You worked for years to reach this goal – your first general counsel position. There were countless sleepless nights as you planned how to get here. Now that you have arrived, you still can’t sleep. In fact, your insomnia has grown worse as you grope around, uncertain of your role in the company. You are not alone!
The general counsel’s job has become extraordinarily complex. On the one hand, GC’s are charged with ensuring that their companies stay within the boundaries of the law. On the other hand, corporations are in business to make money. If a general counsel raises too many objections and consistently says no, his company’s business may suffer. Not to mention, the c-suite will no longer look to the general counsel as a trusted adviser and partner.
The stakes are high for businesses that focus on profits over sound risk management. For example, in the days following the Deepwater Horizon oil spill, BP gas station owners reported a 10 to 40 percent drop in sales. Shareholder value also plummeted 55% within two months of the spill. In total, the spill cost BP $61.6 million.
Ben Heineman, General Electric’s GC from 1987 to 2005, has carefully considered this conundrum in his book, “The Inside Counsel Revolution: Resolving the Partner-Guardian Tension.” According to Ben, general counsel must embody four principles to succeed in the job.
Four Principles for an Effective General Counsel
- Corporate mission. The corporate mission must fuse high performance with high integrity and sound risk management.
- Lawyer-statesman. The general counsel must serve as an advocate, not just for what is legal but also for what is right.
- Partner-guardian. The general counsel serves as a partner to the CEO, as well as the protector of the corporation. This is, perhaps, the most difficult role to balance and requires independence and courage on the part of the general counsel. It also requires alliances with key corporate leaders, and a close relationship with the board and CEO.
- Culture of Integrity. Finally, a GC must foster a culture of integrity.
Ben notes that, for a general counsel to succeed, the CEO must share the same vision of the GC’s role. Otherwise, conflict is inevitable, and the general counsel must be prepared to leave.
David Lat, managing editor of Above the Law, has also offered sound advice to new GC’s. His article, “10 Tips For A New General Counsel,” is a must-read for any general counsel, new or experienced, offering real insight into the role.
Congratulations on becoming general counsel. Now, download Ben’s book, read David’s article, and sleep well tonight.
Photo courtesy of Widener University Delaware Law School on Flickr.
