What is the difference between a General Counsel and Chief Legal Officer?

Understanding the difference between a General Counsel and a Chief Legal Officer

In the realm of corporate legal leadership, the titles of General Counsel (GC) and Chief Legal Officer (CLO) are often used interchangeably, and we are often asked by our clients what the difference is. However, while there is no universally agreed distinction between these roles, understanding their differences is crucial for companies assessing their legal needs and for legal professionals aiming to advance their careers.

The current landscape

According to LinkedIn, the UK has 291 CLOs and 4,551 Group General Counsel and General Counsel. In comparison, the US boasts 3,879 CLOs and 58,960 Group General Counsel and General Counsel, while Australia has 113 CLOs and 2,262 Group General Counsel and General Counsel.

According to LinkedIn, there are currently 291 CLOs and 4551 Group General Counsel and General Counsel in the UK. Compared with the US where there are 3879 CLOs and 58,960 Group General Counsel and General Counsel and in Australia, where there are 113 CLOs and 2262 Group General Counsel and General Counsel.

Organisations in the UK who have a CLO typically include large PLCs and financial services companies such as HSBC, Royal Mail, Visa, Pearson, Lloyds Banking Group, Unilever, Pets at Home Group Plc, Norgine, Bupa, Dentons, Euroclear, Howdens Group Holdings, Dyson and NatWest Group.

However, we have also seen a number of instances in the past few years where smaller companies have appointed a CLO in preparation for a corporate event (typically an IPO). Often these companies have had an existing General Counsel who may not have had the corporate skill set to guide the company through this process. This dynamic can often be challenging for the General Counsel who has previously enjoyed the status of the most senior lawyer, as well as the autonomy and direct reporting line to the CEO. 

Whilst there is no universally agreed distinction between the titles of ‘General Counsel’ and ‘Chief Legal Officer’, here are some suggestions of the main differences;

General Counsel

• Primary responsibilities of the Gerneral Counsel role include providing legal advice and guidance on a broad range of legal issues, managing legal risks and overseeing compliance
• Typically reports directly to the Chief Executive Officer (CEO) and are part of the senior leadership team/C-suite
• Involved in strategic decision-making and play a crucial role in shaping an organisation’s legal and business strategies

Chief Legal Officer

• The CLO role is broader and encompasses the responsibilities of a General Counsel, but may have wider additional strategic and executive functions
• Some companies appoint a CLO to denote the executive-level nature of the role and their involvement in the management and governance of the company
• CLOs often have a more extensive scope of responsibilities than a General Counsel. This can include overseeing regulatory compliance, government affairs, ethics, risk management, corporate governance, and occasionally business development and corporate activities
• CLOs typically have a seat on the board or are part of the executive committee

Our final thoughts

There is no uniformity of role responsibilities between companies and many General Counsels in fact undertake the same breadth of responsibilities that a CLO does. However generally speaking, General Counsels tend to focus on legal and compliance matters, whereas Chief Legal Officers typically have a broader range of responsibilities including legal, strategic and executive functions.