small change: your GC, or you

small change
Ciarán Fenton
How small changes in your behaviour have a big impact on how you work, lead or follow
That’s the working title of a book I’m writing, initially as a series of short blogs.

Blog 2 small change: your career is a unique business

Blog 3 small change: your soft balance sheet

Blog 4 small change: your D Liability

Blog 5 small change: your timeline

Blog 6 small change: your formative years

Blog 7 small change: your A asset

Blog 8 small change: your career equity

Blog 9 small change: your curriculum vitae

Blog 10 small change: your emotional intelligence

Blog 11 small change: your reputation

Blog 12 small change: you, three years from now

Blog 13 small change: your purpose, strategy & behaviour (PSB)

Blog 14 small change: your soft p&l

Blog 15 small change: your 7 career options

Blog 16 small change: your relationship grid

Blog 17 small change: you are not a human capital asset

Blog 18 small change: your 7-step job search plan

Blog 19 small change: your 3-step interview plan (1)

Blog 20 small change: your 3-step interview plan (2)

Blog 21 small change: your 3-step interview plan (3)

Blog 22 small change: your job search funnel

Blog 23 small change: your reactive job search

Blog 24 small change: your proactive job search

Blog 25 small change: your first 100 days

Blog 26 small change: your operating board

Blog 27 small change: your main board

Blog 28 small change: your CEO, or you

Blog 29 small change: your CFO, or you

Blog 30 small change: your non-executive chair, or you

Blog 31 small change: your NEDs, or you

Blog 32 small change: your GC or you

small change

Seven principles

Principle 4

A shared Organisation PSB

  • shared purpose,
  • strategy
  • and behaviour in your organisation
  • is key to its success


Blog 32  small change: your GC, or you

your GC or you

Your GC (or you) is your General Counsel who usually attends your main board’s meetings and always do so if they double as Company Secretary.

Your GC is a solicitor – an Officer of the Court – and, in the UK, is regulated by The Solicitors Regulation Authority (SRA) which requires under STaRS Principle 3 that your GC acts “independently”.

In my view – and there are many who disagree with me (see social media):

  • The purpose of your GC is to enable better decisions and outcomes via your main board through excellent legal counsel and process
  • Your GC should report to your main board via your Chair, not to your CEO and never to your CFO
  • Your GC’s status as an Officer of the Court should be noted in their employment contracts i.e. they are “different” to other employees
  • Your GC should waive all bonuses and LTIPs (Long Term Incentive Plans) as these constitute a potential conflict. They could be paid more basic pay to compensate.
  • Your GC should tell, not ask, your board what legal counsel and process it needs to achieve its strategy and how much that costs, say $10 for 10 “things”
  • If your main board says it only has $7 for Legal, then your GC should only deliver 7 things for $7 and NEVER do the “diving catch” for the other three things and never, but never, agree “do more for less” as if they had been doing less for more all along
  • If your GC leads a team then they must ignore their legal training which eschews “feelings” since you can’t lead without high EQ which demands a deep connection with your feelings
  • Your GC should never be bullied by anyone in the organisation and if they are they should be able to call on the support of the law and their colleagues in the profession. Members of your main board should be positively petrified to bully your GC.
  • Your GC should use a strategic legal target operating model in its dealings with your main board
  • Your GC should work with private practice and “new law” to reframe their relationship with your main board
  • GCs should be mindful that they have a huge opportunity as enablers of ESG decision-making. ESG is not a fad. It’s here to stay.
  • If commercial lawyers – your GC and their private practice advisers – do not relaunch themselves and their model society will lose patience and do it for them.

What if a curious Martian, with no knowledge of legal services but immediate access to terabytes of data, landed on Earth and asked three questions:

  1. Why were all the lawyers – who are Officers of the Court – not able to prevent or reduce the scale the Global Financial Crash in 2008 and all the major major corporate scandals in recent years?
  2. Why do some Earthlings treat their lawyers so badly?
  3. Why do some Earthling lawyers treat their colleagues so badly?

The Martian will have scanned in a nano-second, inter-alia:

Over the last 15 years, I have worked with scores of lawyers in-house and out and spoken and written on matters relating to lawyers as leaders including the following available at 

  • Modern Legal Practice Quarterly: GC role and purpose: a revolution, not evolution, is needed by business and society
  • The Law Society of Ireland Annual In-House Conference 2019, Dublin:  Building relationships at a time of “change & upheaval”
  • IACCM Conference 2019, Madrid: Boardroom decision-making under stress: the impact on hard and soft contracts
  • Managing Partners Forum speech 2019: The Future of the Partnership Model
  • Pamphlet: The GC/CEO Relationship Post Global Financial Crash: Flourish or Flounder? (PDF) also on Amazon

I believe that society increasingly feels that lawyers have disconnected their purpose from a focus on “the rule of law”.

Have you?

Ciarán Fenton

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