The Three Levels of General Counsel: Why Salaries Vary

Even the strongest in-house lawyers do not know everything. We juggle strategy, risk, people, contracts, compliance, and the business itself. Building trusted relationships with the right outside counsel is one of the smartest things we can do. ⚖️🫱🏻🫲🏻 Great outside counsel do more than deliver answers. They teach. They spot what you might miss. They help you move faster and protect the business without draining internal bandwidth. Sometimes they even become mentors who guide and inspire how you grow as a lawyer and leader over the course of your career. Legal is often seen as a cost center, and outside counsel spend can be misunderstood, partly because people assume that if you have in-house legal, the attorney(s) should handle everything. 🤦🏻♀️ But no other executive works that way. Finance leaders use outside auditors and tax specialists. HR leaders bring in employment experts. Operations leaders hire consultants. Strong legal departments do the same, and there should be no stigma in that. The best legal departments, the ones that protect the company and help it grow, build strong and intentional relationships with the right outside counsel. It is not about outsourcing everything. It is about knowing when to pull them in, why, and how to use that partnership to make the whole legal function stronger. 💪🏻 To my outside counsel partners: thank you for making me a better lawyer and for helping me serve my clients well. I would not be the legal executive leader I am today without you. 🙏🏻🫶🏻 #FractionalGC #LegalLeadership #OutsideCounsel #LegalPartnership #CubanitaGC

My approach to 𝗺𝗮𝗻𝗮𝗴𝗶𝗻𝗴 𝗼𝘂𝘁𝘀𝗶𝗱𝗲 𝗰𝗼𝘂𝗻𝘀𝗲𝗹 is built on several interdependent pillars, ensuring our external legal spend delivers maximum 𝘃𝗮𝗹𝘂𝗲 and predictable results. It moves the relationship beyond a transactional one to a true strategic 𝗽𝗮𝗿𝘁𝗻𝗲𝗿𝘀𝗵𝗶𝗽. First, the process begins with 𝗦𝘁𝗿𝗮𝘁𝗲𝗴𝗶𝗰 𝗦𝗲𝗹𝗲𝗰𝘁𝗶𝗼𝗻 𝗮𝗻𝗱 𝗘𝗻𝗴𝗮𝗴𝗲𝗺𝗲𝗻𝘁. We use a 𝗱𝗮𝘁𝗮-𝗱𝗿𝗶𝘃𝗲𝗻 approach, rigorously vetting firms for specific 𝗲𝘅𝗽𝗲𝗿𝘁𝗶𝘀𝗲 and past performance, not just reputation. The key here is establishing crystal-clear expectations through comprehensive 𝗢𝘂𝘁𝘀𝗶𝗱𝗲 𝗖𝗼𝘂𝗻𝘀𝗲𝗹 𝗚𝘂𝗶𝗱𝗲𝗹𝗶𝗻𝗲𝘀 (𝗢𝗖𝗚𝘀). These documents define everything from acceptable 𝘀𝘁𝗮𝗳𝗳𝗶𝗻𝗴 𝗹𝗲𝘃𝗲𝗹𝘀 to explicit rules on non-billable expenses. Second is our focus on 𝗖𝗼𝘀𝘁 𝗖𝗼𝗻𝘁𝗿𝗼𝗹 𝗮𝗻𝗱 𝗣𝗹𝗮𝗻𝗻𝗶𝗻𝗴. I insist on implementing 𝗔𝗹𝘁𝗲𝗿𝗻𝗮𝘁𝗶𝘃𝗲 𝗙𝗲𝗲 𝗔𝗿𝗿𝗮𝗻𝗴𝗲𝗺𝗲𝗻𝘁𝘀 (𝗔𝗙𝗔𝘀) whenever possible, aligning the firm’s incentives with our successful outcomes, not just hours logged. Every new matter requires a detailed, phase-based 𝗯𝘂𝗱𝗴𝗲𝘁 and an action plan that ties the legal strategy directly to our company’s 𝗯𝘂𝘀𝗶𝗻𝗲𝘀𝘀 𝗼𝗯𝗷𝗲𝗰𝘁𝗶𝘃𝗲𝘀. Finally, we prioritize continuous 𝗢𝘃𝗲𝗿𝘀𝗶𝗴𝗵𝘁 𝗮𝗻𝗱 𝗖𝗼𝗺𝗺𝘂𝗻𝗶𝗰𝗮𝘁𝗶𝗼𝗻. We treat our firms as an extension of the in-house team, requiring proactive, concise advice that offers solutions. Crucially, we enforce compliance through consistent 𝗶𝗻𝘃𝗼𝗶𝗰𝗲 𝗿𝗲𝘃𝗶𝗲𝘄 (often via eBilling systems) and utilize formal 𝗽𝗲𝗿𝗳𝗼𝗿𝗺𝗮𝗻𝗰𝗲 𝗲𝘃𝗮𝗹𝘂𝗮𝘁𝗶𝗼𝗻𝘀 to ensure the value proposition is being met, driving continuous improvement in the partnership. #legal #management #inhouse

It always amazes me how two simple words, "will" and "shall", can completely change the meaning of a contract. Many times, I've seen agreements where these words are used interchangeably. Some clauses say "The Company will pay…" while others say "The Company shall pay…", without realizing that one expresses future intent, and the other creates a binding obligation. The distinction is: "Shall" = mandatory obligation. It means the party must do something. Example: "The Service Provider shall deliver the report within 10 days." "Will" = indicates future action or intention, but not necessarily a legal duty. Example: "The Service Provider will deliver the report within 10 days." (sounds softer, more like a plan than an obligation) In negotiations, this difference can decide whether a clause is enforceable or merely aspirational. Contracts are not about complicated language, they're about precise language. One misplaced word can shift an obligation into an option. So next time before signing, pause and check: Did you mean they will… or they shall? #Contracts #CorporateLaw #LegalAdvisory #Drafting #RiskManagement #BusinessLaw #Governance #LegalInsights

When most people hear “secretary,” they imagine someone taking notes or scheduling meetings. The reality? The company secretary is the backbone of compliance and accountability in corporate governance. The secretary ensures the company follows the law, files tax and annual returns, maintains statutory registers, and ensures legally sound decisions from the board. The secretary guides directors on governance, ethics, and regulatory obligations. They are the bridge in communication between shareholders, regulators, and the board. They know what was decided, why it was decided, and how it should be implemented. In high-performing organizations, the secretary is not just a compliance officer but a strategic voice. They help shape policies, ensure transparency, and safeguard the company’s reputation. This role is enshrined in the Companies Act in the UK, and the Nigerian Companies and Allied Matters Act 2020 mandates every public company to have a qualified secretary. Company secretaries are the unsung heroes of corporate governance, ensuring the ship of business sails legally, ethically, and sustainably. Whenever you see a company running smoothly, celebrate the excellent company secretary working behind the scenes.

⚖️ 1. Executive Director An executive director is a member of the board who also has management responsibilities in the company. They are involved in day-to-day operations and often hold titles such as Managing Director, Finance Director, or CEO. Legal Position An executive director is both a board member (a director under the Companies Act 2006) and an employee of the company. Therefore, they have dual status they owe fiduciary duties as a director and contractual duties as an employee under their employment contract. Authority They have actual authority (under their service contract or the board’s delegation) to act on behalf of the company. They may also have apparent (ostensible) authority to bind the company in matters relating to their usual role. Example: A Finance Director can validly sign financial documents because it is within the ordinary scope of their authority. ⚖️ 2. Non-Executive Director (NED) A non-executive director is a board member without executive or managerial responsibilities. They do not take part in daily operations but contribute through independent oversight, advice, and strategic direction. Legal Position Legal Status: A non-executive director is a director under law (Companies Act 2006, s.250), even though not an employee. They have the same legal duties and responsibilities as executive directors including.Codified in S 171 to 181 of the CA 2006 Authority NEDs generally do not have executive authority to act or bind the company in transactions. Their authority is limited to board-level decisions and oversight functions. However, they can still be liable if they fail to monitor management properly or neglect their fiduciary duties. #corporatelaw #businesslaw #legaladvice #uklaw #Companylaw #Corporatelawyer

The reality of a "hands-on" GC. If you’ve ever read a job description for a General Counsel role in a private equity-backed company, you’ve probably come across a phrase like this: “We’re looking for a hands-on GC who can roll up their sleeves.” Spoiler alert: That’s not just recruiter-speak. It’s real—and it’s not for the faint of heart. In a PE-backed environment, especially in the middle-market, the General Counsel doesn’t just advise the business—they are the business. One hour you’re negotiating a key commercial agreement, the next you’re troubleshooting a compliance issue, and by lunch you’re advising the CEO on litigation strategy, HR matters, or M&A diligence. There’s no ivory tower. No deep bench of junior attorneys or legal ops specialists. The GC is often a department of one (or one and a half), especially in the early stages post-acquisition. Private equity firms expect efficiency, results, and clear-eyed risk assessment. You need to be as comfortable reviewing a contract in Word as you are presenting risk exposure to a board room full of investors. There’s little appetite for academic legal theory—you must turn ambiguity into action, and you have to do it fast. The best GCs in these environments operate like mini-CEOs of the legal function. You have to think strategically—how can we scale? How do we protect enterprise value?—while executing tactically, every single day. When legal decisions can impact valuation, you have to be tightly aligned with the CFO, COO, and most critically, the CEO. You’re not just a lawyer—you’re a commercial advisor and a trusted voice in the C-suite. Cost control is also non-negotiable. You will manage outside counsel with the precision of a CFO. Every hour billed, every discovery request, every settlement negotiation carries weight. PE sponsors are acutely aware of spend—and they expect GCs to drive results without runaway budgets. Is it intense? Absolutely. But it’s also one of the most rewarding roles a legal professional can take on. You’re embedded in the business. You influence strategy. You solve real problems. You’re often the adult in the room when things get messy, and the anchor when things get unclear. Most importantly, you grow—fast. In no other legal role are you given this much responsibility, visibility, and influence so quickly. It’s trial by fire, yes—but the kind that forges strong, pragmatic, commercially-minded legal leaders. ***Final Thought*** Being a hands-on GC in a PE-backed company isn’t about prestige—it’s about grit. It’s about knowing when to escalate and when to make the call. It’s about being the calm in the storm and the one who gets things done—smartly, ethically, and decisively. If you're a legal professional considering this path, know this: the learning curve is steep, but the view from the top is absolutely worth it.

💼 Why Your “One-Person Legal Department” Isn’t Saving You Money — It’s Borrowing Risk Many companies treat Legal like a utility — one person, one inbox, endless tasks. On paper, it looks efficient. In practice, it’s a silent liability. Your solo counsel reviews contracts, fields compliance issues, manages disputes, and answers “quick questions” all day long. But what happens when that person gets sick, burns out, or leaves? 💣 Knowledge walks out the door. 📉 Contracts stall. ⚠️ Risks go unmonitored. 🕰️ Deals slow down. Legal isn’t supposed to be a single point of failure. When it is, every Board member and investor should recognize that you’re not saving costs—you’re accumulating operational debt. Smart companies invest in structure:    •   A trained legal operations function.    •   Documented processes and delegation frameworks.    •   Outside counsel support used strategically—not reactively.    •   Systems that align Legal with Finance, Compliance, and Operations. Because one person cannot protect an entire business from itself. ➡️ Follow ➡️ Connect ➡️ Comment ➡️ Refer ➡️ DM to inquire further #CARMA #DealDoctor #Governance #LegalOps #Compliance #RiskManagement #InHouseCounsel #Leadership

Too often, I've seen businesses treat legal as an afterthought: 👉 Finance teams drafting contracts to "save cost." 👉 HR writing policies without legal oversight because "we know enough." 👉 A lone in-house lawyer reporting to a CFO or admin head, supervised by someone with no legal background. And the reasoning? "We've been doing it this way for years." Until… something goes wrong. A dispute arises, a compliance deadline is missed, or a clause backfires. That's when legal suddenly becomes urgent, not because it was valued, but because it’s needed to fix the fallout. The truth is, legal isn't just paperwork. It's a profession built on judgment, experience, and foresight. Just like finance has accountants and HR has specialists, there's a reason lawyers exist, to see risks others don't, and to prevent issues before they snowball. Treating legal as a "cost-saving DIY exercise" usually ends up costing more. Legal shouldn’t report to finance or admin as a checkbox, it should have a seat at the table as a true business enabler. Because by the time it reaches "fix this now," the damage is already done. #LegalAdvisory #CorporateLaw #BusinessRisk #Leadership #Governance #InHouseCounsel #FractionallegalCounsel #LawFirm #Consulting #CorporateLawyer

🚫 The Prefix “M/s” – A Small Habit, A Big Legal Misstep Have you ever noticed how often we prefix company names with “M/s” (Messrs) in letters, contracts, or legal documents? For decades, it’s been a reflex — something we type almost automatically. But did you know that the Hon’ble Bombay High Court, through a 2017 circular (G-176/2017), officially clarified that this usage is incorrect when referring to companies? ⚖️ What the Circular Says The circular, based on observations by Hon’ble Justice G.S. Patel, states that: > “For companies — both private limited and public — practitioners are habituated to affixing the abbreviation ‘M/s’ before the name of the entity, which is completely incorrect.” It further adds that the prefix “M/s” should only be used for firms (proprietorships or partnerships) — never for companies, LLPs, or incorporated entities. ✅ A company is a legal person, not a firm. ✅ “M/s” means “Messrs,” implying multiple partners. ✅ Misuse causes errors in certified copies, filings, and court orders. 💡 Why It Matters These small details shape your professional credibility. In corporate governance, accuracy in naming signals compliance, clarity, and attention to detail — traits that define strong financial and legal management. For example: ❌ Wrong: M/s ABC Technologies Pvt. Ltd. ✅ Correct: ABC Technologies Pvt. Ltd. 🏛️ Beyond Grammar – About Governance This correction isn’t just linguistic — it’s about aligning with legal and documentation standards. Whether you’re in Finance, Audit, Legal, or Risk, consistent corporate naming is part of professional discipline. Let’s spread awareness so that precision becomes our habit, not just an exception. ✍️ Your Thoughts Do you still see “M/s” used in your company or supplier documents? Should we update our templates and habits, or stick to tradition? Comment below 👇 Let’s make professional communication sharper, cleaner, and legally correct — one. “M/s” at a time. -Legal Awareness -Corporate Governance -Compliance -Finance -Audit -Professional Writing -Business Etiquette -Learning Everyday -Risk And Compliance -Leadership -Law -Corporate Identity -Knowledge Sharing

The “Golden Handcuffs” – or how to make Management Packages work? 🎯 “Golden handcuffs” sound glamorous, but are they really an incentive for companies and executives? Or just a fancy way to say, “We’ll pay you to stay… but good luck leaving!” 😅 📌 Insight: Management packages are a powerful tool to attract, motivate, and retain top talent. But beware: poorly structured packages can lead to legal headaches, tax surprises, or even resentment if executives feel “trapped.” ⚖️ Legal Tip: In France, management packages must comply with labor law, tax regulations, and corporate governance rules. For example: *Stock options vs. free shares: Tax treatment differs—don’t let your CFO discover this during an audit! *Non-compete clauses: If you include them, make sure they’re reasonable (and enforceable). *Performance conditions: Clear KPIs avoid disputes (and awkward boardroom moments). 💡 Food for Thought: Would you rather have a star executive who stays because they love the company… or because their golden parachute hasn’t fully vested? 🪂 👉 Your Turn: Have you seen management packages backfire? Or do you have a success story to share? Let’s discuss in the comments! ------- 🙋♀️ Hi, I’m a Business Lawyer and Accredited Negotiator, native English speaker, helping companies demystify French labor law and feel comfortable with French HR. If that’s relevant to you, feel free to DM me.