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

2月 1, 2023

We are often asked by clients and General Counsel candidates what the difference is between a General Counsel and Chief Legal Officer (CLO).

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 include providing legal advice and guidance on a broad range of legal issues, managing legal risks and overseeing compliance
Typically reports directly to the CEO and are part of the senior leadership team
Involved in strategic decision-making and play a crucial role in shaping an organisation’s legal and business strategies

Chief Legal Officer

This is a broader role that 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

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.

If you would like more detailed advice on hiring a General Counsel or CLO please do get in touch with Sarah Ingwersen.