A general counsel is hired by the CEO, with the board closer to the process than for most other officers: 84% of chief legal officers report to the CEO in the Association of Corporate Counsel's 2026 survey, and in a 2022 survey of 226 public company directors, 73% said the board should be involved in the appointment. The role is licensed, so bar admission and jurisdiction shape which searches are open to you, and roughly half of appointments go to outsiders. A general counsel is not among the positions the 8-K rule lists, so a departure is reportable when the person is a named executive officer, and the filings say less than candidates expect.

Who sponsors and decides the hire

The CEO is the line manager in most companies. The 2026 ACC Chief Legal Officers Survey (1,049 participants, 43 countries) reports a record 84% of CLOs reporting directly to the CEO, and 79% almost always attending board meetings. Commentary on the survey from Columbia Law School's Blue Sky Blog points out what it does not measure: board approval of the selection, retention and pay of the CLO.

For that question the best published source is a Corporate Board Member and BarkerGilmore report, Leveraging the GC, based on a January 2022 survey of 226 US public company board members. It found that 73% of directors believe the board should be involved in appointing the GC, yet about half say the decision is ultimately the CEO's. The prevailing view was that the board chair, lead director or nominating and governance committee should be able to review the final candidate, without the board selecting the GC. Of the directors surveyed, 93% said the process should benchmark internal candidates against an external search.

The report also describes a split in what each sponsor wants: boards prioritise corporate governance and fiduciary responsibility, CEOs a strategic adviser who can help manage risk while the business pursues its goals. In the final round with the board, the emphasis is on awareness of corporate structure and the ability to support good governance. Private equity ownership is a separate case: Spencer Stuart lists the general counsel among the portfolio-company roles it recruits for, but the page does not say who decides.

How the search is run

No source opened gives the share of GC appointments run by retained firms. What the data show is that the outside market is roughly half the market and swings from year to year.

Russell Reynolds counted 70 new Fortune 500 general counsel in 2024, the most since it began tracking in 2018, of whom 32 (46%) were external. In its earlier study of 479 Fortune 500 GCs, appointments had been split 50/50 in 2020 and were 61% external in 2023. The Spencer Stuart S&P 500 C-Suite Snapshot (December 2025) finds legal among the most external of C-suite roles, with 53% of sitting CLOs hired from outside, behind communications at 57% and technology at 54%.

With directors preferring to benchmark internal candidates, an external candidate should assume an internal one is in the running. These studies skew to large companies; mid-market behaviour is not covered.

Bar admission, jurisdiction and the in-house route

A general counsel practises law, and licensing is state by state. ABA Model Rule 5.5(d), as published by the American Bar Association, lets a lawyer admitted in another US jurisdiction, or a foreign in-house lawyer, provide legal services through an office or other systematic and continuous presence in the jurisdiction, if the services go to the employer or its affiliates. States adopt it differently. The ACC's guide to in-house multijurisdictional practice (2020) says most states have in-house authorisation or registration rules, that admission on motion may carry an experience threshold such as five of the last seven years in practice, and that failing to follow a state's rules risks reputational harm, bar discipline and loss of attorney-client privilege.

Moving between states, or from Canada to the US, is a sequencing problem: check the destination state's registration or admission route before the offer stage, because it can change the start date. The state bar and an employment lawyer are the authority; this essay is not legal advice.

The in-house route matters more than the law-firm route at the top of the market. In Russell Reynolds' 2024 data, 75% of the 32 external appointees were already experienced general counsel and 59% moved within the same industry. Spencer Stuart's 2018 study of 490 Fortune 500 GCs found that 62% had in-house experience and that 25% of externally hired GCs came straight from a law firm. That study is old, so read it as a direction; the December 2025 snapshot adds that more than 40% of CLOs had served in the role before.

What boards and CEOs look for

In the BarkerGilmore survey, directors named high integrity (76%) and sound judgment (72%) as the top competencies, ahead of effective communication (38%) and business acumen (36%). Strategic perspective was chosen by 19%, although 76% of directors said they would like their GC to take part in strategic planning, against 65% who said theirs did. Directors found the GC most useful on corporate governance (78%) and compliance and ethics (75%); business strategy ranked last, at 1% of votes.

The remit is widening. The ACC's 2026 survey finds CLOs overseeing compliance in 64% of cases and the corporate secretary function in 62%, with 47% naming technology proficiency as the area the CEO most wants them to develop. Russell Reynolds' 2023 study found Fortune 500 GCs with additional non-traditional responsibilities rising from 26 in 2022 to 41 in 2023, and a later section counts 45 rising to 67 on a different basis.

Public signals that a search is coming

Filings seldom show a vacancy.

  • Form 8-K Item 5.02. The Form 8-K instructions require a filing within four business days if a named executive officer retires, resigns or is terminated, and the SEC staff's reading of that term is those executive officers for whom pay disclosure was required in the most recent filing. Under Item 402 that group starts with the CEO, the CFO and the three other most highly compensated executive officers, with additions for officers who left during the year. A GC who is not in that group can leave without an 8-K. An appointment 8-K is required for the principal officers and president, not for a general counsel as such, although a new pay arrangement with a named executive officer must be described.
  • Form 10-K, executive officers. Item 401(b) lists executive officers by name, age and position, and Item 401(e) requires five years of business experience for each. A short history means a recent hire. Russell Reynolds found that 27% of sitting Fortune 500 GCs were external hires within the last five years, that 28% of 2024 leavers had served under five years, and that 71% of those leavers were originally external hires. That makes recent external appointments a cohort worth watching, as a heuristic.
  • Legal proceedings and risk factors. Item 103 requires a description of material pending legal proceedings and those known to be contemplated by governmental authorities, and Item 105 requires risk factors. New regulatory matters, investigations or a changed risk section show where the legal function is under test. They do not show that the general counsel is leaving.

Why a general counsel's move is different

Three things set a GC move apart.

First, if the GC is a named executive officer, the company controls the announcement within the 8-K clock of four business days from the event, and the filing is public. Timing of notice, and agreement on the wording, belong in the exit discussion. Second, a departing officer may keep reporting obligations for a while: Goodwin notes that individuals retain Section 16 exposure for six months after ceasing to be an officer, which is a securities lawyer's question. Third, restrictive covenants meet professional rules. ABA Model Rule 5.6, as published by the American Bar Association (read on 5 October 2026 in the Internet Archive copy of the page dated 1 February 2026, because the live page blocks automated access), says a lawyer shall not participate in offering or making an employment or similar agreement that restricts the right of a lawyer to practise after the relationship ends, except an agreement concerning benefits upon retirement. How that interacts with in-house roles, other covenants and your state's version is a question for an employment lawyer admitted in that state, before anything is signed.

What a general counsel may say about the company to a recruiter or prospective employer is a question for the company's confidentiality terms and an employment lawyer. The handbook's pages on a confidential search while employed and what not to tell a recruiter cover the general discipline.

Paths out of the role

The sources opened do not report where departing general counsel go next, so none is claimed. They report tenure: 6.1 years for sitting S&P 500 CLOs in the Spencer Stuart snapshot, the second longest after CEOs, and 5.7 years at departure in the Russell Reynolds 2023 data. The visible trend is a broadening remit.

Positioning and the target map

Lead with judgment and integrity, shown through the structure of what you handled, not through confidences. State your reporting line, which board committees you presented to, and which functions you owned beyond legal. Russell Reynolds' small survey of 30 GCs appointed in 2023 and 2024 found that 74% of externally appointed GCs had extensive board exposure before appointment, against 36% of internal appointees. That sample is small. The guide to being found by executive recruiters covers how profiles are read; the evidence review covers why many senior roles are filled without a public posting.

To build the map:

  1. Fix the jurisdiction first: where you are admitted, where you could register, and which target states you can reach.
  2. List companies by remit: the size and shape of legal, compliance and secretary functions that match your record.
  3. Read the 10-K executive officer list for each target and note the GC's start date and title.
  4. Read Items 103 and 105 for matters that put the legal function under pressure.
  5. Name the decision-maker: the CEO, and the chair or governance committee chair as the likely reviewer of the finalist.
  6. Add private equity portfolio companies, and ask who decides there.
  1. Settle exit or notice terms and any covenants with an employment lawyer before telling anyone; the layoff guide sets out the order.
  2. Establish whether you are a named executive officer, because that decides whether your departure triggers an 8-K.
  3. Map your bar admissions and the registration route for each target state.
  4. Write the remit statement: reporting line, board exposure, functions owned.
  5. Build the target list with the filings evidence and decision-maker for each. If you are over 50, read the age-specific guidance first.
  6. Hold the private conversations with directors, former CEOs and peers, without sharing privileged or non-public information.
  7. Then approach the search firms with legal-officer practices.

The sibling guides cover the CTO and CIO search and the COO search.

Frequently Asked Questions

Who hires a general counsel?

The CEO, in most companies: 84% of chief legal officers report to the CEO in the ACC's 2026 survey. The board is often involved. In a 2022 Corporate Board Member and BarkerGilmore survey, 73% of directors said the board should be involved in the appointment, while about half said it is ultimately the CEO's decision.

Can a general counsel work in a state where they are not admitted?

Often, through an in-house authorisation or registration rule, but it depends on the state. ABA Model Rule 5.5(d) allows a lawyer admitted elsewhere to provide services to an employer through an office in the jurisdiction, and the ACC's 2020 guide says most states have such rules. Check the destination state with its bar or an employment lawyer before accepting an offer.

How do you go from a law firm to general counsel?

It is the narrower route at the top of the market. Spencer Stuart's 2018 study found that 25% of externally hired Fortune 500 GCs came straight from a law firm, and Russell Reynolds found that 75% of the 32 external appointees in 2024 were already experienced general counsel.

Will a general counsel's departure be announced?

Only if the GC is a named executive officer, since the rule lists no general counsel by position. Form 8-K Item 5.02 requires a filing within four business days when a named executive officer retires, resigns or is terminated. Other general counsel can leave without an 8-K, though the company may still announce it.

How long do general counsel stay in the role?

Spencer Stuart's December 2025 snapshot puts average tenure for sitting S&P 500 chief legal officers at 6.1 years, second only to CEOs. Russell Reynolds found that 28% of Fortune 500 GCs who left in 2024 had served under five years.