Guide · For companies
The titles are not two jobs. General Counsel is still the majority label. Chief Legal Officer is a reporting line, a set of books and a board seat, or it is only a word.
A board that reprints the business card and leaves the reporting line, the books and the cash where they were has not hired a different officer.
A chief executive who asks for a chief legal officer, when the company already has a general counsel, is usually asking for a promotion in print. The Association of Corporate Counsel's 2026 Chief Legal Officers Survey does not support that promotion. Key findings published on 29 January 2026 cover 1,049 top legal officers in 43 countries and 20 industries. The survey was fielded from 10 September to 7 November 2025. On the title question, a respondent may select more than one title, so the shares below are not slices of a single pie.
General Counsel is still the label 55 percent use. Chief Legal Officer is the label 34 percent use, up from 25 percent in the 2025 survey. Across recent years the General Counsel designation has stayed in a 55 to 60 percent band. The January 2026 key findings still treat that 34 percent as the moment at which, for most organizations, the legal chief is a permanent member of the company's highest tier. Thirty-four percent is not most organizations. It is a minority label, on a question that lets the same person hold both, while General Counsel remains the label a majority still use.
That is the unflattering finding. The title traveled faster than the job, and the compensation survey legal departments use to set cash does not price the two labels apart. Sartori & Partners was founded in early 2017. The case studies count General Counsel and Chief Legal Officer searches as one set of 52, inside 400+ placements (230+ in-house). They do not publish a separate Chief Legal Officer count.
Compliance oversight and the corporate secretary function are measurable. A retitle is not.
The 2026 key findings put majority oversight of compliance at 64 percent and majority oversight of the corporate secretary function at 62 percent. Those are scope facts. They are not the same fact as holding the secretary title. The Society for Corporate Governance, restating the same survey on 26 February 2026, reports that 56 percent of top legal officers also hold the corporate secretary title or assume that role, not as assistant secretary, up from 50 percent in the 2025 report. Oversight of the function (62 percent) is wider than wearing the title (56 percent). A company can give the lawyer the secretary's work without giving anyone a new legal title, and it can print Chief Legal Officer on a lawyer who does not own the minutes, the conflicts register or the listing disclosures.
Seventy-four percent of respondents describe themselves as providing proactive strategic counsel. That is a self-report about how the work is done. It does not travel with the Chief Legal Officer title, and it is not a reason to change a General Counsel's card. The test a board can actually apply is narrower: does this seat hold compliance, the secretary book, or both, and can the person name the last matter they owned in each?
The compensation survey draws the scope line the title does not. Its job families, in the executive summary effective 1 March 2025, put "General Counsel - Single Lawyer" in one row and "General Counsel/Chief Legal Officer" in another. The second family's own survey title is "General Counsel & Corporate Secretary / CLO." ACC did not collect a Chief Legal Officer median and a General Counsel median and then hide one. It asked the question as one job. The split that moves cash is whether the lawyer is the only lawyer, or the officer over a function. A single-lawyer general counsel is the first of those. A chief legal officer, if the word means anything, is the second.
Use the survey for an offer. Use the proxy table only to see that a higher Chief Legal Officer total sits on a larger company.
For a cash offer, use the ACC and Empsight 2025 Law Department Compensation Survey, United States, 1,632 respondents, data effective 1 March 2025. Median base salary for the General Counsel/Chief Legal Officer family is $330,000. Median total cash is $410,000. Median total target direct compensation, which adds target short-term and long-term incentives to base, is $503,000. The single-lawyer general counsel row is lower on every measure: median base $234,000, median total cash $255,000, median total target direct compensation $280,000. Deputy general counsel sits between them on total target direct compensation, at $424,000, on a median base of $280,000 and median total cash of $368,000. Promoting a deputy into a grouped GC/CLO seat is a step from $424,000 to $503,000 on that survey. Retitling a general counsel as chief legal officer, inside the same family, is not a step the survey records.
| Survey family | Median base | Median total cash | Median total target direct |
|---|---|---|---|
| General Counsel — single lawyer | $234,000 | $255,000 | $280,000 |
| General Counsel / Chief Legal Officer | $330,000 | $410,000 | $503,000 |
| Deputy General Counsel | $280,000 | $368,000 | $424,000 |
The GC/CLO family is the survey title “General Counsel & Corporate Secretary / CLO.” It is not a Chief Legal Officer premium over a General Counsel.
Source: ACC / Empsight 2025 Law Department Compensation Survey, Executive Summary.
Proxy-disclosed pay is a different series, and it should stay in its lane. Sartori & Partners' reading of SEC proxy statements for the 2026 proxy season, proxies filed from 2 October 2025 to 25 September 2026, covers 236 full-year sitting legal chiefs who are named executive officers at the largest US-listed companies. Median total compensation for that group is $4.76m. Split by the title printed in the filing, Chief Legal Officer rows (122) have a median total of $5.54m and General Counsel rows (114) have a median total of $4.06m. Median salary is $671k against $650k. The Chief Legal Officer group also sits at larger companies: median public float $45bn against $32bn. A dual title that contains "Chief Legal" is counted with the Chief Legal Officer rows. The filings therefore cannot separate the word from the size of the company. Do not turn $5.54m, or the combined $4.76m, into a cash offer for a growth-stage general counsel. The cash offer is the survey row that matches the bench.
The full company-level table, with each filing linked, is General Counsel Pay at the Largest US-Listed Companies. Stage bands below that large-cap tier are on the general counsel salary guide. Neither page is a reason to pay more because the offer letter says Chief Legal Officer.
Eighty-four percent report to the chief executive. The interesting group is everyone who does not.
Worldwide, 84 percent of the 2026 respondents report directly to the chief executive. In the United States the share is 87 percent, as restated by the Society for Corporate Governance on 26 February 2026. That is the reporting line a board should write down before it argues about titles. A general counsel who reports to the CEO and a chief legal officer who reports to the CEO are the same seat with different stationery.
Among respondents who do not report to the CEO, the chief financial officer is the most common alternative, at 42 percent in the 2026 survey. The Columbia Law School Blue Sky Blog, on 27 February 2026, flagged that line as a problem for the legal function: compliance cost and budget control sit with the person the lawyer would have to contradict. Agree or not, the organizational fact is simple. A lawyer who reports to the CFO should not be retitled Chief Legal Officer to look like the 84 percent. Change the line, or keep General Counsel and be accurate.
The same non-CEO group shows where a second "chief" title goes wrong. The share reporting to the chief legal officer of a holding company or parent rose from 4 percent in 2024 to 12 percent in 2026. That is a subsidiary or operating-company lawyer under a group legal chief. Calling both of them Chief Legal Officer makes the org chart unreadable. The operating seat is a general counsel, a head of legal, or a deputy. The group seat can be the chief legal officer, if the other conditions on this page are met.
Board access is the other half of reporting. Seventy-nine percent almost always attend board meetings. A dual, direct reporting relationship with the board has stayed between 52 and 54 percent for several years. Attendance is not the same thing as a reporting line to the board, and neither is conferred by a title. If independent directors meet the lawyer only when management puts a filtered memo in the board book, the company does not have the seat ACC's 79 percent are describing, whatever the card says. Direct access is a director question. It belongs in the succession scorecard, not in a branding exercise.
Part 205 attaches to the principal legal officer, whatever the title. Printing Chief Legal Officer does not create the duty, and skipping it does not avoid the duty.
Section 307 of the Sarbanes-Oxley Act, 15 U.S.C. 7245, instructed the Securities and Exchange Commission to require an attorney appearing and practicing before the Commission to report evidence of a material violation to the chief legal counsel or the chief executive officer of the company, or the equivalent. The rule that followed, 17 CFR Part 205, effective 5 August 2003, uses "chief legal officer (or the equivalent thereof)." Under 17 CFR 205.3(b)(1), the report goes to that officer, or to that officer and the chief executive, forthwith. Under 17 CFR 205.4(a), the issuer's chief legal officer, or the equivalent, is a supervisory attorney.
The parenthetical is the point. Equivalent means the person who does the job. At an SEC-reporting issuer, that person is usually the general counsel. A company that has never used the Chief Legal Officer title is not out of compliance with Part 205, and a company that adopts the title on Monday has not acquired a new legal status on Tuesday. Up-the-ladder reporting, the inquiry into a material violation, and the path to the audit committee or the board are duties of the function. They should be in the scorecard because they are the work, not because a title will summon them.
The same caution applies outside the United States, where Part 205 does not run. The Europe supplement to the 2026 ACC survey finds the Chief Legal Officer title at 21 percent, against 34 percent in the global sample, and the group general counsel title at 17 percent, against 4 percent globally. A European group that needs one legal officer over several operating companies is describing a group general counsel more often than a chief legal officer. Importing the US stationery does not create the reporting line.
Four facts, in the letter, before the title is printed. If any one of them is false, the title is General Counsel.
Title the seat Chief Legal Officer only when all four of the following are already true. First, the lawyer reports to the chief executive. Not to the CFO, not to the COO, and not "to the CEO, dotted to the CFO" in a way that leaves budget and performance with finance. The 84 percent line is the line. The 42 percent CFO line is the line to refuse.
Second, the seat holds enterprise scope. Majority oversight of compliance, of the corporate secretary function, or of both. The 2026 shares are 64 percent and 62 percent. If those books sit with other officers, Chief Legal Officer overclaims. A general counsel who runs commercial contracts, disputes and the outside panel is a general counsel. That is a real job. It is not enlarged by a longer title.
Third, board attendance is standing. The pattern in the survey is the 79 percent who almost always attend, not an open invitation. Directors should be able to hear bad news without management editing it first. If the board has not agreed to that, do not advertise it with a title.
Fourth, the company is past a single lawyer, and it is not a subsidiary parked under a parent legal chief. The survey's own pay table separates the single-lawyer general counsel, at a $234,000 median base, from the grouped GC/CLO seat, at a $330,000 median base. A first legal hire who still does commercial work and privacy is a general counsel. A second Chief Legal Officer under a parent Chief Legal Officer collides with the reporting line that rose from 4 percent to 12 percent of non-CEO reporters. One chief. Everyone else gets a title that says who they report to.
Named in the letter: the chief executive. A CFO line stops the CLO title.
Compliance, the corporate secretary function, or both. If neither, the title is General Counsel.
Standing attendance, agreed by the directors, not a hope that the title will produce it.
Past one lawyer. Not a subsidiary under an existing chief legal officer.
Print Chief Legal Officer only after the four facts are signed. Then map the field.
Both files are inside the same 52 GC and CLO searches. Neither was a retitle project.
A NASDAQ-listed medtech company in Boston needed a successor to a sitting general counsel who was still in post. The search was briefed, run and filled as a general counsel succession. Listed medtech legal departments typically run eight to twenty lawyers, so this was not a single-lawyer company reaching for a grander card. A shortlist of four reached the board on day 24. The accepted offer closed in week 11. The 12-month retention checkpoint held. The file is one of 52 GC and CLO searches since 2017. The published clock for that set is a shortlist in 24 days and an accepted offer in 11 weeks median, with a range of 8 to 16 weeks. The Boston offer sat on that 11-week median, and the title on the mandate was General Counsel.
A venture-backed SaaS company in California hired its first general counsel, not a chief legal officer. At Series B to C the median in-house bench is one lawyer. The first draft of the job description read like a listed-company department. That draft would have hired the wrong person, or hired nobody. The shortlist arrived on day 24. The accepted offer closed in week 10, inside the same 8 to 16 week range. The hire was still in post at 24 months. The seat was commercial counsel, privacy and the board, in one person. Calling that person Chief Legal Officer would have described a department the company did not have.
Timeline: One of 52 GC and CLO searches since 2017
Timeline: Same 52 GC and CLO searches; range 8 to 16 weeks
The shortlist arrived in just over three weeks and every name could already sit with our board. The person we hired is still in post two years later.
The retained search does not change because the scorecard says chief legal officer. The scorecard changes, or the word comes off.
Sartori & Partners runs General Counsel and Chief Legal Officer mandates as one retained search. The published record is 52 files since 2017, a shortlist in 24 days, an accepted offer in 11 weeks median, range 8 to 16 weeks, inside 400+ placements (230+ in-house). There is no second clock for the longer title. The general counsel search is that mandate: a letter first, then a map of people who already sit in comparable seats. A first hire uses the first general counsel brief. A sitting officer uses general counsel succession. The parent desk is in-house counsel recruiting.
The commercial terms do not move with the title either. On a retained GC or CLO search the fee is 25 to 30 percent of total first-year compensation, and 30 percent of that fee is paid as a retainer at engagement. The replacement window is 12 months. The client's legal department is off limits for 24 months after the mandate. Those terms are written in in-house search fees, guarantee and off-limits, and they are the terms on the California file. The week-by-week method is how to run a general counsel search.
For a sitting lawyer reading this as a candidate, the same four facts are the test in reverse. A move that changes General Counsel to Chief Legal Officer, and changes nothing else, is a word. A move that keeps the General Counsel title and adds the CEO line, the secretary book and standing board attendance is a larger job. Take the job. Do not hold out for the stationery. If the company you are leaving is about to retitle you without the line and the books, ask which of the four facts will be true on the Monday after the announcement. A confidential conversation is twenty minutes, on the same terms a board uses.
Chief legal officer vs general counsel is a title difference, not a separate profession. In the Association of Corporate Counsel's 2026 survey of 1,049 top legal officers, fielded from 10 September to 7 November 2025, 55 percent still use General Counsel and 34 percent use Chief Legal Officer, up from 25 percent in 2025. The title question allows more than one answer, so those shares overlap. Scope, reporting line and board access are what change the job. The general counsel search is briefed on those facts, not on the word.
Not as a separate cash band. The ACC and Empsight 2025 Law Department Compensation Survey, effective 1 March 2025, with 1,632 respondents in the United States, prices one family, General Counsel/Chief Legal Officer: median base $330,000, median total cash $410,000, median total target direct compensation $503,000. A single-lawyer general counsel is a different row: median base $234,000, median total cash $255,000, median total target direct compensation $280,000. In 2026 proxy statements, Chief Legal Officer titles show a median total of $5.54m (122 full-year rows) against $4.06m for General Counsel titles (114), but those Chief Legal Officer companies have a larger median public float, $45bn against $32bn, so the filings do not separate title from size. Do not blend the survey cash with the proxy total.
The chief executive, if the company is going to use either title as an executive seat. Worldwide, 84 percent of respondents in the 2026 ACC survey report to the CEO; in the United States the share is 87 percent. Among those who do not, 42 percent report to the CFO. A direct report to the CFO is a reason to keep the title General Counsel, or to change the line, not a reason to print Chief Legal Officer. Seventy-nine percent almost always attend board meetings. A dual, direct reporting relationship with the board has sat between 52 and 54 percent for several years.
When four facts are already true: the lawyer reports to the CEO, the seat has majority oversight of compliance or of the corporate secretary function (64 percent and 62 percent of ACC's 2026 respondents), board attendance is standing, and the company is past a single in-house lawyer. A first legal hire is a general counsel. A subsidiary that reports to a parent legal chief should not take a second Chief Legal Officer title: among respondents who do not report to the CEO, that parent line rose from 4 percent in 2024 to 12 percent in 2026. In Europe the Chief Legal Officer title is 21 percent, against 34 percent globally, and group general counsel is 17 percent, against 4 percent globally.
No. Section 307 of the Sarbanes-Oxley Act, 15 U.S.C. 7245, tells the attorney to report evidence of a material violation to the chief legal counsel or the chief executive officer, or the equivalent. The implementing rule, 17 CFR 205.3(b)(1), effective 5 August 2003, says chief legal officer or the equivalent. 17 CFR 205.4(a) makes that officer a supervisory attorney. The duty follows the function. A general counsel of an SEC-reporting issuer already holds it.
The published case studies count them as one set. Across 52 GC and CLO searches since 2017, inside 400+ placements (230+ in-house), the shortlist arrives in 24 days and the accepted offer in 11 weeks median, range 8 to 16 weeks. A NASDAQ-listed medtech in Boston took a shortlist of four on day 24 and an accepted offer in week 11. A venture-backed SaaS company in California hired its first general counsel with a shortlist on day 24 and an accepted offer in week 10. The method is how to run a general counsel search. The fee is 25 to 30 percent of total first-year compensation, with 30 percent of the fee paid as a retainer.
Title, reporting line and scope are the 2026 ACC survey. Cash is ACC and Empsight, unblended with proxy totals. The statute is Part 205. The two files are published case studies.
ACC 2026 is 1,049 top legal officers in 43 countries and 20 industries, fielded 10 September to 7 November 2025; key findings published 29 January 2026. The title question allows more than one answer. ACC/Empsight 2025 is effective 1 March 2025, 1,632 US respondents. Proxy totals are grant-date value for 236 full-year named-executive legal chiefs, 2026 proxy season, and are not cash offers. Search clocks are the published case studies: 52 GC and CLO searches since 2017.
This page is the title decision. The neighbouring pages are how the search runs, and what the board should test once the title is no longer the argument.
The retained method once the title is settled: Mandate Blueprint, a mapped field, a shortlist in 24 days, an accepted offer in 11 weeks median.
Read the search methodRetained search for a general counsel or chief legal officer. The scorecard names the reporting line and the books before anyone is called.
Brief a general counsel searchThe succession scorecard: board access, the compliance book, the secretary book, and the regulator that actually reaches this company.
Read the scorecardAlso on the company path: promote the deputy or hire a new general counsel, hiring your first general counsel, the Boston medtech succession, and the California first general counsel. Firm background is on about. The market map is on research. To brief: contact the corporate desk.
For boards and chief executives
A retained general counsel or chief legal officer search. Reporting line, books and board access written down before anyone is called. Shortlist in 24 days, across 52 GC and CLO searches since 2017.
