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The General Counsel and Other Members of a Corporate Legal Department

The General Counsel and Other Members of a Corporate Legal Department

The General Counsel and Other Members of a Corporate Legal DepartmentLaleh Hassibi
Vice President of Marketing

Corporate counsel is the legal team within a corporation. Rather than contracting an outside law firm to handle the legal activities, corporations directly hire lawyers and other legal staff as employees. This team is sometimes called in-house counsel and is a department like human resources or finance. There are many divisions, team members, and responsibilities.

What Does Corporate Counsel Do?

Corporate counsel is responsible for all the corporation’s legal matters, from advice on the legalities of business decisions to managing contracts and compliance. Depending on the company’s size, corporate counsel might practice all, several, or only specific areas of corporate law. Divisions include:

  • Licensing
  • International trade
  • Corporate securities
  • Real estate
  • Employment
  • Compliance
  • Privacy
  • Intellectual property
  • Contracts
  • Litigation

Unlike law firms, corporate counsel has one client, the corporation. Counsel represents the interests of the business, not the staff or the board of directors, even though they act for the business.

Who’s Who in the Corporate Legal Department?

The corporate legal department usually has two groups of staff: senior lawyers who supervise, litigate, and make strategic decisions, and junior lawyers who support senior lawyers, research, review, and draft. General Counsel is the most senior attorney and heads the department, and the remaining members of the legal team are called corporate counsel. In small to medium-sized companies, some roles might overlap. To follow, are some of the typical job titles we see on an in-house legal team.

General Counsel

Often shortened to GC, General Counsel is a C-suite corporate officer on the executive team who reports directly to the CEO. As General Counsel, you lead and manage the legal department and serve as the Chief Legal Officer for the company. This position is also called Head of Legal.

General Counsel represents the corporation during third-party dealings and is the key negotiator for strategic transactions. GCs work closely with corporate management, the board of directors, clients and stakeholders, and the legal team. While you may focus on managing and advising legal decisions, you may also do legal work like drafting and litigation if you work for a smaller organization.

Deputy General Counsel

Deputy General Counsel is second-in-command of the legal department, similar to a vice president. This position reports directly to General Counsel and helps oversee corporate counsel and daily operations. You may step in for General Counsel where necessary, but you generally take on some of General Counsel’s responsibilities in a supportive management role.

Deputy General Counsel acts as both a supervisor of the legal team and a lawyer, managing teams, doing research, analysis, drafting, and litigation. A Deputy General Counsel is more common in larger corporations.

Legal Operations Manager

The Legal Operations Manager, or director, runs department operations. The primary goal is to manage department costs while improving processes. Where deputy counsel analyzes, drafts, and advises legal decisions, legal operations organize the department’s daily activities.

Legal operations blend paralegal, project management, and office administration duties. You need to understand legal procedures and may do some paralegal duties, but you also oversee the budget, develop processes, and make sure projects move properly through Legal and back into the corporation for completion.

Contracts Administrator

A Contracts Administrator manages business contracts for the corporation, including sales, employment, purchasing, and other contracts. You’re responsible for creating, reviewing, and negotiating contracts and changes for compliance, cost, and suitability. You interface between the corporation and the client, vendor, or employee to negotiate terms and conditions and make sure they budget. You also track contracts to ensure everyone meets the terms.

Corporate Secretary

Both public and private corporations must have a corporate secretary who acts as an adviser to the board of directors and the executive team. This role is often assigned to one of the corporate officers, usually General Counsel, for convenience. But these roles are different. Where General Counsel provides legal advice, the Corporate Secretary does not.

As Corporate Secretary, you support the board and C-suite team and develop corporate governance policies and board practices. For example, this might include creating and managing audit, finance, and risk management committees. You attend meetings, prepare documents, record minutes, and ensure the Board operates according to the bylaws, articles of incorporation, and more.

Scale Your Corporate Legal Department

Corporate counsel is at the center of your organization. Whether you have a large corporation or a small company where roles overlap, productivity and organization in the legal department are critical. An AI-powered contract management system like Lexion helps you get organized so you can scale legal and accelerate deals. Get a demo today.


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