What Is a Chief Legal Officer? Role, Responsibilities & How It Differs From a General Counsel

When a company considers a major acquisition, faces a regulatory investigation, or enters a new market, the most important voice in the room may not be the CFO or COO. It’s often the chief legal officer, the executive responsible for guiding high-stakes decisions through legal and governance risk.

A chief legal officer (CLO) is the highest-ranking legal executive in a company, advising leadership on legal strategy, regulatory exposure, and major transactions. The role typically reports directly to the CEO and oversees the entire in-house legal function. According to the Association of Corporate Counsel’s global CLO survey, 79% of chief legal officers report directly to the CEO, highlighting how central the role has become in executive decision-making.

As companies face more complex regulations, cross-border operations, and emerging technologies, the CLO’s responsibilities continue to expand. This guide explains what a chief legal officer does, how the role differs from that of a general counsel, and the skills required to reach the position.

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What Does a Chief Legal Officer Do?

The CLO role extends far beyond traditional legal counsel. As a senior executive on the leadership team, the chief legal officer balances legal expertise with business strategy, risk management, and corporate governance.

Core responsibilities of a CLO include:

• Strategic advising: Counseling the CEO, executive team, and board of directors on legal risks affecting business strategy and decision-making
• Compliance oversight: Building and managing enterprise-wide compliance programs covering regulatory matters, employment law, intellectual property, and healthcare regulations
• Legal team management: Leading in-house counsel, senior counsel, and legal professionals while coordinating relationships with outside counsel and law firms
• Litigation strategy: Directing litigation approach, selecting external representation, and managing legal disputes that affect stakeholders
• Transaction leadership: Overseeing contracts, mergers, acquisitions, and regulatory approvals that drive corporate initiatives

Chief legal officers operate across four distinct roles: Strategist, Catalyst, Guardian, and Operator. CEOs and boards increasingly expect CLOs to spend 60-70% of their time on strategy and catalyst roles rather than operational legal matters.

This shift means modern CLOs evaluate legal issues alongside financial, operational, and reputational considerations. When managing contracts at scale, CLOs focus on risk allocation and deal structure rather than line-by-line review, often leveraging contract analysis tools to handle volume.

Chief Legal Officer vs. General Counsel: Key Differences

Understanding the distinction between these roles helps organizations structure their legal function. While some companies use the job titles interchangeably, the scope and strategic influence often differ significantly.

The general counsel typically manages legal operations: drafting and reviewing contracts, ensuring regulatory compliance, providing legal advice on routine matters, and mitigating legal risks. GCs serve as the primary legal advisors for daily business activities.

The CLO is elevated to a C-suite strategic partner. Beyond managing legal matters, CLOs shape mergers, influence corporate governance, and provide legal expertise that informs executive leadership decisions. Making this distinction could mean the difference between good risk management and strategic growth.

The difference is more about scope than title. Large public companies like Microsoft (2015) and Disney (2023) elevated their general counsel to CLO to signal the strategic importance of legal leadership at the executive level.

Skills and Qualifications for a Chief Legal Officer

The path to becoming a CLO combines deep legal expertise with executive leadership acumen. Most chief legal officers follow a progression through increasingly senior legal roles.

Educational and Career Path:

1. JD degree from an accredited law school, plus state bar admission
2. Associate position at law firms, building foundational legal skills
3. Transition to an in-house counsel role within a corporate legal department
4. Advancement to senior counsel or head of legal positions
5. Promotion to general counsel overseeing the legal function
6. Elevation to CLO with enterprise-wide strategic responsibility

Core Competencies:

• Business acumen: Strategic thinking that extends beyond legal issues to financial, operational, and market considerations
• Executive communication: Board-level presence and the ability to translate legal complexity for non-legal stakeholders
• Risk assessment: Enterprise-wide perspective on legal risks and their business implications
• Leadership: Managing large, cross-functional legal teams and coordinating with government agencies, external partners, and C-Suite peers
• Regulatory expertise: Deep knowledge of compliance frameworks across relevant industries

CLOs need leadership, analytical, problem-solving, and decision-making skills developed over many years of progressive responsibility.

The CLO role demands the ability to operate as a senior executive who happens to have legal expertise. Many corporate legal teams now use technology to free up time for strategic work.

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The CLO's Role in 2026: AI and Evolving Priorities

The chief legal officer serves as a company's top legal executive, operating at the intersection of legal expertise and business strategy. While the general counsel focuses on operational legal matters and compliance, the CLO functions as a C-suite strategic partner who shapes corporate governance, advises the executive team, and influences major transactions.

Legal technology is reshaping how chief legal officers allocate their time and resources. Law360 reports that "AI will factor into most concerns for GCs in 2026," and CLOs face pressure to develop legal strategy around emerging technology.

87% of leaders expect AI agents to reshape governance within the next year. For CLOs, this creates both opportunity and responsibility.

Modern CLOs evaluate legal AI tools for contract review, compliance monitoring, and legal research. The goal: shift legal department resources from operator tasks to strategist and catalyst roles. AI handles document review, clause extraction, and routine legal compliance checks, freeing the legal team to focus on legal strategy.

The challenge lies in balancing efficiency gains with data security, privilege protection, and oversight requirements. CLOs must establish governance frameworks for AI adoption that satisfy board expectations while managing legal risks.

For in-house legal teams, CLO leadership on AI adoption determines whether technology becomes a strategic advantage or a compliance liability.

Lead with confidence as a next-generation CLO

The chief legal officer has evolved into a strategic executive who connects legal risk, corporate governance, and business growth. While the general counsel manages day-to-day legal operations, the CLO operates at the C-suite level, shaping decisions that affect the company’s direction.

Platforms like Spellbook help legal teams support this shift by automating contract review, surfacing risks, and reducing time spent on manual legal work. By handling routine drafting and analysis, the platform frees in-house counsel to focus on strategy, governance, and high-impact decisions. This allows CLOs to operate more effectively as business partners rather than just legal operators.

Want to give your legal team more time for strategic work? Explore how Spellbook can help your organization move faster while staying protected.

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Frequently Asked Questions

What Is the Difference Between a CLO and a General Counsel?

The CLO operates as a C-suite executive focused on enterprise-wide legal strategy, corporate governance, and advising the board of directors. The general counsel typically manages day-to-day legal operations, compliance programs, and the legal department. Many organizations use these titles interchangeably, but CLO generally indicates a broader strategic scope and executive-level influence.

What Qualifications Do You Need to Become a Chief Legal Officer?

CLOs typically hold a JD degree, maintain active bar admission, and have 15-20+ years of progressive legal experience. Most have served as general counsel or head of legal before advancing to CLO. Beyond legal expertise, successful CLOs demonstrate business acumen, executive communication skills, and the ability to contribute to business strategy at the board level.

How Much Does a Chief Legal Officer Earn?

CLO compensation varies significantly by company size, industry, and location. At public companies, CLO total compensation often ranges from $500,000 to several million dollars annually, including base salary, bonus, and equity. The role commands premium compensation due to its strategic importance and the combination of legal expertise and executive leadership required.

Why Are More Companies Creating CLO Positions?

Organizations increasingly recognize that legal leadership requires more than risk mitigation. As regulatory complexity grows and legal issues affect business strategy, companies want their top legal executive to participate in C-suite decision-making. The CLO title signals that legal leadership is integrated with executive team priorities rather than operating as a support function.