From General Counsel to CEO: how legal leaders can make the leap

Katherine Potter (Katie) has lead a public company as CEO and served as General Counsel in listed and private equity-backed businesses. She explains why the move from legal adviser to business leader starts long before the title changes, and what ambitious GCs can do now to prepare for it.

For many General Counsel, the CEO role can feel like a significant departure from the career they have built. The traditional routes into the top job tend to run through finance, operations or commercial leadership, while lawyers are often seen as advisers to the people making the decisions rather than candidates to lead the business themselves.

Katie’s experience challenges that assumption. She spent years as General Counsel of a listed company before becoming its CEO, and has since served as Chief Legal Officer of a listed business and as Chief Strategy Officer and General Counsel of a private equity-backed one. Having sat on both sides of the table, she sees a much closer connection between the two roles. Both require judgement, influence and the ability to make decisions with incomplete information. The difference is that a CEO cannot stop at giving advice. They have to own the outcome.

That distinction sits at the heart of Katie’s view of exceptional legal leadership:

“A good GC answers the question they were asked, accurately and on time. An exceptional one knows which question should have been asked.

The distinction is whether legal is brought in to review decisions or helps shape them through a seat at the table. By the time a decision reaches legal review, the expensive choices have usually already been made: the structure is set, the counterparty expects certain terms, the timeline is public. A good GC does excellent work inside those constraints. An exceptional GC is in the room while the options are still being formed, which is the only point at which legal input changes the outcome rather than the documentation.”

The leap begins before the opportunity appears

Katie did not become a credible CEO candidate simply because she had been a successful General Counsel. Over many years, she had expanded her remit far beyond legal, contributing to strategy, capital allocation and some of the Board’s most complex decisions. By the time the opportunity emerged, directors had already seen her operate as a business leader.

“Two things made it possible. The first is that I had already spent years working outside the legal lane: on strategy, on capital, and in the Board’s hardest conversations. I had been accountable for things that were not legal. By the time the question came up, the Board was not making a leap. They were leaning into something they had already observed.

To be clear, Boards hire for the problem in front of them, and the problem in front of that Board was a difficult one. Mine was a company facing real challenges, both financial and operational. Throughout my career, I had consistently volunteered for assignments that stretched beyond legal, giving the Board a clear view of how I approached business problems and organisational leadership.”

Her route offers an important lesson for legal leaders with broader ambitions. Future CEOs are rarely created at the point of appointment. Credibility is built gradually through the decisions they make, the responsibilities they assume and the trust they earn across the organisation.

The same principle applies in sponsor-backed environments, where stepping into a private equity-backed business brings legal leaders closer to investors, the value-creation plan and the decisions that will shape an eventual exit. That proximity can accelerate a GC’s development, but it also makes any gap between legal expertise and commercial understanding much more visible.

Board trust is career capital

General Counsel already have an advantage that many aspiring executives spend years trying to build: direct, independent access to the Board. They are present for sensitive discussions and see the organisation through a governance, commercial and human lens.

“The General Counsel is one of very few executives with an independent relationship with the Board. You sit with them in executive session. You are in the room for all the sensitive conversations, from succession to litigation. That is trust accruing over years, and it is an asset most GCs never think of as career capital.”

Being in the room is not the same as influencing what happens there. To become a credible candidate for wider leadership, a GC needs to contribute to the questions that matter to the whole enterprise: how the business makes money, where capital should be allocated, which risks are worth accepting and what must change when performance falls short.

This is also why judgement, culture and conduct matter so much in the modern GC role. Technical accuracy may secure a place in the discussion, but judgement determines whether colleagues seek out the legal leader’s view before the options have narrowed.

From eliminating risk to pricing it

General Counsel are trained to identify what could go wrong and how to mitigate it. Executive leadership requires a different judgement: deciding which risks are worth taking, which ones could threaten the strategy and how the organisation should respond.

„Lawyers are trained to minimise risk. Businesses are not in the business of minimising risk. They are in the business of understanding risk, pricing it and taking the risks worth taking. A GC who treats every risk as something to be eliminated is, in effect, influencing capital allocation decisions without acknowledging it.

The exceptional ones think differently. They can explain which risks matter most, why those risks are material to the business and what information would lead them to change their view. They move beyond identifying issues and help shape decisions.“

The final distinction is ownership.

„Good GCs provide advice and step back. The decision belongs to the business. Exceptional GCs stay accountable for the outcome alongside everyone else, including when things go wrong. That is uncomfortable because advice is safe and outcomes are not. But that is the difference between being a trusted adviser and being an executive.“

That ability to connect today’s decisions with future consequences is central to anticipating risk in a private equity environment. It moves legal beyond reviewing the immediate issue and towards understanding how a decision could affect investors, portfolio companies, counterparties and a future transaction.

What private equity sponsors expect

Katie describes the legal mandate in listed and private equity-backed businesses as broadly similar. What changes is the shareholder relationship, the pace of decision making and the time horizon against which choices are judged.

“In a PE-backed business your shareholder is in the room, working with you and the rest of the management team. They have a thesis, a strategy, a hold period, and a view, and they are actively engaged. Your shareholder sees what you see, roughly when you see it. That is freeing and exposing at the same time.

The practical consequence is that governance stops being the deliverable and becomes the infrastructure underneath a decision. To Boards in listed companies, the process is important. A sponsor wants the answer and wants to know you ran a defensible process to get there.

The other real difference is the clock. In a public company you are measured in quarters. In a sponsor-backed business you are measured against a hold period, and every decision is implicitly asked the same question: does this help or hurt at exit?”

In the first 90 days, she believes sponsors want an honest picture of what is not working. Not an exhaustive list of legal exposures, but the handful of issues that could genuinely damage the investment thesis, each with a cost and a likelihood attached. They also value speed, a practical route to “yes” and early visibility of anything material.

The legal leaders who earn broader responsibility tend to speak the language of the business. They can quantify risk, explain its potential impact and make a recommendation rather than simply identify a problem.

“One of the clearest signals is what happens when the answer is no. ‘That doesn’t work’ is a legal answer. ‘That structure doesn’t work, here are two that do, and here is what each one costs you’ is an operating answer.”

The same commercial lens applies to exit readiness. Preparing a private equity-backed business for exit is not a final-stage legal exercise undertaken shortly before a transaction. Clean records, transferable contracts and the avoidance of diligence surprises all help protect value throughout the investment lifecycle.

Legal can create value, not only protect it

Katie identifies four areas where legal teams can contribute directly to value creation: protecting the multiple, expanding margin, enabling speed and supporting artificial intelligence (AI) adoption. Her argument is not that legal should become a commercial function. It is that legal already controls information and processes with a measurable effect on commercial performance.

“Expanding the margin. This is the one most GCs underweight, and it is where the real leverage sits. Legal owns the paper that determines whether revenue is durable: whether price increases are contractual or negotiated, whether renewals are automatic, whether customers can walk on 30 days’ notice, whether you are carrying indemnity exposure you were never paid for. None of that is legal work. It is margin work that happens to be written in contracts, and the legal team is the only function that reads all of it.”

The same commercial discipline applies to speed. Contracting processes that give the business clear parameters for low-risk decisions can reduce avoidable delay while preserving legal oversight. Katie sees AI-assisted review, playbook-driven mark-ups and genuine self-service on low-risk contracts as practical starting points, with lawyers retaining responsibility for judgement and quality.

For GCs considering where technology can make the most meaningful difference, AI is reshaping legal leadership in private equity because efficiency is no longer a functional question alone. It is part of the wider executive conversation about capacity, speed and value creation.

What the P&L changes

Taking responsibility for profit and loss (P&L) exposed Katie to decisions that no GC role could fully replicate. The biggest lesson was that resource allocation is not one part of the CEO’s role. It is the role.

“As GC you advocate for your function and someone else decides. As CEO you say no to good people with good business cases, over and over, and then live with the consequences of having made that decision. There is no version of the job where everyone gets what they need.

You feel the cost of your own caution. As a lawyer, a delay is prudence. As a CEO, a delay has a number attached to it, and you are the one who owns the number. That changed how I work with Boards and CEOs to this day.

And you learn what it means to be read for a signal. I had roughly 20,000 employees at my company, and I led the company during the most significant event, the COVID pandemic, in the history of the industry. They were all watching every move and listening to every word spoken. None of that shows up in a GC role, and no amount of Board exposure prepares you for it.”

The point is not that legal judgement becomes less valuable in the CEO seat. It becomes one input among many. Decisions must account for people, cash, customers, timing and the consequences of choosing one good proposal over another.

Pressure reveals the executive

Katie’s experience of turnarounds and distressed situations also shaped her view of what Boards need from legal leaders. In business as usual, information may be enough. Under genuine pressure, the Board needs an honest view early, a decision framework and a clear understanding of how its responsibilities may be changing.

“Bad news does not improve with age, and the single most valuable thing a legal leader does in a distressed situation is shorten the distance between when something is known and when the Board knows it.

Everything becomes a liquidity question. The GC’s job stops being risk assessment and becomes knowing precisely which obligations are real, which are negotiable, and what the calendar of hard dates looks like: leases, covenants, notice periods, payroll. That is an operating role, not a legal one, and it is often the GC who is the only person who has actually read all the documents that create those dates.

And you optimise differently. In business as usual you are trying to get the best outcome. In distress you are trying to preserve optionality and buy time, because the situation you are managing in six weeks is not the one in front of you today.”

There is a human dimension as well. Executive teams can fracture under pressure. Katie sees steadiness and a level head not as stylistic qualities, but as substantive contributions to the business when the room is anxious and the available choices are narrowing.

“None of this happens alone. In a turnaround the plan matters, but the team carrying it out matters more, and the trust you built before the crisis is what you draw on during it. Culture determines whether people bring you problems early or hide them until they are unavoidable. A GC who is part of the fabric of the organisation, who knows the operators and has earned their confidence, is the one people call first.”

How GCs can prepare for a broader C-suite role

Katie’s advice is practical. In a 12-month timeline, ambitious GCs should seek responsibility that carries a visible financial consequence, learn the mechanics of the business model and change how they communicate. Presenting a catalogue of risks is not enough. Executives are expected to present a decision and attach a recommendation.

“Get a number you are accountable for that is not the legal budget. Ask for a function: procurement, risk, compliance, IR or HR. Ask to own an integration or a strategic initiative. Anything with a financial consequence attached to it.

Learn to read your company’s model. If you cannot explain the levers to pull, meaning how the business makes money at the unit level and where it stops making money, you cannot participate in the strategy conversation. You can only react to it.

Build a team that can run legal without you. You cannot take on a broader remit if every legal decision still runs through you. The strongest GCs I know hire people who are better than they are in areas that matter, develop a real deputy, and give their team room to own the work. That is what frees you to take on the rest of the business, and it is the clearest evidence you can lead people, not just matters.

Build the Board relationship deliberately, because you already have access most of your peers do not. Use executive sessions for something more than the compliance update.

And take the ugly assignment: the turnaround, the carve out, the integration nobody wants. Almost nobody gets handed an operating seat off the back of a clean, uneventful stretch. You get it because the business needed someone to go into a hard situation and you were the one who put your hand up.”

That final point captures the thread running through Katie’s career. The route from General Counsel to CEO is not built by waiting for someone to recognise transferable skills. It is built by taking responsibility for difficult work, showing commercial judgement when the answer is unclear and sharing ownership of the result.

The CEO transition starts now

The most credible GC candidates for broader leadership are already doing more than protecting the business. They understand its economic model, help shape decisions early, translate risk into choices and remain accountable when outcomes are difficult.

For legal leaders who want to make the leap, Katie’s message is encouraging but demanding. The Board does not need to imagine that a lawyer could become an operator. It needs to have seen that person operate already.

“People audition for bigger jobs without ever asking for them. Get a number you are accountable for that is not the legal budget. Take the ugly assignment. That is where the crossover actually happens.”