In-house lawyers are evolving from legal brain to corporate conscience
The modern general counsel must keep the organisation moving decisively without crossing the unseen boundaries that erode trust
FOR decades, the general counsel (GC) occupied the periphery of corporate life: a risk-averse technician of contracts and compliance. Those days are gone. In an age of regulatory scrutiny, geopolitical volatility and collapsing public trust, the GC has become something else entirely: part strategic consigliere, part cultural architect, part guardian of the corporate conscience.
This shift is not cosmetic. It signals a deeper transformation in how companies understand power, risk and responsibility.
From legal firefighters to cultural architects
In-house legal teams were once reactive – summoned when trouble erupted. Today, the GC stands near the centre of corporate decision- making. Gartner describes the modern GC through five lenses: board adviser, corporate executive, assurance chief, ethics officer and leader of the legal function. The borders between these roles blur because legal risk now bleeds into reputational, political and social risk.
The most underestimated evolution is cultural. The Association of Corporate Counsel notes that GCs increasingly serve as “culture sensors”, listening deeply to teams and employees, and translating those insights into values that can be institutionalised. A GC who once drafted policy manuals now designs rituals, structures and digital systems that shape behaviour.
Done well, this cultural stewardship prevents “ethical drift”, where day-to-day shortcuts corrode long-term trust. It also makes the GC an unlikely but effective cultural architect – someone who ensures the organisation does not simply comply with laws but lives by values.
Boardroom whisperer
The GC’s rise is anchored in decades of reform. The 1992 Cadbury Report and 2002 Sarbanes-Oxley Act demanded heightened accountability, forcing boards to turn inward.
As a result, a growing proportion of senior in-house counsel report directly to the CEO and interact frequently with directors – a trend confirmed by ALM and Diligent. This visibility, coupled with the GC’s fluency in both legal nuance and business strategy, allows them to “set the tone at the top”.
A 2022 survey of public company board members by Corporate Board Member and BarkerGilmore found that 75 per cent of directors prefer their GC to express views on business strategy, far beyond their original remit.
In Ethisphere’s list of the world’s most ethical companies, GCs often hold multiple functions: legal head, compliance overseer and company secretary. That trifecta broadcasts that integrity is not an afterthought but an organising principle.
The board’s dependence on the GC becomes critical in moments of crisis.
Corporate scandals offer sobering reminders of what happens when legal voices are marginalised. Wells Fargo’s fake accounts scandal and Volkswagen’s emissions deception both exposed the absence – or impotence – of the GC at crucial moments. In each case, a compliance veneer masked deeper ethical failure.
Harvard research finds that firms where the GC has direct access to the board incur fewer regulatory penalties and lower litigation costs. Diligent’s surveys similarly show that GCs often lead environmental, social and governance (ESG) reporting precisely because they are positioned to detect inconsistencies between glossy corporate commitments and operational reality.
KPMG’s GC Outlook 2025 report describes the modern legal chief as a “horizon scanner,” someone who connects weak signals – regulatory murmurs, cyberthreats, social activism – long before they appear on a profit and loss statement.
Cybersecurity is a case in point. As attacks proliferate, the GC’s office leads simulations, regulatory liaison and reputational triage. These are not merely legal manoeuvres; they are moral and social judgements made under pressure, with consequences for customers, employees and markets.
Tech and the data-driven legal function
Technology has reshaped the GC’s role in unexpected ways. The rise of legal operations reflects a desire for data discipline in a function traditionally seen as opaque.
Data gives GCs political power. Metrics on risk exposure, contract flow and regulatory compliance help translate legal work into business value. In an era obsessed with dashboards, this is no small advantage: It offers the GC quantifiable credibility in a boardroom where finance once dominated.
Meanwhile, the coming wave of artificial intelligence (AI) regulation has thrust GCs into the epicentre of technological governance. Corporate adoption of AI is accelerating, but public tolerance for misuse is shrinking. Increasingly, the GC designs the guardrails: fairness tests, audit trails, red- flag protocols. In doing so, they are inevitably becoming the custodians of responsible innovation.
Double-edged mandate
The GC sits at a precarious intersection: embedded in management yet beholden to the law. A seminal Stanford study asks bluntly: “Why don’t general counsels stop corporate crime?” The authors argue that the GC’s closeness to executives can blunt their independence. Social alignment with leadership can undermine their willingness to challenge unethical behaviour.
This tension has real consequences. If the GC is both lawyer and moral arbiter, who checks the checker? If they oversee ESG disclosures while defending the company in regulatory investigations, can they maintain objectivity?
The risk is not theoretical. The International Bar Association notes that governance codes rarely formalise the GC’s authority. Without structural protection – direct reporting lines to the board, access to independent resources – the GC’s moral mandate remains vulnerable to political pressures inside the firm.
And then there is the spectre of “ethics-washing”: where companies “weaponise” the GC’s credibility to produce high-minded ESG statements without meaningful change. The GC must guard against being a figurehead for compliance theatre.
Despite these tensions, GCs have become indispensable. The convergence of geopolitical risk, digital disruption and stakeholder activism has made corporate trust precarious. Reputation, once a soft asset, can evaporate market value overnight.
Boards that understand this see their legal function not as a cost centre but as a strategic pillar of their social contract. A well-empowered GC strengthens the company’s legitimacy.
As corporations navigate the politics of climate change, AI, consumer activism and social inequality, the GC will increasingly act as the organisation’s interpreter of societal expectations. They are stewards of integrity – “lawyer plus”, if you will.
The future GC
The challenge for the next generation of GCs is to master the duality of the role: legal precision on one hand, moral clarity on the other. The most effective will be those who can:
Challenge power without losing influence;
Build culture without becoming captive to it;
Guide strategy without eroding independence; and
Champion transparency even when uncomfortable.
The modern corporation operates on borrowed trust – from markets, communities, and employees. The GC, more than any other executive, is responsible for protecting and renewing that trust.
Defining the “black and white” is now considered a rudimentary skill; the true test is successfully guiding corporations through the “sea of grey”. The question is how many will rise to this new, complex mandate.
This article was written by Jeffery Tan and originally published on the Business Times on 22 November 2025.
Jeffery is group general counsel of Jardine Cycle & Carriage. A member of the Singapore Corporate Counsel Association, he is a senior accredited director of the Singapore Institute of Directors. He serves on boards including the Global Guiding Council of One Mind At Work and the SGListCos Council. The views expressed here are his own.
KPMG’s GC Outlook 2025 report describes the modern legal chief as a “horizon scanner”. ILLUSTRATION: FREEPIK