For many, many…many years the top of the food chain for in-house legal titles was unarguably and unequivocally the “General Counsel”. In an organization, the General Counsel was the Grand Poohbah, the Big Cheese, the Top Dog and the highest-ranking legal executive among executives. The title was uniform and meant the same thing across all orgs – and those who held the title knew exactly where they stood in the professional ecosystem.

But in recent years, there has been the emergence of a new sheriff: The Chief Legal Officer. And since that time, the meaning and coexistence of the two titles has been confusing to many.

• • Are there any differences between the titles? If so, what are they?
  • Is one title preferred over the other?
  • How is each perceived in the professional community? Is one more prestigious?
  • Do the titles represent the same executive profiles?
  • If my job offer is for a “General Counsel” title, should I negotiate for “Chief Legal Officer”? Should I reject an offer if I don’t get the Chief Legal Officer title?

So, what exactly is the story with these titles and how much does your career ride on having one or the other? Below is some clarity:

The Rise of the Chief Legal Officer

The Chief Legal Officer (“CLO”) made its title debut on the professional scene roughly 15 years ago. It appeared infrequently and was reserved for senior specialists who primarily served as company policy wonks and important bridges to relevant political figures, regulatory agencies and lobbyists in Washington DC.  The CLOs were carved out from the legal department and reported to the CEO. There also existed a General Counsel, who co-existed in the same organization, led and ran Legal and reported to the CEO. The two legal execs worked in parallel to one another.

But as time progressed, the number of CLOs has increased, and their responsibilities expanded.

What Profile Does the CLO Title Represent Today?

Today, the CLO represents the tippy top legal C-Suite executive in an organization. The executive profile is a seasoned attorney with prior General Counsel/CLO experience – or in rare cases, served as a high-ranking #2 attorney in a large, well-branded (often swanky) organization. The CLO has paid their leadership dues and partnered closely with the Board of Directors and other top ranking business executives along their career path. They are Central Casting for executive presence, gravitas and business acumen – and are part of the C-Suite Club.

Reporting structure is always to the CEO (with anomalistic exceptions) and compensation swims in the elite waters of the other top C-Suite executives. Their seat at the table is public, valued, and firmly cemented. The CLO will almost always manage a team except in some startups where the company is transitioning to its next major evolutionary milestone and/or the need for IPO readiness has accelerated.  In these scenarios, the CLO will often have the authority to start building a legal team within 4-8 months of their start date (sometimes sooner).

CLO roles and responsibilities can take two different forms:

1. 1. Lead, Run and Manage Legal. In this scenario, the CLO is the top legal exec whose primary responsibility is to actively run the legal department and manage all legal matters that involve the organization including management of the team. Sometimes they operate at a higher advisory/business partner level, sometimes their role also incorporates blocking and tackling in matters critical to the organization. Regardless of the elevation, they eat, sleep and breathe all things Legal.

1. 2. Serve in a Business/Operations Role and Legal Oversight. Here, the CLO’s primary responsibilities are more business/operations-oriented in functions like “Chief Administrative Officer”, “Chief Operating Officer” and “Chief of Staff”. They will technically “own” Legal (and keep “CLO” as part of their title). Sometimes they will shoulder the additional load solo, but often there will be a General Counsel who reports to them, runs the department and manages the team. It’s a hierarchy that has become more common in today’s business ecosystem and highlights one way the two titles can be hierarchically and functionally different.

The General Counsel Title – Its Evolution and CLO Contrast

Once the undisputed heavyweight champion of in-house legal titles, “General Counsel” has circumstantially shapeshifted and broadened its historically myopic identity. Today, the title has been diluted and represents a few profiles and levels, one which equals its CLO brethren and others that don’t.

Let’s start with the genesis of the dilution: The emerging growth/startup companies and the convergence of the factors and actions below.

• • Increased executive value and appreciation placed on the existence of a dedicated lawyer for the organization…
  • So, startup executives hired their first in house lawyers more frequently and earlier in the company’s lifecycle.
  • Many execs were not ready for the high-octane, high-powered legal exec and did not want to pay high-octane, high-powered legal exec prices.
  • Essentially, they wanted a “GC Light”. Less experienced, but talented lawyers who could sit lower on the executive totem pole…
  • But these execs learned it was a challenge to compete on the all-in cash compensation offered by public companies and the more established emerging companies.
  • They also learned that lawyers cared deeply about titles, by which they identified their career status and success.
  • Titles became currency.
  • So, they carved an accelerated path to the mountaintop and offered the “General Counsel” title to land the less experienced, high-quality attorneys they wanted.
  • The bumped-up title was a powerful carrot that came at no additional cost.

The strategy proved effective, and new General Counsel profiles were born. These profiles deviated from the tried-and-true senior legal execs – as did responsibilities, reporting structure, leveling and… compensation.

The Different Faces of the General Counsel Title

General Counsel #1 – The Senior, Experienced Executive.

Like its CLO counterpart, this General Counsel is a seasoned executive with many years of sophisticated leadership experience that can be found in both public and private companies. They have broad capabilities and have led teams and projects through complex legal and business matters. Depending on the organization, leveling is set at VP, SVP or EVP (most typically SVP and EVP). Compensation mirrors that of the CLO and will be in the company of the other C-Suite executives. Seat at the table? Check. CEO report? Check. Any difference from the CLO? Nada.

General Counsel #2 – The VP of Legal Type

This General Counsel is an experienced lawyer, but not as experienced as a CLO or General Counsel #1. They do not possess prior GC/CLO experience – or if they do, it was acquired at a smaller startup where they were operating at a lower executive level. These profiles are more commonly found in private – not public companies. Reporting structure is typically to the CFO, but CEO reports exist as well. Board interaction and a seat at the table can be part of the remit but is not guaranteed. This lawyer manages a small team that grows larger with tenure. Compensation does not reach CLO or General Counsel #1 levels and aligns more with VP of Legal stock and dollar stats. Comp upleveling can occur between 12 – 18 months if the lawyer is a high performer with strong EQ.

General Counsel #3 – Internally Promoted #2

This General Counsel has been promoted internally. Called up to the Majors from the #2 spot in the legal department. The product of hard work and proving oneself day in and day out – along with the political alignment – has paid off. This profile can possess aspects or a mix of General Counsel #1 and General Counsel #2. Compensation is higher than General Counsel #2 (although not as high as it would be if they had externally lateraled into the role). Reporting structure can be to the CEO, CFO…or a CLO when the CLO has assumed additional corporate responsibilities (CAO, COO, Head of HR etc.).

General Counsel #4 – The Mid-level Specialty/Transactions Attorney.

This General Counsel possesses between 8-12 years of experience and is typically tasked with managing the company’s transactions, privacy and/or regulatory work. In an earlier stage company, they are often tapped to create the legal department infrastructure. In a prior life, they served as Senior Counsel, AGC or Director. In this General Counsel role, they operate more like a director level lawyer with corresponding compensation. Reporting structure is to the CFO or Head of Finance. There is not a lot (if any) of Board interaction and no meaningful seat at the table…yet. Sometimes they will manage a small team of administrative professionals and/or one lawyer.

Now that you have the lay of the title land, let’s answer the remaining questions.

1. Is the CLO title preferred over the General Counsel title?

If every single solitary thing is equal, the CLO title would have the preferred edge. Why? Because its designation has common understanding, application and characteristics across organizations – and for some, the perception of “Chief” in the title automatically places this executive in the top ranks with the other Chiefs. Also, if your comp, reporting structure, responsibilities etc. deviates from market, benchmarking other CLOs in these areas can be persuasive come annual review time if/when you want to ask for more. With this said, possessing the General Counsel title does not mean that the world will perceive you as “less than” when compared with a CLO title. In this context, it’s not the title that is the differentiator, it’s the level, reporting structure, responsibilities and compensation that highlight the disparities.

2. If my job offer is for a “General Counsel” title, should I negotiate for “Chief Legal Officer”?

Should? Not necessarily. Sometimes execs are crystal clear about their title choice, their reasons for it and their lack of flexibility around it. So, read the tea leaves before you make your ask. If the path looks clear, go for it!

3. Should I reject an offer if I don’t get the Chief Legal Officer title?

No. There could be several legit reasons the executives opted for a title other than CLO. The key is to assess the opportunity in its entirety and make your decision based on the alignment with your values, wants and needs. If all those boxes are checked and you are otherwise happy, the difference in the title doesn’t matter.

As the legal profession has evolved, new titles have emerged to reflect the changing roles and responsibilities of its lawyers. “Chief Legal Officer” is one modern title that has solidified its place as a staple reflection of an organization’s top legal executive. While it has not completely displaced the title “General Counsel”, the dilution of the latter has created a wider gap of disparity between the two titles in some circumstances.

Despite this, these titles are more similar than they are different. And whether you call yourself a Chief or a General, one thing is for certain: you’re a recognized leader who is the Grand Poohbah of your domain.