We recently hosted a discussion between Stephanie Wallace, General Counsel at Metro Bank PLC and Andrew Olsen, General Counsel at Globacap on the topic of how the role of the General Counsel is evolving.
Three quick facts about Stephanie and Andrew
- Works with a legal team of 10 people at a challenger bank.
- Prior to her role at Metro Bank she was Head of Legal at RateSetter, a peer-to-peer lending platform.
- Before moving in-house Stephanie spent several years in private practice as a regulatory lawyer.
- Is the General Counsel and sole officer at Globacap, a capital lifecycle management platform.
- He trained and qualified as a capital markets lawyer and has worked in the finance and technology sectors for a number of years.
- Recently he started working with earlier stage businesses. He describes his role as “the legal equivalent of a GP” and deals “with everything from corporate, commercial, employment to IP”.
How has the role of General Counsel changed over time, in your experience?
“I think it has been changing for quite a while. As far as I can see, the whole legal team is increasingly being asked to do more with less. The GC is very much spearheading that as the business is looking to them to be a trusted adviser to turn to. Not just for pure black letter legal advice, but to really be a part of the business, to try and help the business deliver on its strategic goals.
“So I think that it’s a broader question than that. It’s not just the GC, it’s the role of the legal function in general. But I suppose as the figurehead, if you like, the GC is expected to be there in those business meetings, not just to provide the legal advice, but to provide that strategic business advice.”
“I think that the roles throughout businesses are changing so quickly. And I think the great thing about the legal team within any organisation is it’s always been the team that has its fingers in all the pies. It knows everything that’s going on in the business. The unfortunate consequence of that, is that a lot of the time, the legal team is then kind of dumped on with all sorts of things, whether legal or non-legal.
I think most in-house lawyers will probably admit at the moment that, of their own workloads, they’re probably doing about 10% legal work and 90%, business related project management or equivalent.
And I think it’s the role of the GC to recognise and accept that now. Rather than trying to defend the fiefdom that doesn’t really exist anymore. I think I see it as the fact that we offer a different skill set to what the business already has. In the same way as an accountant or a consultant within a business can bring different perspectives to the table, we have to do the same thing. And I think that’s more the relevant role now than ‘let me review your contract.’”
Is the “General Counsel” title fit for purpose? Should we be calling the General Counsel something different?
“I think the General Counsel title is the right title. But I think it is slightly misunderstood in business. I think if you consider the concept of a general counsel, you are advising on everything to do with the business – the general advice to the business.
It has got this connotation that it is fundamentally a legal role, which of course it is, but I think general counsel’s and lawyers within business would be better off trying to move away from the title as ‘lawyers’ and move towards a title of business advisors with a legal background or legal skill set.”
“I agree and think it is worth retaining the title of General Counsel rather than some of the alternatives which have emerged recently. I think if you stick with General Counsel, the fact that it doesn’t have the word lawyer or legal in the title is actually a good thing. It’s more reflective of what the role is today. Because as you say, it’s not just providing legal advice ‘full-stop’. It’s advising the executive of the company on whatever business issue they are facing, you just happen to be applying your trained legal mind to the problem.”
Who do you report to in your role, and has the idea of who the General Counsel reports do changed over time.
“So I currently report to the Chief Financial Officer and I did in my previous role as well at my former business. I think it works differently in every organisation, and different structures are equally valid.
But for me, it’s more about the relationships you build up across the business rather than just with your line manager. And the nature of being a General Counsel is that whoever you report to, you shouldn’t really just be advising that one person. It relies upon being able to build good relationships at all levels, and particularly across the whole executive and the board. And to me, that should be the priority, irrespective of who you report to.
Historically, I suppose, legal has just been seen as a cost centre, so you can see the sense in why it would sit there. But I think that increasingly businesses are recognising that whoever you report to, legal has a role to play and can add value by being involved in most of the business decisions.”
“I think there’s another aspect that often gets missed when you consider reporting lines and the context of lawyers within a business, which is that lawyers have an invisible reporting line, not just to the business, but actually to the law; to its own regulator.”
“If you are there trying to advise a business on its legal exposure, let’s imagine the situation where the business is actively starting to do something illegal. Or let’s say even worse, let’s say, fully criminal, then our role goes outside of the role as a lawyer within the business, it goes to society, and it goes to turn around and say that we are obliged to whistleblow.
Or we’re obliged to try and attempt to stop the business from doing what it’s doing. And to then consider that the CFO might have an authority to say, ‘well, we don’t have the budget’. So then doing your job can create a real, significant problem.
I think you have to recognise your reporting line and be comfortable with the reporting line from a practical business perspective. But, just be mindful of the fact that there will be times that you need to overstep that business reporting line.”
What are some of the key skills today’s General Counsel need to adapt to changes in the legal profession, and the way the legal role fits into the business?
“I think the most critical skill that any GC could bring to a business at this stage is commerciality.
I think you obviously need to have the baseline understanding of the law, and understand the fundamental training that gets you to where you are. But the hardest part of the job is trying to tie together the legal framework with the commerciality and what the business is trying to achieve. And if you don’t achieve the goal of walking that tightrope, making sure that your advice is actually genuinely useful to the business, that you don’t get so obsessed with the risks and so obsessed with the avoidance of those risks. Businesses exist, because they take risks. And so you need to adopt the same approach. You need to look at it and say there are issues and evidential issues, as long as you don’t go too far, then you need to go as close to that line as you possibly can. And that’s the hardest part.”
“Risk appetite is something that is seen at two levels. It is seen at the business level and at a personal level. The leaders and managers of any particular business will have varying levels of risk appetite. On specific individual risk items there will be aspects where they’re more than willing to accept, quite frankly, 100% risk, and other aspects that they’re not willing to take any at all. And the only way you’ll really know that is to get to know them.
So the personal skills you need to employ within a business to really understand the people you’re advising and get to the heart of it.”
You need to get to know your colleagues.Andrew Olsen
“These days the legal skills are taken as read and it is more in my view about the softer skills, the people skills, about building good relationships, so that you can add value because you’re advising in a context rather than just in a vacuum.
And particularly after the last 18 months, we have realised the importance of things like resilience. You are taking a business and a team of people, who have been through tough times, through a challenging period ahead, as everyone tries to get back to normal.”
“I agree. And I would add that you need to be a fantastic teacher, because I think the role is more about education now than anything else.
If you advise and just give them the answer without showing them how you’re working, then they’re going to come back and ask the same question again.”
“It is also about getting them to understand how to use you. You need to show them the appropriate way to engage legal.”
“And that can be one of the hardest parts because the vast majority of people who are not lawyers within a business, have no interest in any of the legal issues that you’re trying to help them with.
“And they may or may not come to it with a perception that all legal departments are the department of ‘NO’ or that they should ‘avoid, avoid, avoid.’”
“I had an amazing experience in the past where I worked with a sales agent that first came to me and said, here’s the contract and walked away.
And by the time I finished working with him, he wanted to know every aspect of what was in that contract, because he found that he was being able to use it in his negotiations or in his discussions with his counterparts with his sales targets and winning a lot of arguments as a result. So when they understand the reasons and what we do, and why we do it. They can be better at their jobs as well.”
Andrew and Stephanie are also members of the Crafty Counsel Community. Register to discover a space where in-house legal professionals can connect, share experiences, and learn from each other.