What Does a General Counsel Do?
A general counsel is the chief legal officer of a company, responsible for every legal matter the business faces and for the legal department that handles it. General counsels work at private and public companies, private equity portfolio companies, and nonprofits, and report to the CEO and often to the board. They advise on strategy and risk, manage outside counsel and the legal budget, oversee contracts, litigation, and governance, and sit on the executive team. Employers require a Juris Doctor, an active bar license, and usually 12 or more years of practice, including senior in-house experience.
The title is distinct from corporate counsel, though employers often post the two interchangeably. Corporate counsel is an attorney inside the legal department who handles assigned matters, such as contracts or employment issues, and reports to the general counsel or a deputy. The general counsel owns the function: the budget, the outside firms, the board relationship, and the final legal call when the business and the law pull in different directions. A general counsel sits with the chief financial officer and chief operating officer on the executive team. A contract attorney is a project hire with no management role.
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Hiring a General Counsel: What to Expect
General counsel candidates come from deputy and associate general counsel roles at larger companies, from law firm partners who want to move to one client, and from corporate counsel at the same company who have been doing the job without the title. Screen for the size and type of company where the candidate has been the senior lawyer, for a legal budget they owned and how they controlled it, for board experience, and for a crisis they managed from the legal side, such as a regulatory investigation, a major lawsuit, or a data breach. Ask who they called when they did not know the answer, because a good general counsel knows the limits of their own expertise and keeps a bench of specialists.
Many general counsel postings write the job as a list of practice areas (corporate, employment, IP, litigation, privacy, real estate) as though one person will practice all of them. The general counsel manages those areas, does the work in 1 or 2, and hires or retains the rest. Say which areas the GC will handle personally, how many lawyers and paralegals report to the role, who the current outside firms are, and whether the role includes corporate secretary or compliance duties. Candidates at this level decline postings that read as 5 jobs in 1.
A posting for this role should state what the company spends on outside counsel each year, which matters are open, and whether the general counsel will build a department or work as a department of one. If the company is considering a fractional general counsel for 1 to 3 days a week first, say so and state when the role would become full time.
On legal searches, 4 Corner Resources submits qualified candidates in an average of 4.5 days, clients interview an average of 1.55 candidates per hire, and we submit 1.75 candidates per hire.
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General Counsel Core Responsibilities
- Advise the CEO, executive team, and board on legal risk in strategic decisions, including acquisitions, financing, and major contracts
- Lead the legal department: set priorities, hire and manage attorneys and paralegals, and own the legal budget
- Select, instruct, and manage outside counsel, negotiate fee arrangements, and review invoices against budget
- Oversee corporate governance, including board and committee meetings, minutes, resolutions, and entity records, often as corporate secretary
- Direct litigation strategy, approve settlements within delegated authority, and report material matters to the board
- Own the compliance program, including policies, training, investigations, and reporting to regulators
- Oversee commercial contracting standards and approve nonstandard terms above the thresholds delegated to the team
- Manage employment law matters with human resources, including terminations, investigations, and agency charges
- Lead legal due diligence and negotiation on mergers, acquisitions, financings, and joint ventures
- Oversee data privacy, information security obligations, and incident response from the legal side, including breach notification deadlines
- Set company policy on generative AI use with IT and security, including approved tools, data handling, and human review of AI output
- Oversee compliance with AI regulation that applies to the business, such as the EU AI Act and state AI laws
- Manage legal operations tools, including e-billing, matter management, and contract lifecycle management systems, and the AI features within them
Required Skills and Qualifications
Hard skills
- Juris Doctor from an ABA-accredited law school and active bar membership in the headquarters state, or in-house registration where the state allows it
- 12 or more years of legal practice, with 5 or more years in-house at a senior level
- Corporate governance experience, including board materials, minutes, and fiduciary duty advice
- Experience managing litigation and outside counsel budgets at a scale similar to the company’s
- Working knowledge of employment, commercial contracting, and data privacy law across the states where the company operates
- M&A experience, including diligence, purchase agreement negotiation, and integration
- Familiarity with the regulatory regime of the company’s industry, such as healthcare, financial services, or government contracting
- Working knowledge of AI governance and regulation, including the EU AI Act, state AI laws, and AI terms in customer and vendor contracts
- Experience with legal operations tools such as Ironclad or DocuSign CLM for contracts and Brightflag or a similar e-billing system for outside counsel spend
Soft skills
- Judgment to say yes with conditions more often than no
- Credibility with a board of directors and with a 25-year-old engineer in the same week
- Comfort making a final call without a partner to consult
- Discretion with information that would move markets or end careers
Education
- Juris Doctor from an ABA-accredited law school required
- Bachelor’s degree in any field; an MBA is useful at companies where the GC also holds a business role
Certifications
- Active bar admission in at least one U.S. state required, with in-house counsel registration in the headquarters state if the GC is not admitted there
- CIPP/US or CIPP/E for companies with significant privacy exposure
- IAPP Artificial Intelligence Governance Professional (AIGP) for companies that build or deploy AI products
Preferred Qualifications
- Prior experience as a general counsel, deputy general counsel, or the senior lawyer at a company of similar size
- Experience with private equity ownership, including portfolio company reporting and exit preparation
- Experience building a legal department from the first hires
- Experience writing and enforcing a company AI use policy
- Industry background matching the company
- Experience as corporate secretary for a board with independent directors
How Much Does a General Counsel Make?
Typical national range: $144,839 to $296,457, with a national average of $235,540. Salary data reviewed October 2026 by 4 Corner Resources.
General counsel salaries vary by experience, industry, organization size, and geography. Click below to explore salaries by local market.
The average national salary for a General Counsel is:
$235,540
Sample Job Description Templates for General Counsels
First General Counsel (Growth-Stage Company)
Position Overview
We are hiring our first General Counsel as the company passes 200 employees and prepares for a Series C financing. You will take over the legal matters the CEO and CFO have been managing through outside firms, build the contract, employment, and compliance foundations the company needs, and decide what to keep in-house and what to send out. The position reports to the CEO, sits on the executive team, and starts as a department of one.
Responsibilities
- Assess every open legal matter in the first 60 days and set priorities with the CEO
- Build commercial contract templates and an approval process in a contract lifecycle management tool such as Ironclad, so sales can move without a lawyer on every deal
- Set up employment policies, equity plan administration, and a compliance calendar
- Write the company’s AI use policy and approve the AI tools employees may use with company and customer data
- Manage the Series C financing with outside counsel, including diligence and investor documents
- Reduce outside counsel spend by moving routine work in-house
- Prepare board materials and serve as corporate secretary
Requirements
Hard skills
- Juris Doctor and active bar admission in any U.S. state
- 10 or more years of practice, including 3 or more years in-house at a venture-backed or growth company
- Experience with venture financing documents and equity plans
- Commercial contracting and employment law experience across several states
Soft skills
- Comfortable without staff, a budget history, or a predecessor’s files
- Practical about which risks a growing company can accept
- Builds trust with a founder who has made legal decisions alone for years
Education
- Juris Doctor from an ABA-accredited law school required
Preferred qualifications
- Prior experience as the first or only lawyer at a company
- Experience as a fractional general counsel for growth companies
General Counsel (Mid-Market, Private Equity Backed)
Position Overview
Our company, a private equity-backed services business with 1,200 employees and 14 locations, is seeking a General Counsel to lead a legal team of 3 attorneys and 2 paralegals. You will manage the legal side of add-on acquisitions, oversee litigation and employment matters across our locations, report to the board and the sponsor on legal risk, and prepare the company for an exit within 3 to 5 years. The role reports to the CEO.
Responsibilities
- Lead legal diligence, negotiation, and integration on 3 to 5 add-on acquisitions per year
- Review AI-assisted diligence summaries from outside counsel against the source documents on material issues
- Manage the company’s litigation docket and outside counsel panel within budget, using e-billing data to track spend by matter and firm
- Oversee employment matters across 14 locations with the CHRO
- Report quarterly to the board and the sponsor’s deal team on legal risk and open matters
- Manage the legal team and set their priorities and development plans
- Maintain the corporate records and credit agreement compliance the lenders require
Requirements
Hard skills
- Juris Doctor and active bar admission in this state, or in-house registration
- 12 or more years of practice, including 5 or more years in-house and prior general counsel or deputy general counsel experience
- M&A experience with lead responsibility on closed transactions
- Experience with private equity ownership and lender reporting
Soft skills
- Keeps deals moving while protecting the company from the terms that cause problems later
- Direct with a sponsor whose deal team wants a faster answer
- Develops a small team without taking their work back
Education
- Juris Doctor from an ABA-accredited law school required
Preferred qualifications
- Experience through a sale of a portfolio company
General Counsel and Corporate Secretary (Public Company)
Position Overview
We are seeking a General Counsel and Corporate Secretary for our NASDAQ-listed company. You will lead a legal and compliance department of 12, advise the board and its committees, oversee SEC reporting and disclosure with the CFO, and manage litigation, regulatory, and governance matters. The position reports to the CEO and works directly with the audit and compensation committees.
Responsibilities
- Advise the board and committees on fiduciary duties, governance, and disclosure, and manage board meeting preparation and minutes
- Oversee periodic SEC filings, proxy statements, and Section 16 compliance with the finance team
- Oversee cybersecurity incident disclosure on Form 8-K and annual cybersecurity governance disclosure with the CISO
- Advise the board on oversight of AI use and AI risk, and on related disclosures
- Direct the enterprise compliance program and the annual risk assessment
- Manage securities litigation, shareholder matters, and regulatory inquiries
- Lead the legal department’s budget, staffing, and outside counsel relationships
- Oversee insider trading policy, Regulation FD compliance, and executive compensation documentation
Requirements
Hard skills
- Juris Doctor and active bar admission in this state
- 15 or more years of practice, including public company in-house experience at the general counsel or deputy level
- Deep securities law and SEC reporting experience
- Experience serving as corporate secretary for a board with independent directors
Soft skills
- Trusted by independent directors as their advisor as well as management’s
- Precise in disclosures where a wrong word has legal consequences
- Leads a large department through delegation and standards
Education
- Juris Doctor from an ABA-accredited law school required
Preferred qualifications
- Experience through an IPO or a public company merger
Deputy General Counsel
Position Overview
We are hiring a Deputy General Counsel to lead the commercial and employment side of our legal department and to serve as the General Counsel’s second. You will manage 4 attorneys and 2 contract managers, own the company’s commercial contracting program, oversee employment matters, and step in for the General Counsel with the executive team when needed. The role reports to the General Counsel.
Responsibilities
- Manage the commercial legal team and the contract approval workflow in the CLM system for the sales and procurement organizations
- Oversee employment law matters, investigations, and agency charges with human resources
- Negotiate the company’s largest customer and vendor agreements personally
- Maintain the AI contract review playbooks in the CLM and spot-check AI-assisted redlines from the team
- Manage outside counsel on assigned litigation and report status to the General Counsel
- Develop the attorneys on the team and conduct their performance reviews
- Represent the legal department in executive meetings when the General Counsel is unavailable
Requirements
Hard skills
- Juris Doctor and active bar admission in this state, or in-house registration
- 10 or more years of practice, including 5 or more years in-house with management responsibility
- Deep commercial contracting and employment law experience
- Experience managing a team of attorneys and a contract workflow system
Soft skills
- Comfortable as the second in command, with the judgment to know which decisions to escalate
- Builds working relationships with the sales and HR leaders who use legal most
- Ready to step into the General Counsel role within 3 to 5 years
Education
- Juris Doctor from an ABA-accredited law school required
Preferred qualifications
- Experience in the company’s industry and its regulatory requirements