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Great advice from The Lawyer Whisperer

April 23, 2017

What’s the typical background and seniority of a private company GC? I’m the Director of Legal at a startup and want the GC title. Is it doable?

Julie Q. Brush

For late stage private companies, the General Counsel seniority range is 18-25 years (give or take). If the company plans to file an IPO within 12-18 months, the GC will typically have prior GC and IPO experience or in some rare cases will have been a high-ranking VP or #2 type from a hot, well-branded company. These lawyers also have a broad based substantive background including some securities/governance as well as management and board experience.

For early/mid-stage private companies, the GC seniority range is 12-20 years (big range, I know). These GCs can possess backgrounds that are somewhat broad, but typically experience is more focussed in commercial/technology transactions. A small handful of attorneys possesses other backgrounds including litigation, regulatory, IP, product and privacy (depending on the company’s industry and legal matters). Prior GC experience isn’t usually a hard requirement (primarily because the compensation offered for these earlier stage companies won’t attract seasoned GCs), but some executive level responsibility is.

Early/mid-stage private companies will also hire first lawyers with less experience (8-15 years), but these lawyers are not brought in as a true GC, but rather in what I call as “GC Light” role: i.e. “Head of Legal”, “Director of Legal Affairs” or another Director equivalent title – or sometimes, for the more senior lawyer “VP of Legal”. These lawyers are almost always commercial lawyers and largely serve in a blocking and tackling role – and are also tasked with establishing a more formal legal infrastructure. Practically speaking, these lawyers function as the GC, but they sit at a lower executive level, are paid less on base compensation and target bonus and receive far less stock than a lawyer holding the official title. In addition, they do not report to the CEO. As the company matures and readies itself for its IPO, company execs frequently hire a more senior and experienced GC over the existing legal head…but this isn’t always the case if the current legal eagle proves him/herself to be worthy. If this doesn’t occur, a prototypical GC who possesses a corporate securities and IPO background as well as broader substantive, management and board experience will be brought in.

So as a Director of Legal Affairs, what are your chances of promotion? It depends on a few factors:

  1. Your seniority
  2. Your substantive background
  3. Your cred cache
  4. Length of time in your current role
  5. Whether the execs are open to promotion
  6. Whether you’ve proven yourself as ready for the role
  7. Whether the executives like you
  8. How effective you make and present your case for promotion (start preparing now!)

If you are a more seasoned lawyer with a broader background that includes corporate/securities/IPO and board experience – and have earned the confidence of the execs and the board, you will have a higher likelihood of securing the new title. But if you are a pure commercial lawyer with less than 15 years of experience, you will face some material challenges – as executives just won’t think you are ready for the executive position. But time can be your friend…if you have it. The longer you are in the role, the more opportunity you will have to prove yourself and build relationship equity with the execs and the board. You’ll also have the opportunity to diversify your experience and build a meaningful legal function. By doing this, you will gain the confidence of the execs and increase your chances of receiving the promotion.

As the Director of Legal Affairs, securing the GC title in your current company won’t be easy…but it’s doable. While there will be factors outside your control that might influence the outcome, there are a few key areas you can control to increase your opportunity for promotion. So use your new awareness of the market dynamics and profile of today’s private company GC – and create a sound strategy that will fill the gaps and move you closer to your brass ring.

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