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The “general counsel” of a division or subsidiary doesn’t deal with some of a company’s toughest legal issues

Not uncommonly, large law departments grant the title “general counsel” to a senior lawyer who has responsibility for the legal issues of a major subsidiary, division, region, or operating group: General Counsel EMEA, General Counsel, Power Operations, General Counsel North American Enterprise Group. That lawyer serves as the top lawyer for the group, quite often with a large staff reporting up, close involvement with the executives of the group, and immense responsibilities (See my posts of April 16, 2006 on solo GCs’ stress compared to Deputy GCs’ stress.; and of Oct. 14, 2005 on single points of contact.).

Even so, Marc Gary, BellSouth’s former general counsel, makes the point in Corp. Counsel, April 2007 at 19, that a lot of truly general counsel work is not done by such a titular general counsel. “You’re not advising the board of directors or most of the members of senior management. And you’re no longer focused on some of the most interesting legal issues, such as in the securities area, corporate governance with [SOX], and executive compensation.” For these reasons, some general counsel oppose diluting the title of general counsel since the potential anointee has responsibility for much less than the full gamut of legal challenges.

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