Legal Counsel

In-house counsel work inside the organisation. The general counsel leads the legal function, usually reports to the chief executive, often has access to the board, and handles contracts, regulatory advice, disputes, investigations and sometimes the company secretary role. External counsel are brought in for specialist topics, major litigation, regulator investigations or extra capacity. In compliance work, lawyers interpret what the law requires, while compliance staff turn it into policies and controls and monitor them. Keeping the two roles distinct protects independence. The client is the organisation, not any single officer, which becomes awkward when an executive’s interest conflicts with the company’s. Advice given for legal purposes may be protected by privilege, but how far that covers in-house lawyers differs between countries, and in some it is weaker. Counsel who also take business decisions risk weakening that protection. Early involvement lets legal judgment shape a decision before commitments are made.

A company’s compliance team receives a hotline report about payments to a sales agent. The head of compliance asks the general counsel to lead the review so that findings are covered by privilege. The general counsel hires an external law firm to carry out interviews, keeps the CEO informed only as needed because he is involved, and reports directly to the audit committee.