Guide · For companies

General counsel job description.

Must-haves, nice-to-haves, and the scope that changes with company size. A copied listed-company draft describes a department this company does not have.

Brief a search General counsel search

Lorenzo Sartori — Founder, Sartori & Partners Published September 30, 2026 — What a general counsel job description must state, by company size, before a search starts

A general counsel job description states the reporting line, the books the officer owns, and the team the company already funds. In the 2026 ACC Chief Legal Officers Survey, published 29 January 2026, 84 percent of 1,049 respondents report to the chief executive, 79 percent almost always attend board meetings, and 62 percent hold majority oversight of the corporate secretary function. Across 52 general counsel and chief legal officer searches since 2017, the shortlist arrives in 24 days. A venture-backed SaaS company in California hired its first general counsel in week 10 after discarding a listed-company draft.

01 For founders, HR, and boards

A general counsel job description is a filter, not a hire.

It names the line, the books, and the bench that exists. It does not hire the officer, and the public headcount tables will flatter a company that pastes them in.

A general counsel job description is the scorecard a chief executive and a board can defend before anyone is called. It states who the officer reports to, which books travel with the seat, how many lawyers the company employs today, and what the work of the year ahead actually is. Adjectives are not a scorecard. “Strategic business partner” is not a reporting line.

The unflattering finding is that the draft usually describes a different company, and that cleaning the sentences does not produce a general counsel. Public headcount benchmarks are large-department censuses. A first-hire company that pastes one in has written a job it will not fund. On the file where we watched this happen, rewriting the draft still left the hire to a search.

Must state: Reporting line, books that travel with the seat, lawyer count today, the work of the year ahead, base and bonus for this stage
Must not state: A department the company does not fund, a large-cap total-pay figure as cash, or a public posting while the incumbent sits
ACC, 29 January 2026: 1,049 chief legal officers, 43 countries, 20 industries. 84 percent report to the CEO. 79 percent almost always attend board meetings. 62 percent hold majority oversight of the corporate secretary function.
Searches: 52 general counsel and chief legal officer files inside 400+ placements since 2017 (230+ in-house). Shortlist in 24 days. Median accepted offer in 11 weeks, range 8 to 16.
Worked file: Venture-backed SaaS, California. Listed-company draft discarded. Shortlist on day 24. Accepted offer in week 10. In post at 24 months.

35 percent: Name budget and resources as the barrierThe constraint named most often by chief legal officers; ACC Chief Legal Officers Survey, 29 January 2026, n=1,049
53 percent: Name operational efficiencyThe strategic initiative named most often in the same survey; ACC Chief Legal Officers Survey, 29 January 2026
32 percent: Expect attorney headcount to grow135 departments, median revenue $13 billion; CLOC State of the Industry release, 2 March 2026
44: Median attorneys in the departmentOverall, across 186 organizations. Not a startup bench.; CLOC 2025 State of the Industry, 2024 Harbor survey

02 The template

Must-have and nice-to-have.

A gate is something the company will reject a finalist for. Everything else is a preference. Most drafts reverse the two.

Use the block below as the draft. Delete any line you cannot defend to a director who asks what the company will do if the hire never builds a department.

Template

Title. General Counsel. Use Chief Legal Officer only if that is the title the company will put in the appointment. In the 2026 ACC survey, the chief legal officer title is at 34 percent of respondents. A draft that requires the title, rather than the work, is screening on a label.

Reports to. Chief Executive, unless the board has decided otherwise, in which case name the officer and the reason. 84 percent of the 1,049 respondents report to the chief executive. A line to the CFO, left unexplained, reads as a demotion to anyone who has held the seat. The lawyer represents the organization, not the founder personally: ABA Model Rule 1.13. If the company is an SEC issuer, 17 CFR Part 205 puts the chief legal officer on the first rung of up-the-ladder reporting when an attorney appearing before the Commission sees evidence of a material violation. The draft should say that the seat can take bad news to the board. A draft that says “counsel to the CEO” has named the wrong client.

Books that travel with this seat. Say yes or no for each. Compliance: 64 percent of ACC’s 2026 respondents hold majority oversight of it. Corporate secretary: 62 percent hold majority oversight of that function. Board attendance: 79 percent almost always attend board meetings. Privacy, employment, commercial contracts, securities, the specific regulator. Silence is a red flag. A candidate cannot tell whether the secretary’s minutes are the job or someone else’s. Where compliance is in the seat, the Justice Department’s Evaluation of Corporate Compliance Programs, updated September 2024, asks whether the program is well designed, whether it is adequately resourced and empowered, and whether it works in practice. Those three questions are must-haves. “Support the compliance program” is not an answer to them.

Company facts, in one paragraph. Stage, sector, listing venue if any, and the number of lawyers employed today. Not the number the draft hopes to hire. The year ahead, named: the financing, the exam, the carve-out, the product that now holds personal data. 74 percent of the ACC respondents describe themselves as providing proactive strategic counsel. That phrase is earned by naming the work. Barriers to growth and expansion, at 20 percent, outrank litigation and data privacy, at 4 percent each, as concerns in the same survey. A draft that is only a practice-area list is writing the 4 percent.

Out of scope. The matters that stay with outside counsel, and the seats that are not funded this year. A deputy, a contracts manager, and a head of legal operations are separate decisions. They are not implied by the word “department.”

Compensation. Base, target bonus as a percent of base, and whether equity is real. State the band for this stage in the draft so a finalist is not pricing a rumor. Do not write a large-cap total. Median total compensation of $4.76 million, for sitting general counsel who are named executive officers at 236 of the largest US-listed companies in the 2026 proxy season, is proxy-disclosed total pay. It is not a cash offer. Stage bands from the named files are set out by company size. Wider ranges sit on the 2026 general counsel salary guide.

Nice-to-have, labeled as such. Prior service as a general counsel of a public company. Law-firm partnership. A particular industry beyond the regulator this company actually has. Familiarity with generative AI tools. 36 percent of ACC’s 2026 respondents were already in active deployment of generative AI, and 47 percent named technology and AI proficiency as the primary skill their chief executive wants them to develop. That is a development area for a sitting officer. It is not a gate. CLOC’s 2 March 2026 release, on 135 departments, found that 85 percent now have dedicated AI oversight or resources. That is a scale fact, not a reason to require an AI transformation of a first hire.

Must-have against nice-to-have. A must-have is a reason to reject a finalist. A nice-to-have is not.
Element	Must-have	Nice-to-have
Reporting line	Named. CEO unless the board has decided otherwise, with the reason written down.	A preference for someone who has only ever reported to a CEO.
Compliance book	Yes or no. If yes, the three DOJ questions from September 2024: designed, resourced and empowered, working in practice.	A policy manual the candidate once reviewed.
Corporate secretary	Yes or no. 62 percent of ACC's 2026 respondents hold majority oversight. This draft says whether this seat does.	A governance certificate with no minutes attached.
Board	Whether the officer attends, which committee, and who hears bad news.	Having sat on a board as a director somewhere else.
Team today	The lawyer count the company employs now, and the seats funded this year.	Having built a department of a size this company will not fund.
Year ahead	The transactions, exams, and products actually on the calendar.	A generic list of practice areas.
Cash	Base and target bonus for this stage.	A large-cap total-compensation figure used as salary.
Pedigree	Not a gate.	Public-company GC service, partnership, firm brand, CLO title, AI-tool familiarity.

ACC figures: 2026 Chief Legal Officers Survey, 1,049 respondents, published 29 January 2026. DOJ: Evaluation of Corporate Compliance Programs, updated September 2024.

Source: Association of Corporate Counsel; US Department of Justice.

03 Company size

Scope by company size.

Two tables, because they are not one series. The first is the bench on named files. The second is a large-company census. Pasting the second into the first is the draft that fails.

Scope means what the person will do on Monday, given the lawyers already in the building. It is not a maturity model. A Series B to C company and a department of 77 full-time employees are different jobs. Writing one general counsel job description for both is how boards hire a manager for a seat that still drafts, or a drafter for a seat that inherits an audit committee.

Bench and cash as stated on the case files. Not a compensation survey. Cash is the band the file used, kept in that file's own words.
Stage on the file	Lawyers	The draft covers	Leave off	Cash on that file
Series B-C first GC, venture-backed SaaS, California	One	Commercial contracts, privacy with the product, board pack, the outside-counsel panel	A department of twelve, a deputy, legal operations in year one	$240,000 to $340,000 base, 20 to 40 percent bonus
High-growth SaaS once the lawyers exist	Four to ten	The GC still drafts. Say whether intake and e-billing are this seat or a separate operations hire.	Another lawyer hired to absorb an inbox	Not a separate cash band on these files
PE-backed industrial, Houston. Deputy is not the GC.	Deputy seat	A carve-out already run, then the reporting cadence the sponsor named	A GC title and a GC package on a deputy search	Deputy: $220,000 to $380,000 cash. Portfolio GC, if that is the seat: $280,000 to $420,000 base, 25 to 50 percent bonus
NASDAQ medtech succession, Boston	Eight to twenty	Quality, the SEC calendar, and the board. Do not post the draft.	A public advertisement while the sitting GC is in the building	$450,000 to $650,000 base, 60 to 100 percent bonus

California: shortlist day 24, accepted offer week 10, in post at 24 months. Boston: shortlist of four on day 24, accepted offer week 11, 12-month retention checkpoint held. Both sit inside 52 GC and CLO files since 2017.

Source: Sartori & Partners case files, as published: California SaaS first GC; Boston NASDAQ medtech succession; Houston PE industrial deputy; Austin listed software (four-to-ten lawyer band).

Read the cash column as four different products. Mixing those rows is how a deputy search becomes an accidental general counsel search, and how a first hire is priced off a proxy statement. Equity on the California file vests with that company. It is not another band.

The proxy figure stays in its own series. Median total compensation of $4.76 million, for sitting general counsel who are named executive officers at 236 of the largest US-listed companies, 2026 proxy season, does not belong in any cell above. A board that writes it into a Series B draft will either overpay a story or under-hire a person who believed it.

A CHRO at a family-owned manufacturing group in Milan and New York put the same constraint on a different first legal hire.

First legal hire. They stopped us copying a listed-company GC job description. The counsel we hired still does commercial and privacy.

Large-company census. Median legal-department headcount by revenue. This is not a Series B bench, and the smallest band is still a department.
Revenue band	Median headcount	What a general counsel job description at this size is	Red flag
Under $3 billion	13 full-time employees	A department, with attorneys and other staff. Not a founder-stage single officer.	Pasting this row, or the overall median, into a first-hire draft.
$3 billion to $15 billion	54 full-time employees	A function with its own management layer. The draft should say which books the GC still touches.	A job description written as if the GC drafts every contract.
$15 billion to $40 billion	145 full-time employees	An officer who inherits a machine. Name the committee, the secretary book, and what stays outside.	A startup builder spec, or a silent reporting line.
Over $40 billion	244 full-time employees	The largest band in this census. Cash is a proxy conversation, not the California band.	Quoting the $4.76 million median as if it were base salary.
All participating companies	77 full-time employees; 44 attorneys median	The headline number people paste. It describes this sample.	Using 77, or 44, as the team a new general counsel will 'build'.

186 organizations, more than 15 industries, 14 countries. The survey's 'under $3 billion' band is the floor of this sample, not a seed-stage company. Median attorney headcount overall is 44.

Source: CLOC 2025 State of the Industry Report, based on the 2024 Harbor Law Department Survey.

CLOC’s later release does not rescue a build-out sentence. On 2 March 2026 the consortium reported the 2025 Harbor survey of 135 departments with median revenue of $13 billion. Regulatory-compliance workload is driving increases at 63 percent of departments, and cybersecurity at 58 percent. Only 32 percent expect attorney headcount to increase. 37 percent expect outside-counsel spend to increase, down from 58 percent of departments the previous year. A draft that promises to “build the team” and “reduce outside counsel” in one paragraph is promising two things most of these departments are not doing. Outside this sample, the promise is fiction.

Venture-backed SaaS · Series B to C · California

First general counselRead the case study

Situation: Outside counsel had hit a ceiling. The first draft of the job description read like a NASDAQ department.
Approach: Rewrote the scorecard for one lawyer who still drafts: commercial, privacy, board pack, panel. Mapped sitting deputy GCs in software. Did not post.
Outcome: Shortlist on day 24. Accepted offer in week 10. In post at 24 months. The rewrite was necessary and not sufficient.

Timeline: Day 24 shortlist · week 10 offer · inside 52 GC/CLO files since 2017

Series C fintech · Interim, not a permanent seat · San Francisco

Interim general counselRead the case study

Situation: Parental leave and a financing. The company asked for a permanent, full-time general counsel.
Approach: Refused that job description. Interim cover on a day-rate, then a permanent search on a calendar the company actually had.
Outcome: Live on the work on day 6. A permanent GC search median is 11 weeks. This company did not have 11 weeks.

Timeline: Day 6 start · median interim start 7 days · of 60+ interim engagements

04 Before the draft circulates

Red flags in a general counsel job description.

Each of these has already shown up as a draft. None of them is a style note. Each one changes who will talk to you, or whether you should be searching at all.

Listed template, small company. The California draft asked for a department the company did not have. One lawyer was the bench. A NASDAQ medtech succession inherits eight to twenty lawyers. Using the second document as the first is the flag.
Census pasted in as a plan. 77 full-time employees is CLOC’s 2025 overall median, on 186 organizations. 13 is the median under $3 billion of revenue. 44 is the median attorney count. None of those is a hiring plan outside the sample.
Build-out against a flat headcount. Only 32 percent of departments in the 2 March 2026 CLOC release expect attorney headcount to increase. In the ACC survey of 29 January 2026, 35 percent name budget and resources as the barrier, and 53 percent name operational efficiency as the initiative. A draft that leads with expansion writes past both.
No line and no books. In that ACC survey, 84 percent report to the chief executive, 62 percent hold majority oversight of the corporate secretary function, 64 percent hold majority oversight of compliance, and 79 percent almost always attend board meetings. A draft that says none of this has left “strategic” as an adjective.
Practice-area list only. Barriers to growth and expansion are named by 20 percent. Litigation and data privacy are 4 percent each. Name the growth constraint the officer will sit inside.
The incumbent learns from the posting. The Boston NASDAQ succession was blind: a shortlist of four on day 24, an accepted offer in week 11. Posting the draft is how that file would have leaked. The Boston succession is the pattern. General counsel succession is the search.
Permanent seat, dated need. The San Francisco Series C fintech asked for a full-time general counsel. The calendar was parental leave plus a financing. Interim counsel was live on day 6. The median start across 60+ interim and fractional engagements is 7 days, counted apart from the 400+ placements. A permanent search median is 11 weeks. Read interim versus permanent before writing the permanent seat.
Deputy and GC in one title. The Houston file kept them apart. Deputy cash was $220,000 to $380,000. A portfolio general counsel was a different band. One draft for both seats hires the wrong officer or pays the wrong one.
The machine left out. The Austin listed-software group already had lawyers, in the four-to-ten band, and did not have intake or e-billing. If operations is the vacancy, this is the wrong document. The Austin legal operations file is that distinction.
Proxy total used as salary. $4.76 million median total compensation, 236 companies, 2026 proxy season, is not the California base and not the Boston base.
Pedigree as a gate. “Must already have been a public-company general counsel,” “must have been a partner,” “CLO title required.” The CLO title is at 34 percent in the ACC survey. Prior public-company service is a nice-to-have unless this company is already that company.
AI as a must-have slogan. Active generative-AI deployment was at 36 percent in the ACC survey, and 47 percent named technology and AI proficiency as the skill the chief executive wants developed. 85 percent of departments in the March 2026 CLOC release have AI oversight. That is a scale fact, not a first-hire gate.

05 The limit

What a general counsel job description will not do.

The California rewrite was the right document. The person still had to be found. A filter is not a market.

Across 52 general counsel and chief legal officer searches since 2017, inside 400+ placements (230+ in-house), the shortlist arrives in 24 days and the median accepted offer is at 11 weeks, with a range of 8 to 16. The California file, after the listed-company draft was thrown out, still took a shortlist on day 24 and an accepted offer in week 10. The hire was in post at 24 months. Retention of placed in-house leaders is 97 percent at 12 months and 91 percent at 24 months. A better general counsel job description did not move the file off that clock. It stopped the company hiring toward a department it did not have.

The people who can do the job are employed. They will not answer a posting. The market map is 1,480,000+ lawyers, the figure maintained for the research program. The firm was founded in 2017 by Lorenzo Sartori. The placement counts above are the corporate track record since then, as published on the case studies, not a new tally. A posting tells the incumbent, tells the market, and fills the inbox with people who are looking.

If the draft is honest and the seat is real, the next document is a general counsel search, retained, not a longer job description. The method is how to run a general counsel search: a written brief before anyone is called, the sitting field mapped rather than posted, a shortlist in 24 days. Fee on retained work is 25 to 30 percent of total first-year compensation, with 30 percent of the fee paid as a retainer at engagement. The replacement window on a retained general counsel search is 12 months. Terms are in the fees and guarantee guide. A briefing is enough to tell whether the draft in front of you is a scorecard or a listing.

Succession criteria for a second or later officer, which are not the same as a first-hire template, are in what companies look for in a new general counsel. A first legal officer, including when the honest answer is fractional, is first general counsel search.

I Company facts
Stage, lawyer count today, reporting line, regulator. If you cannot fill this in, you are not ready to describe a person.
II Books
Yes or no on compliance, secretary, board, privacy, and the exam on this year's calendar.
III Nice-to-have
Move partnership, public-company GC service, firm brand, and AI slogans out of the gates.
IV Cash
Base and target bonus for this stage. Keep the $4.76 million proxy median out of the draft.
V Post or not
Incumbent in seat: do not post. Need has an end date: write interim, not permanent. Otherwise brief the search.

06 Questions

Questions before the draft circulates.

What should a general counsel job description include?

State the reporting line, the books the seat owns, the lawyers already employed, and the cash band for this stage. Pedigree is a nice-to-have. In the 2026 ACC Chief Legal Officers Survey of 1,049 respondents, published 29 January 2026, 84 percent report to the chief executive.

How does a general counsel job description change with company size?

Match the draft to the bench you fund. On the California SaaS file, a Series B to C first general counsel is one lawyer. CLOC's 2025 report puts median department headcount at 77 full-time employees, and 13 even under $3 billion of revenue. Do not paste that census into a first-hire draft.

What are the red flags in a general counsel job description?

A listed-company template, a team the budget will not fund, a missing reporting line, and a permanent seat when the need has an end date. CLOC's release of 2 March 2026: only 32 percent of 135 departments expect attorney headcount to grow, while 63 percent report rising regulatory-compliance workload.

Should compensation be in the general counsel job description?

State base and target bonus for this stage. Do not paste a large-cap total. The California first-GC file was a $240,000 to $340,000 base with a 20 to 40 percent bonus. Median total compensation of $4.76 million, at 236 of the largest US-listed companies in the 2026 proxy season, is a different series.

Can the company post a general counsel job description?

Not while the sitting general counsel is still in the building. The Boston NASDAQ medtech succession was blind: a shortlist of four on day 24, an accepted offer in week 11. Across 52 general counsel and chief legal officer searches since 2017, the shortlist arrives in 24 days. A posting tells the incumbent the board has started.

Does a better general counsel job description shorten the search?

No. Rewriting the California draft still left a retained search: shortlist on day 24, accepted offer in week 10, inside an 11-week median (range 8 to 16) across 38 files since 2017. The document filters. It does not map the sitting field. The method is a general counsel search.

07 What this guide draws on

Sources.

Role shape is the ACC survey of 29 January 2026. Department size is CLOC's 2025 report. The 2026 headcount climate is CLOC's 2 March release. Clocks and cash bands are the case files, not a new count. Duties are the Justice Department, the ABA, and Part 205.

Sources

9 references

Sartori & Partners research program ↗
About Sartori & Partners ↗
2026 ACC Chief Legal Officers Survey — Key Findings (published 29 January 2026) acc.com ↗
CLOC — 2025 State of the Industry Report (2024 Harbor Law Department Survey) cloc.org ↗
CLOC — 2026 State of the Industry release (2 March 2026) cloc.org ↗
US Department of Justice — Evaluation of Corporate Compliance Programs (updated September 2024) justice.gov ↗
ABA Model Rule 1.13 — Organization as Client americanbar.org ↗
17 CFR § 205.3 — Up-the-ladder reporting ecfr.gov ↗
General Counsel Pay at the Largest US-Listed Companies ↗

ACC 2026 key findings: 1,049 chief legal officers, 43 countries, 20 industries, published 29 January 2026. CLOC 2025: 2024 Harbor Law Department Survey, 186 organizations; median department headcount 77 full-time employees, 13 under $3 billion of revenue, 44 attorneys overall. CLOC release of 2 March 2026: 135 departments, median revenue $13 billion. Sartori clocks are of 52 GC and CLO files since 2017. The market map figure is 1,480,000+ lawyers.

08 Keep reading

The search the document is for.

The scorecard names the company that exists. The first hire, the succession, and the retained search are the decisions that follow.

Case files cited above: first general counsel, California SaaS, GC succession, NASDAQ medtech, Boston, interim general counsel, Series C fintech, San Francisco, deputy general counsel, PE industrial, Houston, and head of legal operations, listed software, Austin. To brief: contact the corporate desk.

The draft is not the shortlist.

A general counsel job description written for the company you have, then a retained search. Shortlist in 24 days. Median accepted offer at 11 weeks, of 52 GC and CLO files since 2017.