As legal recruiters, we are often asked about appropriate titles for in-house lawyers by our corporate clients as well as by candidates interviewing for a corporate legal department position. They ask: “What should we call this new attorney we need to hire?” or ”Is the position title commensurate with the level and duties of the job?” Title choices and designations vary widely among various companies and all use different systems of nomenclature . What is important, however, is to choose one system and stick with it so that all titles within the department are consistent and related to one another in a uniform way. Candidates should consider a title as one of many factors in evaluating a potential job, but should not over-value a specific title. Some companies intentionally eschew lofty titles to minimize hierarchy and to maximize collaboration, which can be a positive for incoming lawyers, regardless of title.
Companies should consider the following three factors when assigning titles:
All but the smallest companies have bands, ranks or tiers that function to organize the company into a hierarchy of some sort. These bands or ranks divide workers into executive and non-executive categories, and determine who qualifies for the company’s various bonus and/or equity plans, also known as incentive plans. They also typically affect the amount of target bonus, participation in stock-option programs, amount of vacation time, access to a company car, or sometimes even where you park or eat lunch.
These bands are not unique to the legal department but are implemented company-wide, so the first factor that should be considered in an attorney’s title is where this position falls within the company’s existing hierarchy. Typical systems to connote the various ranks are Manager, Director, and Vice President, with various gradations within each one. (e.g. if a company uses Vice Presidents to connote executive ranks, a typical progression would be V.P., Senior V.P., Executive V.P.). The majority of attorneys enter corporate legal departments in a non-executive role, so this banding aspect of their title for most attorneys is not a factor in determining their initial title.
- Hierarchy within legal department
Even the smallest legal departments have titles that connote where their lawyers fall in relation to each other and company management. Even if a legal department is staffed with only one attorney, the title of that one attorney can reveal a good deal.
A General Counsel is typically the head of the corporate legal department and is responsible for the legal affairs of the entire corporation. He or she provides legal counsel to the Board of Directors, Chairman of the Board, Chief Executive Officer and other senior management, and typically reports to the Chief Executive of the Company. In contrast, a single lawyer within a legal department with a title other than General Counsel, for example “Corporate Counsel”, will typically report to the CFO or COO and have a more limited role in providing legal advice, e.g. they may primarily advise business people a rung or two lower than upper management.
In legal departments with more than one attorney, one of them almost always will have the title of General Counsel. How many layers there are under the General Counsel typically depends on the size of the legal department, which in turn depends on the size of the company. Smaller companies with four or less attorneys typically choose to have two layers of attorneys: 1) a General Counsel and 2), all other attorneys who report to the General Counsel. The second layer attorneys would have titles like “Associate or Assistant General Counsel.” As the department grows, more junior attorneys are often added as a third layer with titles such as “Counsel”, “Corporate Counsel”, or “Staff Attorney.”
As more than three layers are added into the legal department hierarchy and lawyers other than the General Counsel are added who manage other lawyers , there are many options for additional titles. A common one is “Senior Counsel”, “Managing Counsel” or “Senior Associate Counsel”, all of which are used for a lawyers who are not only an individual contributors but who also manage attorneys under them. If the attorney is the lead counsel for a business unit, segment, or division, the title might be “GC of Business Unit,” or “Chief Counsel, Business Unit.”
In even larger legal departments, one of the more experienced attorneys will often be designated “Deputy GC.” A Deputy GC typically functions as the General Counsel’s right-hand and may even be the assumed “heir apparent” to the General Counsel. Only larger legal departments with at least a dozen or more attorneys typically designate a Deputy GC, but when they do, the Deputy often has a major role in running the legal department on a day-to-day basis and in managing the other attorneys in the department. In order to reduce the number of direct reports that the General Counsel has responsibility for managing, many of the mid-level attorneys often will report to the Deputy General Counsel instead of to the General Counsel.
In larger companies with multiple business segments or divisions, the attorneys who take the lead in supporting a certain segment might be called “Chief Legal Counsel,” “Division Counsel”, or even “General Counsel – Name of Segment.” Typically attorneys with these important-sounding titles will have multiple legal professionals under them who support the same client group.
- Subject or Client Focus
In smaller legal departments, each attorney typically has a broad job description that encompasses multiple legal practice areas or supports several different areas within the company. In these cases, a title of “Associate General Counsel” or “Corporate Counsel”, without any more specifics added to the title, is likely most appropriate.
As legal departments grow and attorneys are more specialized in their area of focus, however, most companies find it helpful, to both internal and external clients, to specify the area of focus in the attorney’s title. This area of focus might be a legal specialty, so that lawyers with a single subject matter focus have titles like “Associate General Counsel – Securities” or “Senior Counsel – Mergers & Acquisitions.” If an attorney focuses on supporting a certain division or business segment, the name of that division or segment is often indicated in their title. Examples of this are “Chief Legal Counsel, Manufacturing,” or “Division Counsel, Chemicals,” or even “General Counsel, Aviation Division.” Companies that operate in more than one country will often have attorneys responsible for a certain geographic area, which is often revealed in the title as well. For example, “Regional Counsel, Latin America” or “Deputy General Counsel, Americas.”
Putting it all Together; Examples of Titles and Organizational Charts in Legal Departments
Here are several examples of what the above-described factors look like in actual legal departments:
Smaller Legal Departments:
- P. and General Counsel
Associate General Counsels
- P. and General Counsel
Managing Counsel s or Senior Counsels
Corporate Counsels or Assistant Counsels
Mid-size Legal Departments
- A) V.P. and General Counsel
V.P. and Managing Attorneys, Subject Matter and/or Geographic Territory
Assistant General Counsels under Managing Attorneys
Staff Attorneys under Managing Attorneys
- B) P. and General Counsel
Senior Counsel, Group Name
Associate General Counsels under Senior Counsels
Large Legal Departments
- A) V.P. and General Counsel
V.P. and Deputy General Counsel
Director and Senior Counsel, Corporate and Securities
Director and Senior Counsel, Litigation and Employment
Director and Senior Counsel, Governmental Affairs and Regulatory Law
Director and Senior Counsel, Contracts and I.P.
Assistant General Counsels under Directors
Corporate Counsels under Directors
- B) V.P. and General Counsel
V.P. and Deputy General Counsel
Division Counsels for each Business Unit reporting to GC or DGC
Associate General Counsels for Specialty Areas not Specific to a Business Unit (e.g. securities, employment) reporting to GC or DGC
Corporate Counsels under Division Counsels and Specialty Counsels
Although there are numerous ways to accomplish these goals and no one “right” way to do it, titles in corporate legal departments should indicate where the attorney falls within the company-wide banding system (i.e. whether executive or non-executive level), indicate where the attorney fits within the legal department hierarchy, and describe the attorney’s area of focus, whether by client group or subject matter . Internal clients need to know this information for purposes of designating work duties and responsibilities, proper communication, and career development. External clients use this information for communication and accountability. Because proper titles help everyone function more smoothly and effectively, company management should put considerable thought into designating their attorneys’ titles and candidates should use them to evaluate the overall role of a prospective job.