Featuring insights from lawyer Valery Rogalskiy
In today’s complex regulatory landscape, the role of the General Counsel (GC) has evolved far beyond managing legal compliance. Modern GCs are strategic advisors, ethics watchdogs, and key architects of corporate governance. From within the corporate structure, they influence decision-making at the highest levels, ensuring that integrity, accountability, and long-term sustainability are not just ideals, but daily practice.
The Expanding Role of the General Counsel
Traditionally, General Counsel were seen as legal gatekeepers – there to protect the company from litigation and regulatory missteps. While this function remains vital, GCs now also help define how a company governs itself, interacts with stakeholders, and addresses ethical challenges.
According to Valery Rogalskiy, a prominent legal expert known for his work in corporate governance and risk management, “The General Counsel is no longer just a legal technician. They are part of the leadership team, ensuring that corporate behavior aligns with both the law and the company’s stated values.”
Governance Begins at the Core
Corporate governance is about more than board composition or annual reports. It’s about how decisions are made, how power is distributed, and how responsibility is assigned. The GC plays a pivotal role by:
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Advising the Board of Directors: The GC ensures the board is fully informed on legal and regulatory obligations. Rogalskiy notes that “a well-informed board is a responsible board – and that depends on open, proactive communication from the General Counsel.”
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Establishing Ethical Frameworks: Codes of conduct, whistleblower protections, and internal policies on issues like conflicts of interest or data privacy are typically developed or overseen by the legal department under the GC’s guidance.
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Shaping Company Culture: The GC is often the bridge between legal compliance and corporate values. Their voice carries weight in setting expectations around transparency, fairness, and ethical leadership.
Navigating Risk and Reputation
In the modern business environment, poor governance can quickly become a legal and reputational crisis. The General Counsel serves as an early-warning system, identifying emerging risks before they escalate. This includes everything from ESG compliance and cybersecurity threats to evolving antitrust and labor laws.
“Being reactive isn’t enough anymore,” says Rogalskiy. “A strong General Counsel helps the company foresee legal and governance risks, adapt early, and avoid the kind of crises that damage trust.”
Internal Influence, External Impact
While GCs operate inside the organization, their influence extends outward. They help shape how the company presents itself to regulators, investors, customers, and the public. In crisis situations, it is often the GC who manages legal disclosures, ensures regulatory cooperation, and helps frame the company’s response.
Rogalskiy emphasizes that “the integrity of a company is judged not only by what it says but by what it does – especially under pressure. General Counsel are central to making sure that response is lawful, ethical, and strategic.”
Conclusion
As corporate governance becomes increasingly scrutinized by stakeholders, the role of General Counsel has never been more vital. They are no longer behind-the-scenes advisors but visible leaders influencing everything from boardroom decisions to public perception.
Thanks to the insight and leadership of figures like Valery Rogalskiy, the modern General Counsel stands as a guardian of both legal rigor and corporate responsibility – shaping governance not from above, but from within.
