The Legacy Of A General Counsel: Succession Planning – Tips For Getting It Right

Any gap in leadership can present problems for an organization, but when no succession plan is in place, that gap becomes exponentially more problematic—especially for the legal department. Given the crucial role that the legal department plays and the complex issues, and even crises, that the department may have to handle on a moment’s notice, a skilled and knowledgeable practitioner must be available to navigate the organization through the complicated and unexpected, as well as the regular course of business. Having a succession plan in place will help the organization more smoothly transition its leaders and maintain continuity and stability in the long run.

How to Identify a Successor

While we can all agree that succession planning is critical, identifying the right person requires thought. Consider the following steps to assist in making the best decision:

• Look internally. The successor may be obvious. A general counsel may have his/her pick of smart lawyers ready to take his/her place now or in the near future, if needed, simply by looking at the existing team. But talk to the team and make sure that the identified lawyer aspires to the GC role. Also, talk to other lawyers on the team and discuss their goals. Some may love their role as is; others may want to stay in a specialized area. Many will want to know the various growth opportunities outside of their technical expertise. Whatever the answers, these conversations are critical, allowing the general counsel to set expectations—and make the right choice.
• Look externally. Executive search firms, like Major, Lindsey & Africa, are regularly retained to identify successor candidates to a general counsel. Often, a retirement is imminent or a general counsel simply does not feel that the right person is ready to assume the role upon a departure. Under these circumstances, it may make sense to bring in a new lawyer who is given an opportunity to learn and grow, with the promise of becoming the general counsel in short order.
• Consider the job requirements. The specific set of skills and experience a successor should possess can range from board exposure to international experience to transactional experience to business savvy. A corporate generalist (with securities exposure if a public company) is often the best successor candidate, so it can be important to ensure that the likely successor candidate(s) is afforded opportunities to develop those practice skills. Look at what the role entails and what skills a successful predecessor should already possess when walking into the position.
• Don’t forget EQ. The biggest element for success is a strong set of soft skills that matches the company’s culture, which means a candidate with high emotional intelligence (EQ). Finding the right substantive match may be easy, but finding that cultural match is often much harder. The successor has to connect well with the CEO, as this will be one of, if not the, most important relationship. However, the ability to build relationships across an organization, from the Board down, is crucial, so the importance of the right soft skills cannot be underestimated.

A Successor Is Chosen: Now What?

Once a successor is in place, it is critical to ensure that individual has the visibility needed to assume the role when the time comes. Some factors to consider in ensuring a successor gains the right exposure:

• Work with the company’s HR partners to develop a meaningful plan for the successor candidate(s). Ensure HR knows the succession strategy.
• Talk about the succession plan to management at every opportunity. Advocate.
• Assist the identified successor in gaining the necessary substantive skill set. This most often plays out in a public company where the successor’s training must be more specialized. Ensure a successor candidate has exposure to the Board and the C-suite to develop the gravitas and presence necessary to assume the general counsel position. If the individual needs—but does not have—international, securities, M&A or other experience, provide the opportunity to gain that experience. Expose this lawyer to different business units. Providing growth opportunities to top talent, successor or not, gives the general counsel a strong reputation as a developer and promoter of talent inside and outside of the department.
• Provide coaching and leadership opportunities to the identified successor so the necessary soft skills can be gained to be successful and bring the full package to the table. As discussed, emotional intelligence has become the most critical component of placing candidates at the highest levels—from gravitas to presence to leadership to empathy to humor and everything in between.
• Give the identified candidate the right title and an officer level position, if possible. The wrong title, which fails to differentiate the successor, can create ambiguity. A title can often signify a level of seniority and create the right perception for a successor throughout a company.
• Be candid with a potential successor. There are never any guarantees.

A caveat: To be effective in creating a viable succession plan, a general counsel should believe in succession planning and not be threatened by its existence. The general counsel must be committed to the company’s success to develop a meaningful plan for the future. We have observed general counsel step aside simply because the successor was ready and the time was right.

The Plan Is in Place, but What If…

No plan is perfect. Life is fluid and unpredictable. Career trajectories change rapidly. For example, a general counsel may leave for a new position or retire early and the successor is not prepared to assume the role. Or, the successor may decide to depart for a new position, leaving a void. The Board or CEO may decide that despite a succession plan, hiring a search firm to handle the vacancy is required. Even the best plans can go awry. But, it is far better to be proactive and in a position of power amidst the unforeseen.

Most importantly, however, succession planning demonstrates a GC’s interest in talent management and development and attracts the best lawyers to the company. As in-house counsel see growth potential, they remain engaged, motivated and energized—not to mention have a powerful reason to stay. With a strong succession plan, a general counsel creates a winning environment for the legal department and the company.