This is the latest in a series of columns from attorneys at O’Melveny & Myers LLP, examining the intersections of the political and legal worlds in the run-up to Election Day 2012.

Today’s general counsel—straddling a complex global intersection of law, politics, policy, and business—has an imperative opportunity to make a difference in the life cycle of a public company. And the upcoming elections are magnifying that opportunity significantly.

General counsel have a lot on their minds as the 2012 U.S. presidential election looms. They’re focusing on political and policy developments in other key geographies as well, especially in the E.U. and China. The U.S. election is shaping up to be a historic referendum on policy-based approaches to growing the economy and creating jobs—calibrating the risk appetite of the American people who have lost trust in political and business leadership and the economic fairness of their lives. As raw and emotional political power clashes for control of the White House and Congress, much hangs in the balance for corporate America—and on the leadership mantle of the general counsel.

Indeed, today’s general counsel straddles a global, complex, and high-speed intersection of law, business, politics, and policy—an intersection where the role of the general counsel has been pressured, expanded, and elevated. Pundits rightly chronicle the evolving roles and responsibilities of the general counsel and the new reality of corporate governance in which they operate. Beginning with the accounting scandals that prompted Sarbanes-Oxley, and continuing through to the catastrophic leadership failures that prompted Dodd-Frank, the balance of power among government regulators, shareholders, boards of directors, and management has changed and remains unsettled.

As the balance of power has shifted, the positions of CEO and CFO have become more pressured and less tenured. Boards struggle with balancing investor pressures for short-term results against their overarching responsibility for long-term success. Tracking political trends has become a core work stream in corporate strategy development. No surprise, then, that the premium has risen for general counsel with lighthouse leadership skills, business and political acumen, strategic thinking aptitude—and crisis management courage. More and more, whether facing the big deal or the big problem, the general counsel is the admiral of the fleet—beginning, of course, with legal strategy, but also integrating corporate development, international policy and public affairs, stakeholder relations, and corporate culture and reputation.

In short, it falls, in large measure, to the general counsel to lead the integrated legal, business, and political solutions to the big problems and the accomplishment of big opportunities. For example:

  • Mergers and Acquisitions: Visionary CEOs have audacious plans to transform their companies with strategic acquisitions, while antitrust regulators, here and abroad, are aggressively reviewing any deal that aggregates significant market share or conceivably undermines consumer value propositions. When a deal is announced, the investment community will vote, customers and suppliers will react, the media will shape the questions and answers, and the regulators will consume it—all while pouring over internal documents to impeach the economist’s advocacy. Meanwhile, competitors will go to battle stations to consider how to disrupt the deal or vault over it, depending on their assessment of regulatory outcomes. The regulatory filters in President Barack Obama’s administration are much tighter than in President George W. Bush’s. Election results can definitely affect antitrust policy in the U.S. But the head scratching only begins there. The most difficult divination today is how China’s Ministry of Commerce (MOFCOM) will judge a deal, not which party will win the U.S. presidency.
  • Intellectual Property: Has patent reform failed? Does the company have the design freedom it needs to compete and win? Have the courts had it with the greed and power plays of the IP wars? Will the antitrust regulators react with an open mind to new innovation and business models as disruptive technologies continue to affect the marketplace? Is there any hope that policymakers will bury the hatchets and devise commonsense approaches and solutions so the client can plan and invest efficiently? When will China have enough of its own intellectual property to protect that it will be motivated to protect the property of multinationals? The board wants to know.
  • FCPA in a Whistleblower World: It is hard to imagine a responsible public company that has not worked hard to implement Foreign Corrupt Practices Act compliance policies and procedures. But are they being followed? Can you sniff out where the bodies may be buried? The general counsel only knows one thing for sure: whoever wins the presidential election, there will be no mercy for companies who bribe their way to success and, even worse, sweep it under the rug. (Also, this would not be a good year for a distributor to be selling into Iran. . .)
  • Say-on-Pay: When populist, class-warfare politics coincide with shareholder activism, drafting the proxy materials is not just a technical compliance exercise. The compensation committee is in the hot seat, and the named executives in the proxy are cannon fodder. Corporate reputation is implicated. The proxy is now both a political hot potato and a disclosure headache, as the government relations team sits shoulder to shoulder with the investor relations and PR teams that are reviewing the drafts.
  • Political Participation: Does the CEO want to host a political fundraiser? If he does, will you let him blog and tweet about it? What position is your industry trade association going to take, and can you harmonize it with the public persona and corporate reputation of the company? If you need to participate and shape a policy narrative, at home or abroad, do you really know how to train your CEO to talk with government officials instead of talk at them? There is a difference.

The most admired general counsel in the country think like lawyers, but they don’t think only like lawyers. Today, looking back, they are processing the lessons learned from a gut-wrenching and prolonged financial crisis and recession. Today, looking ahead, they are studying election calendars and geopolitical trends for what big problems and big opportunities they may signal.

Tom McCoy is a partner in O’Melveny’s Washington, D.C. office. He counsels senior executives and boards of directors on the crafting and implementation of sophisticated legal and business strategies. The opinions expressed in this article do not necessarily reflect the views of O’Melveny or its clients, and should not be relied upon as legal advice.