The modern GC: culture, conduct and the judgement no one trains you for

The role of the general counsel is evolving in ways that are not always captured in formal job descriptions.

While much attention has been given to the expanding scope of the role and the increasing regulatory burden, the more fundamental shift is subtler. Many of the most challenging aspects of being a GC today sit outside technical legal expertise. They sit in judgement.

This came through clearly at a recent Private Equity Lawyer Forum roundtable, hosted by Taylor Root alongside Ropes & Gray and Passmore Oliver. The session, led by Eve Ellis and Amanda Raad of Ropes & Gray and Juliet Oliver of Passmore Oliver, explored three connected themes: embedding FCA conduct expectations in a commercially workable way, ensuring governance frameworks are genuinely aligned across functions, and navigating the judgement calls around when to hold the line and when to step away.

What emerged was grounded in real experiences. As one participant noted, “you have to use your own judgement – the FCA is clear on that,” underscoring how much of the role now sits beyond black-letter law.

Culture as a driver of risk and value

There is now a clear shift in how culture is viewed within organisations. It is no longer considered a “soft” or intangible concept. With increased scrutiny from both the FCA and the SRA on non-financial misconduct, culture is firmly on the regulatory agenda.

More than that, it is recognised as a driver of both risk and long-term value.

The challenge, however, is rarely identifying obvious misconduct. It is spotting the earlier signals that often precede it: patterns of behaviour that, in isolation, appear manageable; comments or actions that sit in a grey area; issues that do not trigger immediate escalation but build over time.

This came through strongly in the discussion. “In hindsight, things always look worse if you’re only looking at incidents individually,” one attendee reflected. “A pattern of behaviour can then hit the seriousness threshold – it’s about connecting the dots.”

That ability to join up information is where many organisations still fall short. As another GC put it, “it’s not necessarily about doing more in terms of process, it’s about being smarter in how you bring things together – whistleblowing reports, pulse surveys, exit interviews.”

These are often the moments that matter most. When overlooked, they remove the opportunity to intervene early and prevent more significant issues from developing.

The importance of speaking up early

At the heart of this is the ability of individuals to speak up.

Creating an environment where concerns are raised early, rather than once they become unmanageable, remains one of the most effective ways to manage both cultural and regulatory risk. This is not simply about having formal reporting channels in place. It is about whether those channels are trusted, how consistently issues are addressed, and what behaviours are reinforced by leadership.

“The whistleblower needs to have confidence in the system and the process,” one GC noted. “If people see issues aren’t dealt with properly, or inconsistently, that will be noticed.”

Consistency, in particular, was flagged as critical. “If someone junior is dismissed but the same behaviour is overlooked at a senior level, people see that,” another attendee added. “They model what’s rewarded.”

The discussion also highlighted how concerns often surface informally. “You’ll be having a conversation about something completely unrelated, and then something gets mentioned that doesn’t feel quite right,” one participant said. “That’s the sort of thing you don’t want to miss.”

The implication is clear: processes matter, but awareness and judgement matter just as much.

The discussion strongly echoed themes explored in ‘Speak Up, Speak Out’ by Harvard Business Review, Francesca Gino, Amy Jen Su, Laura Morgan Roberts and Ella F. Washington.

Governance as a connected system

In theory, most organisations have established governance frameworks. In practice, their effectiveness depends on how well those frameworks connect.

Legal, HR, risk and compliance functions are often structured separately, yet the issues they deal with are increasingly interdependent. Cultural concerns intersect with regulatory obligations. Employment issues overlap with conduct and reputational risk. Investigations rarely sit neatly within one function.

“You have to be joined up with senior management, HR and compliance,” one participant said. “Regular conversations and check-ins are what good governance looks like.”

Historically, many of these issues sat primarily with HR. That is now shifting. “Sometimes there’s a sense of territory,” another attendee acknowledged, “but it’s about working together so you’re not missing things.”

A collaborative approach was seen as critical, particularly with senior stakeholders. “If you position it as training, it can backfire,” one person observed. “If you approach it collaboratively and bring people into the process, it lands much better.”

The role of the general counsel within this system is also significant. Reporting lines are not simply structural; they are signals. “One of the first questions people ask is who the GC reports into,” one attendee noted. “If it’s not the CEO or the board, that can be a red flag.”

Where proximity to decision-making is lacking, it can materially affect the GC’s ability to influence outcomes.

From technical expertise to judgement

Across all three themes, one point came through consistently: many of the challenges facing GCs today do not present as clear questions of law.

They sit in the space between legal interpretation, commercial pressure and organisational behaviour. They involve ambiguity, competing priorities and, often, incomplete information.
In that space, technical expertise remains essential but is no longer sufficient.

“Ethical decision-making, particularly in non-financial misconduct cases, is challenging and needs to be looked at on an individual basis,” one person reflected.

The differentiator is judgement. The ability to assess not only what is legally permissible, but what is appropriate. To decide when to push, when to compromise and when to escalate.

These are not decisions that can be codified. They rely on experience, perspective and the confidence to act.

The “4 I’s” of culture

One lens that resonated strongly in the discussion was the “4 I’s” framework: Ideas, Institutions, Individuals and Interactions.

Together, these elements capture how culture is formed and experienced. Ideas reflect what is valued. Institutions represent the structures and systems in place. Individuals shape behaviour through their actions. Interactions determine how people engage day to day.

“The goal is to create a culture where people feel comfortable speaking up, not just focused on transactional targets,” as one participant put it.

Misalignment in any of these areas rarely remains isolated. It creates ripple effects across teams and leadership credibility. “People notice what’s valued,” another person added. “If corners are cut or ethical considerations are overridden, that becomes the norm.”

This reinforces the importance of early visibility and proactive engagement, rather than reactive intervention.

When to hold the line, and when to step away

The final part of the discussion focused on how these broader themes translate into the lived experience of general counsel.

Career inflection points are rarely defined by a single event.

More often, they reflect a gradual build: cultural concerns that persist, governance challenges that remain unresolved, increasing tension between legal advice and commercial decisions, or a growing sense of misalignment with leadership behaviour or organisational values.

Over time, the question shifts from identifying individual issues to something more fundamental: can the role still be performed in a way that aligns with professional obligations and personal standards?

There is rarely a definitive moment where that line is clearly drawn. Instead, there is often a gradual erosion of certainty.

“Having those conversations early puts you in a much better position when issues arise,” one participant noted.

A redefining of the GC role

What these discussions ultimately highlight is a broader shift in how the role of the general counsel is defined.

Technical capability and commercial understanding remain essential, but they are no longer the sole measures of effectiveness.

Increasingly, the role is defined by judgement, integrity and the ability to navigate complex, and often uncomfortable, situations. The capacity to hold a line where needed. And, equally, the awareness to recognise when continuing in a role is no longer aligned with those standards.

“These are the decisions that stay with you,” as one attendee reflected, “because they’re about more than the law.”

They are not easy calls to make. But they are becoming a defining feature of modern legal leadership.