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Let’s be honest. Is the title “chief legal officer” really necessary? Surely a CLO’s job isn’t any different from a GC’s. Doesn’t the CLO title just smack of self-importance or management consultant-speak? “General counsel,” of course, remains the term of art. Among the 200 largest law departments at public companies, only five are led by someone bearing the title CLO. According to Frederick Krebs, president of the American Corporate Counsel Association, the term is still fairly unusual in smaller law departments, too. But the CLO tag crops up with increasing regularity these days, both as a descriptive synonym for general counsel and as an official job title. It comes from the late 1990s, a time when “chief fill-in-the-blank officer” titles swept the business world. That era gave us chief creative officers, chief marketing officers, chief medical officers, and other equally puffed-up monikers. While titular inflation certainly exists, however, it turns out that there really are some legitimate reasons for bestowing the CLO title. Chief (as it were) among them is the simple need for another level in law department leadership. Conglomerates and multinational companies often employ general counsel for various subsidiaries or geographic regions. The chief legal officer title can denote the person those GCs report to, the person with ultimate responsibility for legal matters. “When you see ‘CLO,’ it tends to give you an indication that it’s a global company or a multifaceted company,” says Susan Sneider, a legal consultant with Chicago-based Hildebrandt International. That’s true — except when it’s not. The problem is that companies don’t use the CLO and GC titles uniformly. “They really are all over the place,” says Daniel DiLucchio, a principal with Newtown Square, Pa.-based legal consulting firm Altman Weil Inc. “Some people who are really GCs use ‘CLO,’ and some who are really CLOs use ‘GC.’” Like Sneider, DiLucchio feels that companies should restrain themselves from using CLO, except in instances where an additional layer is needed between the GC and CEO. “To me, that’s what makes sense,” he says. “But there’s no rule book out there — and I’ve been looking.” To complicate matters further, CLO also gets used when the job entails additional functions. “Oftentimes you’ll see the title CLO when the GC’s responsibilities extend beyond traditional legal services,” says Sneider. Examples include risk management, human resources and government affairs. Although “chief legal officer” certainly doesn’t suggest nonlegal duties, it does sound grander than GC. Perhaps that’s because the “general” in general counsel means that the jobholder is a legal generalist, not the equivalent of an officer with lots of stars on his shoulders. The “chief” in “chief legal officer,” on the other hand, denotes the head of a division (or, if you like, tribe). And, for some reason, everybody else who has real power in a corporation has “chief” and “officer” in his or her title — so why shouldn’t the lawyers? Sometimes a company’s decision to switch to CLO just reflects the chief executive’s desire to tidy up all the titles. Carl Edwards, executive vice president and general counsel at Richardson, Texas-based Lennox International Inc. since 1992, recently saw his GC title changed to CLO. “To be completely frank about it, the job description hasn’t changed at all,” admits Edwards. “We’ve simply had a different chief executive officer, who chose a different title structure.” Finally, some companies are just plain eccentric about titles. Which brings us to Dennis P.R. Codon, who holds both the GC and CLO titles at Sugar Land, Texas-based Unocal Corp. Just before Codon was appointed general counsel, a decade ago, the oil company adopted a new bylaw, stating that it must employ a CLO. “So I just ended up with both,” he says. “I wish I could tell you it had great substance, but it doesn’t,” he confesses. “But I’ve got two middle names, so why not two legal titles?”

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