In a company where both CLO and GC are working together, the CLO is responsible for the legal strategy and reports directly to either the CEO or the board, whereas the GC manages the day-to-day running of the legal department. However, most companies will use just one position. Many companies use the terms interchangeably. A study by the ACC showed that there was no official or worldwide distinction between the roles, as they found there is no official definition for what each role encompasses, and this will depend on the company.
The lack of clarity can impact an in-house legal team, as choosing the right title will determine who reports to whom, who will attend executive meetings, arguments for increasing headcount, and what tools will be required within the department. Due to increased growth in legal departments, the distinction between the two roles is becoming increasingly unclear.
What is a Chief Legal Officer (CLO)?
The Chief Legal Officer will be the most senior legal role within your company and will sit within your executive team. It tends to be used by businesses that have an international presence or want to put emphasis on the strategic side of the role. They also like to include legal within their list of chief officers that report to the CEO. Recruiters at MLA Global also note that it is common to have a CLO if the other executives have ‘Chief’ titles to highlight that the legal lead is a senior role.
In practice, the CLO will spend more time dealing with enterprise issues, such as how new regulations impact the business, legal exposure in deals, and what should be reported to the Board. Often within smaller organizations, the CLO will take on the role of GC. Larger enterprises are more likely to separate these roles according to Cowen Partners, a legal Executive Search Firm.
CLO responsibilities
A CLO is typically responsible for:
- Providing strategic legal advice to the CEO and board of directors.
- Managing the compliance and risk management strategy across the enterprise and ensuring policies are in place to ensure legal compliance.
- Providing legal strategy for mergers & acquisitions, regulatory matters, and major transactions.
- Managing the legal budget.Â
- Reporting regularly to the CEO and board on significant legal risks and regulatory changes.
When companies create the CLO role
This role commonly comes into play where there is no longer one person managing the department and someone to provide an executive voice for legal. Usually, departments will have grown to around 20-30 lawyers, and corporate activity accelerates this. An IPO, private equity investment, or expansion into new countries means increased regulatory exposure and strategic transactions. Often the CLO role is created at this stage, according to Cowen Partners. The board will often also want someone on the C-suite to provide a legal voice.
What is a General Counsel (GC)?
The General Counsel is responsible for the legal function within the business. They will typically report to the CLO if there is a CLO role. If not, they usually report to the CEO. In some businesses, they may report to the CFO or another senior leader. The General Counsel often has an SVP or EVP role (not a C-level role). This is more common in smaller businesses.
The role itself does not necessarily indicate strategic influence. According to ACC, any GCs who advise on strategy and report directly to the CEO do not become a CLO. They have the same status in the room as a CLO would have.
General Counsel responsibilities
A GC typically covers:
- Managing the in-house legal team and its workload
- Drafting, negotiating, and reviewing contracts
- Overseeing litigation and the work of outside counsel, including managing outside counsel and outside counsel spend management
- Advising on employment law, intellectual property such as patents, trademarks, and copyrights, and regulatory compliance
- Handling the legal risks that come up day-to-day and giving proactive advice on reducing them
Reporting goes to the CLO if the company has one, and otherwise to the CEO or another senior executive.
When companies rely on a GC as the top legal officer
A GC as the single top lawyer works well when the department is small, usually under 15 to 20 attorneys, and the company has not reached the IPO or private equity stage. It also fits organizations where legal work is mostly operational: contracts, employment questions, and routine advice.
It is still the more common title. A 2026 ACC survey, as summarized by Sartori Global, found 55 percent of top lawyers using the GC title and 34 percent using CLO, up from 25 percent the year before. Respondents could report more than one title.
Chief Legal Officer vs. General Counsel: Side-by-Side Comparison
These are tendencies, not rules. Because companies define the titles differently, expect to find exceptions in any one organization.
| Dimension | Chief Legal Officer (CLO) | General Counsel (GC) |
|---|---|---|
| Role focus | Legal strategy, governance, and advice at the executive and board level | Day-to-day legal operations, contracts, litigation, and advice to the business |
| Reporting line | CEO or board of directors | CLO where one exists, otherwise the CEO; sometimes the CFO or another senior executive |
| Scope | All legal, compliance, and risk activity across the company, often including M&A and regulatory affairs | Running the legal department and handling specific matters such as cases, agreements, employment, and IP |
| Strategic involvement | Helps shape company strategy and works with the CFO, COO, and CMO on expansion, new markets, and product plans | Makes sure legal considerations are built into specific projects and decisions, and supports strategy more than it sets it |
| Board involvement | Regular reporting to the board on major legal risks, regulatory changes, and live matters | Varies: indirect through the CLO or CEO where a CLO exists, direct where the GC is the top lawyer |
| Compliance and risk | Oversees enterprise-wide compliance and risk programs and the policies behind them | Manages day-to-day legal risk and handles compliance issues as they arise |
| External relations | Represents the company in high-level negotiations and regulatory matters | Manages outside counsel and legal vendors, and deals with regulators on specific issues |
| Compensation | CLO-titled executives show higher median pay in public company filings, at larger companies (see the salary section) | Lower in the same filings; ACC pay surveys group GC and CLO as one job family |
| Common in | Large, global, or regulated companies, and businesses heading toward an IPO or private equity ownership | Small and mid-sized companies and operational legal teams |
| Typical team size | Often 30 or more lawyers | Under about 20 lawyers when the GC is the top lawyer |
Does your company need a CLO, a GC, or both?
For most organizations, having just one title will work. However, many recruit an individual who will give both answers. Having two senior roles within one department can be confusing and cause issues with accountability and perception of authority for the GC. There are some exceptions, though.
Companies that need only a GC
In situations where there are fewer than around 15-20 attorneys and the role is mainly operations-based, and you’re not being pushed by the board on regulatory exposure, then having just one senior legal leader will suffice. Whether you choose to call this person a GC or CLO is based on how you wish to portray the legal department.
Companies that need a CLO
Roles in regulated industries, departments with 30+ lawyers, and companies that have lots of M&A activity or challenging board governance will benefit from having a CLO. In financial services, the CLO title is more likely to be linked to enterprise risk management and compliance strategy.
Companies that need both
Sometimes in a company, when they get to around 30 lawyers in a department, and the case becomes stronger between 50-100+ lawyers, you can have both roles in place. There are also two other scenarios where this will happen.
The first is succession. If your department has 10 lawyers and your GC will be retiring in a year or two, bringing in an external candidate would allow the company to transition smoothly into the new head role.
The second is retention/merger: If your GC moves into a promotion to a CLO role, then you have a gap. If you merge with another company, you can have two strong legal leads. The 2019 Law.com report found that having dual roles is still pretty rare. They are mostly found in larger companies with billions of revenue. Tech companies are slightly more likely to have these roles due to data privacy and security.
If there are both roles in place, the responsibilities should be clearly defined. The CLO will remain very involved in the business, and the GC will be responsible for the legal function.
How the CLO and GC work together in a corporate legal department
Within a department with both roles, the GC is responsible for the legal function and will report to the CLO. They have responsibility for managing the workload, reviewing contracts, handling litigation, and managing external counsel. The CLO will have responsibility for the questions being put to the executive team and board. If decisions require escalation due to enterprise risk, regulator involvement, major transaction implications, or board-level consideration, then these will go up to the CLO. All other decisions will be handled by the GC.
However, in order for this to work well, both leaders must have access to the same information. The CLO needs to have a clear understanding of what matters are currently open, contract risk, and external spend without having to ask the GC. The GC needs to know what strategic priorities the CLO has so they can ensure their team is working to those priorities. This is where legal operations comes in. Having a shared process, data, and reporting means you are all speaking the same language.
A legal management platform for General Counsel and CLO teams supports both roles from the same data. Matter management ensures the GC has control of their workload. Contract lifecycle management ensures contracts can be easily searched and kept on track. And finally, legal spend visibility provides the CLO with everything they need for budget discussions with the CFO and board.
Chief Legal Officer vs. General Counsel Salary
There is no clean answer, because the main pay surveys do not separate the two. In the ACC and Empsight 2025 Law Department Compensation Survey (with 1,632 US respondents), General Counsel & Corporate Secretary / CLO was grouped as a single ‘job family’. There is no mention of any premium paid to someone in the CLO role, according to Sartori Global’s reading of the survey.
Public company filings do show a gap. Executives with a CLO title had a median total compensation of $5.54 million, against $4.06 million for those with a GC title. Median salary was much closer, at $671,000 for CLOs and $650,000 for GCs. The CLO group also sits at larger companies, with a median public float of $45 billion against $32 billion, so company size probably explains part of the difference.
Both roles are reflective of the overall company size, industry, whether they are public or private, turnover, and location, according to Cowen Partners. When assessing a benchmark, look at similar-sized companies within the same sector.
Moving from General Counsel to Chief Legal Officer
Many GCs move into a CLO role as their role grows. Cowen Partners notes that the creation of a CLO role typically occurs as the business moves into new markets, increases its regulatory responsibilities, or engages in strategic activity. Similarly, Taylor Root states that GCs typically move into a CLO role as they increase their influence over governance, risk, and strategic planning.
Changing the title will not really make a difference to the role, as many strategic GCs will never change their title. The following points are important:
- Clarify who your CLO will report to. If your CLO reports to the CEO or Board, then this is a different role than if the GC reports to the CFO.
- Will you need a separate GC? Typically, if you have 30+ lawyers in your department, you will need a CLO to manage the day-to-day.
- Agree in writing who the CLO can speak to on the Board and what budget powers they have.
- Update your organizational chart, external counsel letters and contacts with regulators.
How the titles are evolving
Following the introduction of the Sarbanes-Oxley Act of 2002, the title CLO gained traction within publicly traded companies. This is due to the rules around how attorneys should behave within the SEC, which require attorneys who have seen evidence of material violations to report to the Chief Legal Officer (or equivalent). This has meant that CLO is still more commonly used in the US. In 2015, ACC’s research found that corporate counsels in the US were more likely to bear the title of CLO.Â
Combined titles are now common, particularly in mid-size organizations. In many organizations, the CLO will also act as the GC, as highlighted by Cowen Partners. ACC’s own pay survey also groups them into one title. Some organizations do away with these roles entirely and just use the VP of Legal.
With changes in legal ops and tech, the two roles now have different responsibilities. Search firms now say that the CLO is the executive responsible for bringing the department up to date with Matter Management, Contract AI, and Workflow solutions. The CLO will often be responsible for new areas like AI Governance and Data Privacy. The GC is taking on more responsibility for the processes they support.
Frequently Asked Questions
Conclusion
The CLO is responsible for strategy and the relationship with the board. The GC is in charge of operations and implementation. Most companies will only need one of these two roles, with the right selection being the one that makes sense based on department size, regulatory risks, and expectations of the board from legal. In any case, detailing ownership for these roles will make decisions about org charts, headcount planning, and tools much more straightforward.
However, as legal departments continue to expand, documentation of responsibilities becomes only one of the challenges. CLOs will require clarity on the legal risks throughout the enterprise, legal spending, and strategic priorities. GCs, meanwhile, have to keep matters, contracts, team workloads, and outside counsel moving. Both jobs come down to the same thing: accurate information everyone can see. That’s where platforms like MatterSuite come in. They pull these activities into one place, so legal leaders get a better view of how the department runs and the facts they need to decide.
Previously published: August 21, 2024.
