Interim General Counsel — Transactions and Governance at Scale

Settle, defend or exit: the cost of each claim

Every claim on a legal register is, in the end, a capital allocation decision. Defending a claim spends money, management time and reputation in the hope of a better outcome; settling it spends money now to buy certainty; exiting a position or relationship ends the exposure at a different kind of cost. The Interim General Counsel is appointed to make those choices deliberately, claim by claim, against criteria agreed in advance, rather than letting each case drift on the momentum of whoever first instructed external counsel.

The appointment carries executive authority. It extends to the rules for decisions on claims and transactions, the limits local managers work within, and the measures that steer spending, people and control. Which claims and commitments go on, are held or close is yours to decide. Plans that leave cost or risk unowned will stop with you, and investment cases that ignore adoption, dependencies or the downside will be declined. You will approve the legal leadership structure and how problems surface, settle disputes with operating leaders, and agree when and how often the board checks progress, exceptions and unresolved claims.

The judgement is harder than it looks. A claim that is winnable may still not be worth winning; one that is weak may be worth defending because of the precedent a settlement would set. In a non-profit investment organisation, reputation and mission weigh alongside cost, and the criteria need to say how. Good general counsel make those trade-offs explicit and write them down, so that the next decision is consistent with the last.

From criteria on paper to a register that runs itself

The 24 months should move from criteria to practice. During the first ninety days, a register of claims and the criteria for settlement, defence or exit should be agreed with the Regional President, with someone accountable for each claim. Around month nine, every open claim should have been assessed against those criteria and its outcome decided and owned. By month 24, decisions on claims and transactions should be governed by the agreed criteria, with outcomes and exceptions reviewed by the board on cadence.

The general counsel, and the four stages to appointment

You have weighed claims against reputation and mission as well as cost, and written down how. You can separate a necessary exception from variation protected by history. You accept that the first success here may be a claim ended or a position exited rather than anything new, and you can defend that with evidence. Your experience sits in organisations no smaller than $305 million in revenue, 400 people and seven countries. Platform pivot, integration and crisis response are the experiences under examination. Governance ethics should reach level 4, and board and stakeholder management, disputes and investigations, and transaction legal work should each reach level 3. Anyone who would wait for every national head to agree before ending a legal commitment, or who wants influence but not 24 months of answering for it, will not fit.

The Regional President speaks with you first, confidentially over video, in the opening week. Week three belongs to the Risk Committee Chair, focused on how you would build and apply settlement criteria. Week five is given to an in-person conversation with executives drawn from each function, and week seven is your session with the full board. A response on each stage comes within four working days.