Thinking around corners: a private equity GC’s view on anticipating risk

Nikki Newton sat down with Bryn Grassia Jones, General Counsel at Salica, to talk about the realities of operating as a GC in a VC and growth fund environment, and why the ability to anticipate risk, rather than simply react to it, has become one of the most important qualities in the role today.

At a time when conversations around hiring GCs in private equity are increasingly focused on commerciality and strategic influence, Bryn’s perspective cuts through with something more fundamental: the value of foresight.

For him, the biggest challenges aren’t always the ones sitting clearly in front of you. In fact, as he explains, “the biggest risks are rarely the ones you’re staring at”, a point that reflects how risk in a fund environment often sits beyond the documents themselves, spanning investor relationships, commercial decisions and long-term strategy.

Beyond the documents

The instinct for many lawyers is to focus on what can be seen and tested: the drafting, the protections, the contractual detail. But in practice, that level of scrutiny doesn’t always surface the issue that matters most. As Bryn puts it, “you could pore over the warranties on an investment but completely miss that the deal itself raised a conflict of interest”, something that may not sit neatly in the documentation but can carry far greater consequences, from strained LP relationships to complications in a future raise.

This is where the GC’s role broadens. Legal analysis is only one part of the picture; the real value lies in stepping back and asking how a decision will be perceived and how it fits into the wider context.

In areas such as co-investments, allocation decisions or continuation structures, the question is often not just whether something works legally, but how it will land with investors and stakeholders over time.

Connecting today with tomorrow

At its core, thinking around corners is about linking present decisions to future outcomes. It requires GCs to hold both the detail and the bigger picture at once, anticipating how something that feels commercially pragmatic now might be viewed later. As Bryn explains, “you need to always be thinking about the big picture… factoring in how a decision made now might play out when it hits an LP, a portfolio company, or a future transaction”.

In practice, that might mean considering how a side letter concession today could create expectations across the LP base tomorrow, or how a governance decision in a portfolio company could resurface during an exit or refinancing. These are not always immediate risks, but they are often predictable if the lens is wide enough.

Earning the right to influence

For that perspective to have real impact, the GC needs to be part of the conversation early. As Bryn notes, “you have to earn your right to be in the room”, which comes from building credibility with the investment team over time.

That credibility is closely linked to how the GC is perceived. Bryn is clear that positioning matters, explaining that “showing you can think creatively, and are not a handbrake, means you deliver more value”, which in turn makes you more likely to be sought out rather than consulted out of necessity. It’s this dynamic that allows legal to move from a reactive function to a trusted voice within the deal process.

Importantly, that trust also underpins authority. Once it’s established, it becomes possible to take a firm position when needed: “Earning that reputation also means you have the clout to hold firm on things when it matters”, striking the balance between enabling progress and protecting the fund.

Understanding the people behind the risk

Technical strength is a given, but it is rarely what determines effectiveness on its own. Much of the GC’s impact comes from understanding the people behind the decisions: their incentives, pressures and priorities. As Bryn explains, “being a GC is about people”, and applying the law without that context can limit its usefulness.

That nuance shows up in how advice is delivered. Different stakeholders engage with risk in different ways, and the ability to translate legal complexity into something meaningful for each audience is what drives better outcomes. “You will always get to a better outcome if you apply the law through the lens of the people involved”, he explains, reinforcing the idea that context is as important as content.

Saying it early

One of the most practical lessons from Bryn’s experience is also one of the simplest. “Saying the hard thing early”, he reflects, is critical, because “difficult conversations don’t age well”. In a fund context, waiting rarely makes a problem easier to solve and can often reduce optionality.

This is where communication becomes a strategic tool. Bryn is deliberate about how he approaches it, noting that “don’t write an email if a call would work equally well, and don’t have a call if you can talk to someone face to face”. For lawyers, who often default to written communication, it’s a reminder that the method of communication can shape how a message is received, and whether it leads to action.

A broader definition of risk

Ultimately, the role of the GC within a fund is no longer confined to managing legal exposure. It sits at the intersection of legal judgement, commercial awareness and stakeholder relationships. The most effective GCs are those who can see beyond the immediate issue, connect decisions across the business, and surface risks before they fully materialise.

Because in practice, the most significant risks are rarely the ones set out clearly at the beginning. They emerge over time, shaped by decisions, timing and perception. And that’s exactly why, in the context of private equity, the value of a GC lies not just in what they can see, but in what they can anticipate.