Excerpted from So You Want to Be a General Counsel?
Many attorneys spend their formative years in law firms or in governmental posts and then move to an in-house position. As they advance in their in-house careers, some conclude that they would like to take on more challenges and responsibilities, including leading an entire legal organization. To the extent that these challenges and responsibilities are not likely to be provided in their current enterprise, external opportunities may be more attractive. Unfortunately for many, in all the years they worked in private, government or corporate practice, they neither acquired the skills and attributes, nor came to understand the process, that would allow them the chance to become a general counsel. The particular needs, relationships and experiences of the enterprise usually drive internal general counsel selections.
When considering candidates for the general counsel role, it is important to assess them against both the softer leadership skills and the technical expertise that are required.
A general counsel needs to have broad legal subject matter expertise. Only on rare occasions, and usually only if there is a unique need or crisis, will an enterprise look to hire a general counsel with narrow expertise. The most valuable areas of law include:
- Corporate and securities
- Corporate governance
- Litigation (especially class-actions and investigations)
- Risk and dispute management
- Compliance
- Labor and employment
- Executive compensation
Look for general counsel candidates who have pursued opportunities to gain experience in these legal areas. In-house counsel who have rotated through these areas of legal responsibility have found the experience extremely valuable. A good general counsel who is working to strengthen the team and to develop successors should provide these opportunities. In addition, there are many legal programs that offer training in these practice areas.
In this complex, regulated world, experience interacting adroitly with regulatory agencies is valuable. Understanding compliance and effectively working through significant and dangerous government inquiries and investigations are increasingly important. In addition, if the laws or regulations are not favorable to the enterprise, management will want them changed — so legislative or government affairs experience can be valuable. At a company that is involved in public policy issues or is regulated, experience working and negotiating with regulators and government officials is critical. Often, CEOs specifically seek a general counsel with regulatory or legislative expertise in the subject areas that affect their companies.
For the general counsel of a public company, it is important to have expertise in SEC reporting and disclosure — this is a must. In addition, it is valuable to have experience working with investors, including activist investors, public company requirements and rules of company governance and executive compensation.
Depending on the company and business, merger and acquisition expertise, or experience in the areas of protection and management of intellectual property and privacy, may be necessary.
Finally, more general counsel roles include responsibilities for government affairs, compliance or internal audit. Therefore, depending upon the position, experience in these areas may be more or less critical, but should work to obtain education and experience in them.