17 Sep Why General Counsel need to be ‘in the room’ with the CEO
In several UK companies, we’ve noticed that the General Counsel role is being quietly downgraded. Departing GCs are replaced, but the new appointee now reports to the CFO instead of the CEO. It may look like a small structural change, but it’s actually a governance risk.
The GC is not simply “legal.” The best GCs are strategic business advisers – bringing legal expertise, commercial judgment, and governance oversight together in one seat. They’re trained to work in shades of grey, weighing risk, opportunity, and reputation to guide the business towards the best outcome. This is exactly the perspective a CEO needs in their inner circle.
When the GC’s voice is filtered through another function, the organisation loses that balance. CFOs often think in black-and-white, which is essential for a company’s financial health. GCs bring the nuance that prevents costly blind spots. Both perspectives are essential, but they must be heard directly at the top table.
In the US, the Chief Legal Officer title is more common and often comes with Board status. This proximity to decision-making is one reason more US CLOs step into CEO roles. In the UK, it’s rare, but not impossible. One FTSE 100 CEO in our network for example started out as a lawyer, became a GC, then took on an operational leadership position before moving into the top job.
Their journey offers three lessons every GC should heed:
1. Shift from legal to commercial thinking. Being technically correct isn’t enough – CEOs want leaders who understand finance, strategy, and value creation. The GC-turned-CEO referenced above actively studied the business and adopted an 80/20 approach – focus on what truly drives value rather than aiming for legalistic precision. This shift in thinking was fundamental in their transition to CEO.
2. Step towards the challenge. GCs can build additional credibility by taking on high-risk, high-profile projects well outside their legal brief, including major litigation and operational turnarounds. Staying in your comfort zone and avoiding the big moments means missing the chance to demonstrate your value and prove your leadership acumen.
3. Build sponsors and make your value visible. Senior advocates inside the business can be critical – but these sponsors often only emerge because they notice a GC’s commercial impact, not just their legal skill. Find a sponsor in your company who will help you seek out these opportunities and the chance to become more visible.
Today’s CEOs face an environment of relentless complexity – shareholder activism, ESG demands, political scrutiny, regulatory change, cyber threats, and safety risks. The GC role, when positioned correctly, is not a back-office function but a core pillar of corporate resilience.
A GC who reports directly to the CEO can spot risks earlier, bring governance into strategy conversations, and ensure the business doesn’t just survive challenges but emerges stronger. Downgrading the role narrows thinking, weakens oversight, and increases exposure to exactly the kinds of failures Boards claim they want to avoid.
If UK companies want to avoid being the next case study in a parliamentary inquiry, they should follow the example set in the US—and by those few GCs who have proved their worth in the CEO’s seat—and keep the GC exactly where they belong: right next to the CEO.
With the roles of GCs/CLOs continually changing it can be overwhelming to keep up with the demands. The Marsden in-house team is here to help, advise and add value to the GC/CLO community. Contact one of our team to find out more.