Boards Build Trust in Strategic GCs With ‘Pre-Mortems,’ Planning

About 70% of chief legal officers now oversee at least two non-legal functions, highlighting how the GC Plus model has become standard across legal departments. In practice, this means many legal leaders’ roles now encompass new responsibilities such as reputation, strategy, and ethics, alongside compliance and privacy.

While the role’s strategic value has never been higher, its exposure also has increased significantly. The GC is now on the front lines of corporate accountability. A single misstep—whether an unanticipated investigation, a data incident, or a misread of stakeholder sentiment—can undermine credibility across every area they now affect.

Loss of trust at this level isn’t related to technical skill. Instead, it revolves around credibility, judgment, and leadership fit.

In practice, this loss occurs when directors or executives begin to doubt whether the GC can effectively balance enterprise growth with institutional integrity. Even if the exit is labeled “mutual” or “part of a broader transition,” the underlying narrative is the same: The organization’s confidence in its top lawyer has diminished.

When trust deteriorates, it often reflects a growing gap between expectations and reality. Boards and CEOs may assume their GC will apply independence through a business lens, weighing legal exposure against growth objectives.

Conversely, GCs interpret their independence as a fiduciary duty to protect the company’s integrity even if that stance delays short-term progress. This friction between differing worldviews is subtle but corrosive.

Over time, the GC may be seen as a hindrance to ambition, while the leadership may be viewed as impatient with risk. That mutual misunderstanding evolves into a deeper credibility issue rather than a philosophical one.

This can look deceptively ordinary. Let’s say a CEO stops looping the GC into early-stage deal discussions because “legal slows us down.” The board then begins hearing risk updates through the CFO instead of the GC.

Within a few quarters, communication becomes transactional, and when a regulatory issue surfaces, the GC is brought in too late to fix it. By that time, the damage is relational, not procedural.

Research published by the Harvard Law School Forum on Corporate Governance notes that executive turnover, including among legal chiefs, often stems from deteriorating relationships and unclear mandates rather than outright performance failure. The tenure data supports this insight: According to a leading board-advisory study, the average GC in a major public company serves roughly six years, but those who exit in under three typically do so amid shifting leadership or misaligned expectations.

This shows that short tenures rarely indicate incompetence; they signal a breakdown of trust. But trust is a shared responsibility. Boards and CEOs influence the outcome as much as the GC does. When mandates are vague, resources misaligned, or legal independence constrained by informal pressure, even capable counsel can falter.

Establishing clear boundaries, transparent expectations, and consistent communication is essential; it isn’t merely bureaucratic formality but the foundation of confidence. Research from Gartner on board effectiveness and GC–board engagement reinforces this point: Boards that formalize GC access, structure executive sessions, and maintain clear escalation mechanisms experience stronger governance continuity and fewer unplanned leadership transitions.

Boards that manage this well treat trust as an operating system, not an outcome. Instead of waiting for tension to surface, they test it by using pre-mortem discussions to explore where legal and strategic priorities might diverge. They also diversify feedback beyond the CEO by drawing on peers who work closely with the GC, and they institutionalize direct access through regular, rather than reactive, executive sessions.

When early warning signs appear, boards should act with urgency. Some situations require structural reinforcement. This may involve investing in legal operations, modernizing reporting practices, or aligning the function’s scope with its resources.

Recent benchmarking studies show that more than one-third of corporate legal departments still operate without meaningful performance metrics, relying primarily on cost tracking. Without clearer indicators of impact and effectiveness, teams are more exposed to subjective assessments of inefficiency and less equipped to demonstrate their strategic value to the business.

In other cases, the challenges may be relational instead of structural: mismanaged crises, communication breakdowns, or mismatched styles. Addressing these dynamics requires the same diligence applied to any senior executive review. It’s crucial to clearly define expectations, measure progress, and document accountability.

If confidence fails to be restored, transition thoughtfully. Diagnose the factors that contributed to the breakdown, define the profile for a successor based on those gaps, and ensure continuity for ongoing matters and regulatory obligations. A transparent and well-planned exit preserves institutional trust better than one clouded by rumors or ambiguity.

When recovery is the goal, rebuilding trust begins with openness. Regular check-ins between the GC, CEO, and lead director—along with honest discussions of priorities, blind spots, and shared metrics—can help reestablish credibility. Recovery is a gradual but achievable process that signals accountability and partnership still matter at the highest levels.

The general counsel’s mandate goes beyond legal correctness; it encompasses the responsibility to earn and sustain the trust that allows difficult truths to reach the highest decision-making levels. When that trust falters, the company loses more than a lawyer—it loses one of its key guardians of integrity and judgment. The best boards recognize this reality and act before the situation becomes irreversible.

This article does not necessarily reflect the opinion of Bloomberg Industry Group, Inc., the publisher of Bloomberg Law and Bloomberg Tax, or its owners.

Author Information

Eskor Edem is a director in the in-house counsel recruiting team with Major, Lindsey & Africa, based in New York.

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