Slip Sliding Away: Why GCs are Losing the Boardroom
There are cycles of influence and seasons of change. I put it to you, dearest friends, that a time of change is upon us.
We’ve soared to some lofty heights. Sitting on the board, advising the Chair, bum in seat, in the room. The special room, where weighty measures are debated, strategy crafted, grave and meaningful decisions made. We were there.
Were. It feels as though the general counsel is being edged out of the room.
Check the leadership page of some large companies. You’ll find the CFO, COO, HR director, Presidents of the East and West, VP of the Middle Bits… and nothing of the general counsel. Speak with the great and good in executive recruitment and you’ll find the same—GCs are valued, yes, just not with a seat at the table as much anymore. Additionally, reporting lines are changing with GCs reporting to the CFO or COO of organisations, rather than at the top. CEOs love their GCs but they don’t want them as direct reports anymore.
GCs are, unsurprisingly, finding this trend a tad concerning. Have we not bled for the business, given them our all? We have. Graft, devotion, and opinions are not enough to keep a place at the table and in the room, however.
The general counsel’s role has changed over the past 30 years. Let us recall why we were there to begin with. General counsels existed to manage risk, compliance and corporate governance. The GC didn’t take on this current holistic business leadership position. Generally, the GC got in their box, stayed in their box, and only came out of their box when the legal conscience of the business was called for. GCs advised, were seen as somewhat neutral and independent.
A few international catastrophes and cross-border regulatory investigations, and everyone got scared. GCs were dragged out of their boxes and into the room, for surely having the GC present would have prevented such calamities? Now that we’ve been there awhile, our role has changed. We’ve got skin in the game. We’re business partners, strategic advisors, facilitators. We’ve been trained to not say no (too forcefully), to leverage our wisdom and voice, ensuring we remain an integral and valued part of the conversation. The little red thread of legal runs like a cord through the entirety of the business. There is not an aspect of the company, or decision made, one couldn’t argue legal touched in some way. And we’ve argued.
We’ve put our sticky little fingers in everyone’s pies (but as value-add, never a department of ‘no’), opined ad nauseum, and are finding ourselves being edged out of the room. Maybe, just maybe, we didn’t need to be in the room to begin with. Perhaps, just perhaps, we took up a little too much space in the room. It cannot be argued legal isn’t a critical consideration of any venture, but it is not the central one. A thread of legal runs through all, but that does not make it the foundation upon which the business is built. It is not clear we’re all clear on this point.
Our role has become muddled. We’re not just risk and governance, we’re project managers, ESG experts, DEI gurus, police, best friends, buddies, team fix it. Everything.
There are limited seats at the table. With the growing complexity of the world, unless there is unequivocal clarity on the role and purpose someone has at the table, it’s profoundly difficult to justify their place. Something to consider is if we tried too hard to be too many things to too many people. We are, at the core, supposed to be legal advisors. We’re in a fantastic place to advise, to see across an organisation through virtue of our position and function. We are clever, clever humans with great strategic minds—it does not make strategy our role. I can add, subtract and understand accounting principles, it doesn’t mean I should take over for the CFO—it means I can highlight an error or ask a question.
Of course we want to be loved. We loved to be loved. Our little lawyer souls sting a little, recalling Shakespeare’s words, encouraging our lot all hanged. It is rare to meet a lawyer who hasn’t had an unpleasant social interaction, where some oaf groans “ugh, I hate lawyers” on learning their profession (as though their terrible divorce, or traumatic house purchase was somehow the fault of the entirety of lawyer-dom).
Our desperation for love, or insecurity regarding being professionally useful, does not mean we should be all things to all people. It also doesn’t mean that we must be in the room, at the CEO’s right hand, or we’re abject failures. Perhaps failure comes from giving into professional insecurity and our embracing a muddled and boundaryless role—and the path to success lay in reorienting to our true purpose and role as legal advisors.
Source: Law.com