An organization’s corporate counsel does much more than mitigate risk and draw up contracts. They are the legal team within your corporation whose expertise helps to accelerate deal-making, ensure compliance, and improve the quality and consistency of your business contracts.
There are many divisions, team members, and responsibilities that make up the in-house legal department structure, but legal team members must have clearly defined roles and responsibilities to get the most value out of a limited headcount. We’ll outline corporate counsel’s role in a company, review common positions on legal teams, and discuss how to build your in-house legal department structure.
What does an in-house legal department do?
Corporate counsel is the legal team within a corporation. Rather than contracting an outside law firm to handle the legal activities, corporations directly hire lawyers and other legal staff as employees. This team is sometimes called in-house counsel and is a department like human resources or finance.
Unlike law firms, in-house legal teams have one client: the corporation. Counsel represents the interests of the business, not the staff or the board of directors, even though they act for the business.
Corporate counsel is responsible for all the corporation’s legal matters, from offering advice on the legalities of business decisions to managing contracts and compliance. Depending on the company’s size, corporate counsel might practice all, several, or only specific areas of corporate law. Divisions include:
- Licensing
- International trade
- Corporate securities
- Real estate
- Employment
- Compliance
- Privacy
- Intellectual property
- Contracts
- Litigation
Who’s who in the corporate legal department?
The corporate legal department usually has two groups of staff: senior lawyers who supervise, litigate, and make strategic decisions, and junior lawyers who support senior lawyers, research, review, and draft.
General Counsel is the most senior attorney and heads the department. The remaining members of the legal team are called corporate counsel, and in small to medium-sized companies, some roles might overlap. Some of the typical job titles you’ll find on an in-house legal team include those listed below.
General Counsel
Often shortened to GC, General Counsel is a C-suite corporate officer on the executive team who reports directly to the CEO. This person leads and manages the legal department and serves as the Chief Legal Officer for the company. The GC may also be called the Head of Legal.
General Counsel represents the corporation during third-party dealings and is the key negotiator for strategic transactions. GCs work closely with corporate management, the board of directors, clients and stakeholders, and the legal team. While GCs may focus on managing and advising legal decisions, they may also do legal work like drafting and litigation if they work for a smaller organization.
Deputy General Counsel
Deputy General Counsel is second-in-command of the legal department, similar to a vice president. This position reports directly to General Counsel and helps oversee corporate counsel and daily operations. Deputy General Counsel may step in for General Counsel where necessary, but generally takes on some of General Counsel’s responsibilities in a supportive management role.
Deputy General Counsel acts as both a supervisor of the legal team and a lawyer, managing teams, doing research, analysis, drafting, and litigation. A Deputy General Counsel is more common in larger corporations.
Legal Operations Manager
The Legal Operations Manager, or director, runs department operations. The primary goal of this position is to manage department costs while improving processes. Where deputy counsel analyzes, drafts, and advises legal decisions, legal operations (or legal ops) organizes the department’s daily activities.
Legal operations blend paralegal, project management, and office administration duties. A successful legal ops manager needs to understand legal procedures and may do some paralegal duties, but they also oversee the budget, develop processes, and make sure projects move properly through legal and back into the corporation for completion.
Contracts Administrator
A Contracts Administrator manages business contracts for the corporation, including sales, employment, purchasing, and other contracts. This role is responsible for creating, reviewing, and negotiating contracts and changes for compliance, cost, and suitability. The contracts administrator interfaces between the corporation and the client, vendor, or employee to negotiate terms and conditions and make sure they budget. They also track contracts to ensure everyone meets the terms.
Corporate Secretary
Both public and private corporations must have a corporate secretary who acts as an adviser to the board of directors and the executive team. This role is often assigned to one of the corporate officers, usually General Counsel, for convenience—not because they share similar responsibilities. These roles are distinctly different. Where General Counsel provides legal advice, the Corporate Secretary does not.
The Corporate Secretary supports the board and C-suite team and develops corporate governance policies and board practices. This might include creating and managing audit, finance, and risk management committees. The corporate secretary attends meetings, prepares documents, records minutes, and ensures the Board operates according to the bylaws, articles of incorporation, and more.
How is an in-house legal department structured?
The work done by the corporate legal team serves every single department in the organization, so take the time to really consider the in-house legal department structure that will help your business grow and function efficiently.
In general, legal departments are structured either by function or by the type of client work they specialize in. Depending on the size of the organization and location of the team, a combination of the two structures might make the most sense. For example, remote in-house counsel may choose to structure their teams based on a team member’s time zone in relation to certain clients.
Other factors that can impact an in-house legal team structure include:
- Size of the team
- Department budget (Can you afford to increase headcount or invest in digital solutions to optimize the team’s efficiency?)
- Team skills (generalists vs. specialists)
When should you expand your legal department?
In many companies, the budget ultimately determines if in-house counsel can scale to include more team members. However, GCs can make a case for expanding the legal department as the company scales or if the nature of the business evolves to require more specialized skills. Justifying team expansion is easier if GCs or other corporate counsel leaders can justify their ask with relevant metrics and insights gained from contract management software.
Whether you have the opportunity to expand your in-house legal team or not, these tips can help you develop a productive and valuable team structure:
- Create defined roles to cover every major area of responsibility with a focus on achieving legal department goals.
- When creating and defining roles, explain the value that each position brings to the legal department in addition to the bottom line growth of your business.
- Outline how each role works together or connects to other legal department roles, as well as to relevant positions in other departments.
- Implement tools that allow for maximum collaboration and transparent communication within legal and across departments—for example, a CLM like Lexion can help you scale your legal team without additional heads.
How in-house counsel can accelerate organizational growth
Corporate counsel is at the center of your organization. Whether you have a large corporation or a small company where roles overlap, productivity and organization in the legal department are critical. In order for your in-house team to close more deals and drive growth, they deserve the best digital solutions for the job. An AI-powered contract management system like Lexion helps you get organized so you can scale legal and accelerate deals.
But even with the right tools, good leaders still need the right skills to take a company to the next level. Our General Counsel Playbook is a GC’s guide to adding value to your organization and leading in-house counsel with confidence. Download it today, or check out our other guides for even more actionable advice.
