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Legal, Risk, Compliance & Government Affairs

Nine steps general counsel can take to improve their succession planning

2/23/2017 Lee Hanson and Victoria S. Reese

general counsel succession planning

Despite the benefits of a well-structured succession plan—continuity in the function, a successor with thorough knowledge of the business, a hedge against the risk of an incumbent’s sudden departure—relatively few general counsel are good at it. Many see it as remote from their professional interests or (consciously or unconsciously) don’t wish to confront the idea of one day being replaced. And even a well-designed process can falter: The designated successor may be underprepared or, in the worst case, rejected by the CEO and the C-suite, forcing the company to scramble for another candidate.

Succession planning is an ongoing process—not something you do once or every few years. Here are nine simple steps GCs can take to avoid the hazards, identify potential, and create a superior succession planning process.

1. Refine your talent management skills. Effective talent management is part art, part science, and all disciplined execution. Giving feedback must go beyond relying on instinct and be designed to genuinely advance the development of the candidate. GCs should provide feedback often, set goals for the candidate, and initiate a plan to address critical competencies. Be honest about candidates’ gaps, even if they are personality-related. If you do it well, candidates will appreciate it; someone who doesn’t might not be the right successor.

2. Advise up-and-comers about the path to the GC role. CEOs have come to expect more than ever from their GCs: wise counsel, effective management of the legal function, strategic thinking, and a global perspective. They must not only know the legal discipline but also act as generalists who can make significant business contributions to the company. Thus high potentials should be encouraged to seek line experience in the business, take on roles that require the management of significant numbers of subordinates, work abroad, and develop diverse legal experience—for example, in corporate law, litigation, tax law, intellectual property, or compliance.

3. Give candidates wide exposure in the organization. When you’ve settled on a successor, communicate that support to your colleagues in the C-suite and to the board, and create opportunities for the successor to interact with them. You must also ask for candid feedback on the candidates’ performance from people with whom they have worked—line of business leaders, internal consumers of their legal work, and outside counsel. Do these observers see the candidate as a plausible successor?

4. Ensure meaningful mentoring opportunities. The GC will of course act as the primary mentor for a potential successor, but consider seeking additional mentoring from another member of the C-suite. The successor could thereby gain an additional perspective on how to navigate the organization, develop a strong and valuable relationship with the mentor, and secure a foothold of support in the top team.

5. Be honest with the “not-quites.” Even a valuable contributor may not be suitable for the GC role at their current company. Be honest with them about their prospects, giving them the opportunity to consider where they want to go with their career. GCs have sometimes recommended their top talent for GC roles outside the company, even though it means losing a valued person. These GCs know that this attitude will create more loyalty throughout their department—and they also know that real stars who are unsuited to the top job will eventually leave anyway.

6. Be transparent about when you will depart. Begin grooming your successor at least two years before your retirement. Ideally, you would set your departure date and adhere to it. But unforeseen developments can create circumstances in which it would be irresponsible to depart: a new CEO might want you to stay on to provide institutional memory, or the company could suddenly plunge into a crisis. In any case, keep your successor informed—and never delay your departure due to a reluctance to let go. Sending mixed signals is a sure way to alienate a would-be successor and even encourage them to leave.

7. Give your successor opportunities to shine. To highlight your successor’s competence and leadership, put him or her in charge of leading your legal team on a major piece of litigation. Or when a significant new regulation will affect the company, have the candidate assess its legal impact, design the company’s response, and roll out the plan to the board. If the candidate has not been exposed to the board, consider giving him or her the role of corporate secretary. Encourage candidates to network externally through conferences and speaking engagements that can help establish them as thought leaders.

8. Don’t neglect the intangibles. The number one reason we see CEOs reject a potential GC successor is lack of gravitas. While the candidate may be a highly proficient lawyer and an excellent manager, he or she may not have the demeanor that inspires confidence and enables someone to command a room, communicate persuasively, and exert influence when it matters most. Assess potential candidates for the leadership attributes that constitute gravitas, mentor them about how to acquire those qualities, and support them with leadership coaching to accelerate their progress.

9. Align the candidate with the future CEO and C-suite peers. Forward-looking GCs expose their potential successor not only to the CEO and board, but also to the likely successor to the current CEO. Whether there is an heir apparent or a crowded field, helping your successor win the trust of the future CEO will lay the groundwork for a fruitful relationship and seal your lasting legacy.

Good lawyers leave nothing to chance. By taking a strategic, best-practices approach to succession planning, you can protect your company from the consequences of a critical gap in leadership, make sure the best candidate is fully prepared to assume the increasingly complex duties of the role, and meet the ultimate test of a leader’s effectiveness—how well your organization performs after you depart.

About the authors

Lee Hanson ( is a vice chair in Heidrick & Struggles’ San Francisco and New York offices; she is a member of the Financial Services and CEO & Board practices.

Victoria Reese ( is the global managing partner of Heidrick & Struggles’ Legal, Risk, Compliance & Government Affairs Practice; she is based in the New York office.

Reprinted with permission from the December 20, 2016 issue of Corporate Counsel. © 2016 ALM Media Properties, LLC. Further duplication without permission is prohibited. All rights reserved.

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