.harvard.edu/article/the-general-counsel-elevation-sensation/ [2] Id. [3] Chief Legal Officer (CLO) Investopedia, https://www.investopedia.com/terms/c/chief-legal-officer.asp [4] The General Counsel Elevation Sensation - The Practice The Practice, https://thepractice.law.harvard.edu/article/the-general-counsel-elevation-sensation/ [5] Id. [6] Id.