What to Do When the GC Succession Plan Doesn't Go to Plan

Key Takeaways

GC succession planning often breaks down not because organizations lack a plan, but because they underestimate how much preparation, communication, and alignment are required to make that plan successful. In this Corporate Counsel op-ed, Deborah Ben-Canaan argues that succession should be treated as an ongoing business process rather than a document reviewed once a year.

• MLA's analysis of GC and Deputy GC placements since January 2024 found that more than two in five deputies who became GCs did so by leaving their organizations rather than being promoted internally.
• Many succession plans fail when business needs change, boards seek external benchmarking, or high-potential deputies leave before the top role becomes available.
• Retaining potential successors requires meaningful development opportunities, leadership exposure, and candid conversations about timing and readiness.
• Effective succession planning should begin three or more years before an anticipated transition and involve the GC, CEO, CHRO, and board.
• Organizations are best served by regularly reassessing succession strategies to ensure they align with current business needs and leadership realities.

A general counsel at one company had two internal candidates she wanted to be considered for her job, once she stepped down. When the time came, the CEO and board said no to both, and the company needed to run an outside search. At another company, the GC stayed seven years past when his own deputy expected him to retire—by the GC’s own admission, because he was having too much fun in the role. His deputy, tired of waiting on a timeline that never materialized, eventually left to become a GC somewhere else.

Neither of these scenarios is an outlier. In MLA's analysis of GC and deputy GC placements since January 2024, more than two in five deputies who made it to the top legal job got there by leaving, not by being promoted from within. Internal promotion is still the more common path, but not by the margin many companies may assume.

Ask a board member whether the company has a general counsel succession plan and they may name someone who's "next in line." What the data suggests is that naming someone isn't the same as keeping them.

The reasons a plan doesn't exist are rarely dramatic. There's no budget to keep a strong #2 in the seat. The strongest internal candidates are too junior, or their experience doesn't map cleanly onto what the GC role actually requires. The current GC hasn't been in the seat long enough to build a deputy into a real successor. None of these are failures of foresight so much as ordinary constraints that pile up until “someday” never resolves into an actual plan.

Even when a plan exists on paper, it doesn't always work out as expected. Public companies with a documented succession plan will often need to run an external search anyway, simply to show the board they did their due diligence. And a plan that made sense two years ago may not fit the company today: For instance, a business that has shifted from raising capital to scaling operations needs a different GC skill set than one that just completed its funding rounds.

That gap between plan and follow-through becomes wider the stronger the deputy is. A capable second-in-command is usually a person other companies are actively trying to recruit. Keeping them requires giving them board exposure, C-suite visibility, and work that stretches beyond their current role, along with an honest sense of when the top job might open up. Do that well, and a deputy can stay engaged for years without a firm transition date. One GC I’ve spoken with has spent recent years sponsoring her deputy's speaking engagements, expanding his portfolio, and coaching him toward readiness, all while telling recruiters to keep him in mind for outside GC roles. She knows the wait has a limit and is managing it, rather than pretending it doesn't exist.

However, even good management doesn't guarantee a deputy stays. And, when a deputy leaves without a real plan behind them, the costs show up quickly. A company suddenly has to fill a role that needed years of preparation with someone identified in a matter of months and often ends up with a wider gap in coverage. Outside counsel spend tends to rise while the seat is vacant. And the uncertainty has a way of spreading: Once one departure is unplanned, other members of the legal team may start looking as well. Sometimes the GC tries to solve this by staying—but a delayed retirement only defers the problem. The GC still leaves eventually, and now the company needs to run the outside search on a shorter clock, this time without the deputy who would have been the internal answer.

Real succession planning starts years earlier than most companies assume—typically three or more years out, identifying someone who isn't ready yet but could be. That timeline only works with the board and CEO actually involved and with real buy-in, not just the GC privately grooming a favorite.

For deputies watching all of this from the other side, the advice is straightforward. Have the direct conversation with your general counsel: where do you actually stand, what do you need to work on, what is leadership saying about succession, and what is the GC’s real timeline? Don't dismiss a recruiter's call just because you're technically "next in line" somewhere; the right opportunity may surface well before the internal seat does.

The same conversation needs to happen on the company side as well. The CEO, the CHRO, and the GC should be talking regularly and candidly about timing for the GC’s retirement, whether the deputy is ready to assume the top job, and what the company is prepared to do to keep the deputy in the meantime. If their honest assessment is that no internal candidate is likely to be a fit, it’s better to know that years ahead of time, when there’s still time to plan around it, than finding out in the room when the board says no.

A succession plan isn't a document that gets filed away and revisited once a year. It's an ongoing negotiation between what a company needs, what its board will actually support, and how long a strong deputy is willing to wait for a seat that may or may not open on schedule. Companies should treat it that way in order to ensure they have a real plan that can be put into action when the time is right.