The modern general counsel:
Legal advisor and strategic
business partner

Contents
Shifting expectations and responsibilities

3

Decision-making with C-Suite executives

4

Partnering with the CIO

4GC as the risk and compliance manager

5

Expanded role in cybersecurity and privacy

6

Data privacy management and ESG

8Innovation, productivity, and talent retention

8

Technology: Managing risk and costs without sacrificing quality

9

Focus on high-value work

11

Expanding the eDiscovery use case

12

Future outlook

12

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The modern general counsel (GC) role has evolved from legal advisor into
something more. They now serve as a strategic and influential partner and counsel
to the C-Suite, helping make decisions that protect the business while guiding
growth and profitability.
Trained to mitigate risks, GCs must now shift focus to how to best manage risks
in a highly risky environment. They must provide strategic insight, as legal andregulatory concerns arise, to change the perception of the legal function as simply
a cost center.
Through interacting with OpenText enterprise customers, including many ofthe largest and most sophisticated global corporations, it became evident
that enterprise legal departments are facing unprecedented disruption. Digitaltransformation, regulatory, social, and economic shifts are making the old ways ofoperating legal departments untenable. To better understand these challenges andhelp legal departments leverage technology to optimize operations, OpenText andthe Corporate Counsel Business Journal (CCBJ) surveyed almost 300 enterpriselegal leaders.1
This paper explores their evolving responsibilities and key priorities of theseleaders, and highlights innovation occurring in the market and validated in our
survey. Such change is needed to shape the modern practice and business of law to
not only survive, but thrive in the digital age.

Shifting expectations and responsibilities
Regulatory complexity and global economic constriction are driving expansion ofGC’s legal responsibilities.
A stronger voice, greater agility, and innovation are necessary to weatherchanging expectations, increased volume and complexity of data, newregulations, and cost pressures.
In the OpenText/CCBJ study, the factors listed as having the greatest impact onchanging roles and responsibilities include:
Expanded responsibilities to otherrisk areas

69%

Increase in regulations and compliancemandates

55%

Profitability and business outcomesrequiring stronger risk management

55%
0

20

40

60

80

100

Moreover, the pace of change is accelerating, fueled by expanded responsibilities in
the following risk areas:
Compliance monitoring

63%

Data privacy management

47%

Cybersecurity planning

36%
0

20

40

60

80

100

1 CCBJ Corporate Counsel Business Journal, The new General Counsel survey. (2023)

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Accordingly, legal risk must be better managed, decisions made faster andoperational costs reduced. GCs must also learn to exploit new critical technologies
for maximizing ROI and minimizing risk in re-shaping the modern enterprise practiceand business of law.

Decision-making with C-Suite executives
Eighty-seven percent of chief legal officers agreed that the role of general counsel
is shifting from legal advisor/risk mitigator to a strategic and influential partner toother senior executives, including CEOs, COOs, CISOs, CTOs, and CISOs.2
GCs possess a unique understanding of business activities, including operations,risks, and opportunities. Working with the C-Suite and other executives, they can bevaluable assets in establishing predictability and resolving uncertainties relating toeconomic, operational, socio-political, and regulatory risks.
To succeed today, the GC must become smarter and more informed. Modern
technology allows faster access to facts to drive and improve planning while
making better risk-adjusted decisions. These legal leaders should work more crossfunctionally with other business departments to gain a clear understanding of goals,
challenges, and overall operations. As a result, their legal strategies and decisionmaking will be data driven and will help the business avoid risk.

Partnering with the CIO
Meeting these goals not only requires close collaboration with the legal operations
team (Legal Ops), but also with the chief information officer (CIO). In our recent
survey, 72 percent of general counsel stated that CIOs play a critical or importantrole in delivering on departmental legal innovation strategy.
The CIO should be a critical partner not only to address cross-functional risk
challenges (e.g., cybersecurity technology), but to support the GC and its Legal
Ops team (if in place) in identifying and developing solutions to digitally transformthe legal department while ensuring the organization is getting full value from its
technology. Today, adoption remains low. Many in-house legal departments
do not have established technologies, such as matter and document management,in place.

34%

of survey respondents
reported they don't have a
Legal Ops team40%

report lacking IT advocacy andcollaboration as a key barrier preventing
implementation of technology

2 CCBJ Corporate Counsel Business Journal, The new General Counsel survey. (2023)

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The legal team’s technical requirements must align with solution needs and existing
systems. This includes how that infrastructure is configured and maintained,
deployment options, and how performance is measured.
GCs cited the following areas in which collaboration with CIOs has proved useful,
if not critical:

54%

47%

56%

36%

Identifying theright technology
options to
support needs/
requirements

Evaluating
full value,
including ROI,of technology
options

Mapping
solution needs
to existing
systems

Supportinguser
acceptanceTechnical partnership between legal and IT teams will boost adoption by ensuringneeds are best met, establishing integrations with key applications, reassessing
work dynamics, and driving secure and compliant data handling.

GC as the risk and compliance manager
A global pandemic, new government policies, a paradigm shift to remote work,and a rise in social activism have created new risks. With a continuously changing
landscape, there is greater scrutiny of how organizations evaluate and manage
risk. Legal departments are forced to act based on fears emanating from theboardroom, especially with regards to reputational damage. According to the
OpenText / CCBJ survey:
60
50
40
30
20

55%
of GCs surveyed
said profitability andbusiness outcomesrequire stronger
risk management

10

41%

cited businessemphasis on
risk management(vs. risk avoidance)0

Business leaders cannot afford to manage risks on a reactive basis. According to a
recent report, 70 percent of GCs responded that managing risk proactively (insteadof reactively) is the area of their department they are most focused on improving.
“The general counsel is now more of a secretary of state for the CEO; there is asense that a crisis can pop up in a geopolitical way.”3 The GC must adjust to theunpredictability of internal and external risk impacting the organization, adapting
operating models to stay ahead of modern challenges.
3   The General Counsel Report 2023

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Regulatory scrutiny is on the rise. In the United States, the Biden Administration’s
goal of combatting corruption requires greater coordination and data sharing
across many enforcement agencies. The US Department of Justice (DOJ) andother regulators have committed significant resources to corporate criminal andcivil enforcement. New rules, updates, and guidance are increasing burdens oncompanies to identify compliance issues.
The Federal Trade Commission is pursuing more antitrust lawsuits, investigating
significantly more merger deals, and enforcing stricter settlements.4 Whistleblower
incentives and protections are on the rise (e.g., the US Securities and Exchange
Commission program payout is at an all-time high) along with significant efforts
to increase whistleblower protections in the European Union (e.g., the EU
Whistleblower Directive).
For in-house legal and investigations teams, the threat of internal misconduct is
rapidly increasing in frequency and scale. In the OpenText / CCBJ survey,
55 percent cited an increase in regulations and compliance mandates. Enforcement
agencies expect more of businesses, emphasizing iterative risk management andthe need to use data analytics to inform those activities.
The OpenText / CCBJ survey confirms this trend. Asked which factors have had thegreatest impact on their changing roles and responsibilities:

70
60
50
40
30

63%
of respondents
said compliancemonitoring

20

47%
cited data privacy
management

1036%
said cybersecurity
planning

0

Expanded role in cybersecurity and privacy
Cyberattacks have become the second-highest ranked area of concern for classaction lawsuits and an area of expected dispute exposure.5 Comprehensive data
privacy and protection laws, with their stringent obligations and potential for finesand lawsuits have exacerbated this. Breaches often create significant chaos as
key members of the executive team pivot from preexisting priorities to address the
reputational, regulatory, and likely financial impacts.

4   Norton Rose, 2023 Annual Litigation Trends Survey
5   Norton Rose, 2023 Annual Litigation Trends Survey

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GCs and their departments are starting to play a pivotal role in drivingorganizational cybersecurity and data protection initiatives. They are collaboratingclosely with IT and security teams to develop robust information security policies,
incident response plans, and data breach notification protocols. According to a
recent report:684%

of chief legal officers (CLOs) now have at least somecybersecurity-related responsibilities including:

63%

47%

compliancemonitoringdata privacy
management22%of companies
now employ
an in-housecounsel withresponsibility
for cybersecurity

12%
2018

48%

36%
cybersecurity
planning

10%

up 10 percent
since 20182023

are responsible
for coordinating
cybersecurity
strategy across theentire enterprise29%

are fully embedded
in cybersecurity/
IT, working directlywith technicalresources

6   ACC Foundation – 2022 State of Cybersecurity Report

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Data privacy management and ESG
Many general counsel are facing an ever-expanding role in managing the enterprisedata privacy program. In fact, privacy is now the most common business function
directly overseen by legal, overtaking compliance.7 Almost half of organizationsin North America house their privacy function in legal, compared to approximately
one-third of organizations across the rest of the world.8
Beyond climate change issues and guidance on disclosure requirements,
Environmental, Social, and Governance (ESG) priorities and goals are becoming
a key risk management priority for the modern GC, according to a recent survey
on new areas of focus, which ranks ESG ahead of regulatory and internal
investigations, neck and neck with information governance and closing in on
incident response. Many in-house departments are leading material portions of ESG
initiatives and strategy. This includes having greater oversight in some jurisdictions,over due-diligence, third-party practices, and keeping track of regulatory andcompliance obligations.
Organizations also have to consider growing consumer activism. Many legal
departments are concerned with a rise in ESG-related class actions.9 With
increased emphasis on the social and governance pillars, corporate governance,
anti-corruption, and oversight regarding supplier practices associated with modern
slavery and human rights have emerged as key priorities.

Innovation, productivity, and talent retention
The modern GC must recruit, hire, and retain a supremely skilled team tosuccessfully execute on these initiatives. With more work insourced, delivery
models must be assessed, including possibly hiring non-legal professionals
to augment internal skill sets and meet department needs. This may include
technologists, program managers, data analysts, eDiscovery professionals,
business strategists, and operations specialists.
A fundamental move over the last several years to hybrid and remote work means
workers expect higher degrees of flexibility and greater work-life balance.
The hybrid work paradigm is not a passing fad—and in-house legal departments
must operate in some remote capacity going forward.10 As more Gen Zers
and Millennials dominate the workforce, a more empathetic and flexible work
environment is needed to remain competitive and ensure skilled workers remain
engaged and fulfilled.11

7 ACC 2023 LDMB Report. Similarly, according to the IAPP EY Annual Privacy Governance Report, legal remains themost prominent place for privacy offices at 41%.
8 2022 IAPP EY Annual Privacy Governance Report
9 See Norton Rose Litigation Trends Survey
10  S ee Thomson Reuters, 2023 State of the Corporate Law Department
11  A recent survey focused on understanding the experience and challenges of US based in-house legal talent anddata by tenure in an in-house role. Findings indicated that for the most junior in-house attorney, the key focus ison well-being, increasing employee engagement, and providing effective training/development opportunities.
Those employees seek time not only on work but to engage in activities outside that environment. Deloitte, 2023
Legal Talent Survey.

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Legal department leaders are clear that they want to facilitate innovation for
their organizations, recognizing that automation and other innovations must be
implemented to increase productivity and improve performance and collaboration.
According to the OpenText/CCBJ study, 54 percent of GCs surveyed said managing
increased workload to avoid delays and reduced quality is a departmental priority
and 47 percent said optimizing and streamlining operations are among their chief
concerns.12 This provides breathing room to prioritize the professional fulfillment
and work-life balance desired by today’s workforce. Of course, both take abackseat to the top priorities of general counsel: improving their teams’ abilities toproactively manage risk (70 percent) and keep up with and meet new regulatory
demands (59 percent).

Technology: Managing risk and costs without
sacrificing quality
Research from the Thomson Reuters Institute has found that while 65 percent of law
departments are experiencing increasing matter volumes, 59 percent are dealing
with flat, if not decreasing, budgets.13 At the same time, regulatory developments,
compliance risks, and support costs are causing legal departments to anticipate
much more legal spending across practices, regions, and industry sectors.
Median total spend by law departments14
3.5
3.0
2.5
2.0
1.5

$2.4

$3.1

2022

2023

millionmillion

29%

1.0
0.5
0.0

The GC is starting to rely on technology to streamline legal operations. 91 percentof the OpenText/CCBJ survey respondents said technology is critical or important
to meet legal strategy, objectives and challenges and 61 percent expect their legal
technology budget to increase.15 Technology investment is being leveraged to
improve key legal activities, minimize other expenses, and to meet deadlines. This
includes advanced analytics, AI, and machine learning with a focus on automating
workflows and solving complex legal programs.
By adopting these platforms and solutions, legal departments can optimize
workflow, enhance collaboration, and increase productivity within their legal
teams. Centralized access to legal resources and repositories facilitates effective
knowledge sharing, repurposing work to expedite responses to litigation or
regulatory requests and ensuring consistency and defensibility acrossthe organization.
12  C CBJ Corporate Counsel Business Journal, The new General Counsel survey. (2023)
13  T homson Reuters, 2022 and 2023 State of the Corporate Law Department.
14  S ee ACC Law Department Management Benchmarking Report.
15 CCBJ Corporate Counsel Business Journal, The new General Counsel survey. (2023)

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The OpenText / CCBJ survey results16 reveal the top reasons cited by GCs forwanting to implement AI are:60%
Freeing up time to perform high-value work

55%
Enabling legal teams to increase productivity

49%
Automating and simplifying time-consuming and error-prone manual processes
Information retrieval tools, advanced technology, and services are being sought tominimize the costs and risk of eDiscovery, managing legal hold notifications, andpreserving data. Many buyers are placing heavy emphasis on offerings that coverend-to-end requirements. They are selecting technology to improve and automate thelegal hold notification and tracking process that integrates with eDiscovery solutions.
Headwinds remain, however. According to GCs,17 barriers to technology
implementation include:78%
Budgetary constraints

40%
Lack of IT advocacy and collaboration

34%
Slowness to embrace new technology
The goal is a balance between minimizing the costs of outside counsel and keeping
permanent staffing of in-house resources down. For document reviews, thisincludes determining what cases or matters to apply more resources towards andthe sophistication needed to support review activities and analysis.
Leveraging outside providers as valuable experts and resources can be especially
useful for document review services, as well as those associated with litigation
support activities. Experts can leverage existing workflows or customize them inways that are legally defensible. With service professionals’ support, technology
assisted review (TAR) and visualization tools can be used to provide legal
departments with true value. Organizations can mobilize resources efficiently tomeet deadlines and keep review costs down.

16 Ibid.
17 Ibid.

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Focus on high-value work
In-house legal departments must get creative to meet demands and ensure
manageable workloads with a limited resource pool. Technology can free up legal
teams to focus on more substantive, high-value work vs. mundane or routine legal
tasks. Higher-value targets can include accelerating data analysis or review tomeet deadlines or find information pertinent to a matter, distilling facts, and driving
prioritization and case strategy.
In the recent survey of GCs, respondents said areas of focus on their productivity
journey include:

46%
Streamlining operations through optimized workflows

42%
Automating manual tasks being performed by staff

34%
Improving knowledge sharing across legal teams

33%
Adopting technology to drive productivity

28%
Supporting collaboration in a remote/hybrid work environment

26%
Providing centralized access to legal resources

17%
Adopting generative AI technology

14%
Reducing time and effort to manage outside counsel

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Expanding the eDiscovery use case

Methodology
OpenText and Corporate Counsel
Business Journal conducted a
research study by sending invitations
to an online survey to corporate law
departments. There were 289 legal
professionals—74 percent of whom
are located in North America— who
responded to the survey between
July and August 2023.
Of these respondents, 76
percent were from corporate law
departments with between one and
10 attorneys; 15 percent were fromlaw departments with between 11
and 25 attorneys; four percent werefrom law departments with between
51-100 attorneys; and five percent
were from law departments withmore than 100 attorneys.
The respondents represent a broad
range of industries from Banking and
Financial Services, Manufacturing,
Healthcare and Government, andmany others.

Information retrieval and advanced analytics tools, including eDiscovery technology
and techniques, are being implemented to support use cases beyond litigation—
including investigations, arbitrations, audits, incidence or post data breach
response, information/subject rights requests, and M&A due diligence activities.18
Some organizations are outsourcing investigative capabilities and expertise to
locate key facts and gain insights at a fraction of the time through unique workflows
and automation. With increased obligations to demonstrate effective complianceprograms, greater emphasis is being placed on data-driven approaches torisk management and analysis.

Future outlook
Forward-thinking lawyers are already creating high-performance, highly flexible
legal departments. They are using solutions to support business colleagues, deliver
better staff experiences, and provide greater control over work performed byoutside providers.
There is an opportunity for the legal executive to emerge as an empowered
decision-maker relying on intuition, legal knowledge, and data-driven insights.
With a more robust and informed approach to risk-based decision-making, themodern GC can tackle emerging compliance and regulatory challenges withfiscal frugality.

About OpenText
OpenText, The Information Company, enables organizations to gain insight throughmarket leading information management solutions, on premises or in the cloud. For
more information about OpenText (NASDAQ: OTEX, TSX: OTEX) visit: opentext.com.

Connect with us:• OpenText CEO Mark Barrenechea’s blog
• X (formerly Twitter) | LinkedIn

18 See eDiscovery Today, 2023 State of the Industry Report.

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