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“No one else but the general counsel …”

A perspicacious article in the Harvard Business Review, written by David Nadler of Mercer Delta Consulting (Sept. 2005 at 69), explored the tensions of being the trusted advisor of CEOs. It listed some of the distinctions that make the CEO’s job like no one else’s in a company. Let me paraphrase and apply the distinctions to general counsel:

“No one else in the [law department] is so starved for unbiased information.” Direct reports to a general counsel manage up; everyone tries to muffle bad news; no one is completely honest with a powerful general counsel.

“No one else so needs to hear hard truths.” If the general counsel can’t get the complete, unvarnished picture, the company and the department are running down a dark, dark tunnel.

“No one else is such a lightening rod for criticism.” If legal costs soar, if the appeals court refuses to reverse, if the patent doesn’t hold up, if the deal collapses, guess who ends up with the Queen of Spades?

“No one else is the final arbiter in so many vital [legal] decisions and, consequently, so vulnerable to self doubt.” I am reminded of the papal disclaimer: “I’m not final because I’m infallible, I’m infallible because I’m final.”

It’s tough being lonely at the top.

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