Filling a vacancy in the legal department

What are the risks of having a vacant legal management position?

The greatest risk is not that every enquiry remains unanswered straight away; the real danger lies in the loss of control: first of all, deadlines, notice periods and court or regulatory dates are lost sight of. At the same time, ongoing contract negotiations are no longer prioritised, meaning that economically important projects are delayed or continue without a robust risk assessment.

Furthermore, the managing directors lose their key sparring partner for decision-making. Knowledge of past negotiations, accepted risks and informal commitments is often contained in emails or resides in the personal memory of the departing individual. Without a structured handover, specialist departments may then apply different standards and engage external law firms in an uncoordinated manner.

Particularly critical are formal functions that fall under the remit of the head of legal affairs. These may include matters relating to corporate bodies and powers of attorney, compliance reports, insurance claims, litigation and reporting obligations. The vacancy must therefore be treated as a governance risk, not merely as a temporary staff shortage.

The risk profile depends on the role and context. A vacancy for the General Counsel in a regulated group requires a different solution to the absence of the sole Legal Counsel at a Mittelstand company. The first few days should therefore be devoted to a structured assessment of the situation.

Preserving knowledge and structuring the handover

If a handover is still possible, it should not merely consist of a list of outstanding tasks. The starting point is a matter list that sets out the status, next step, deadline, person responsible and external adviser for each task. In addition, ongoing contracts, procedures, contacts with authorities and transactions are prioritised by urgency and linked to the relevant documents. Budgets, fee agreements, access rights and communication channels must also be handed over. This includes data rooms, contract archives, law firm portals, insurers and internal escalation channels. Only then can the interim solution become operational without the need for further groundwork. Finally, powers of attorney, board roles, the corporate calendar and known risk positions must be documented. The handover should explicitly state which decisions have already been made, the assumptions underlying them, and where the managing director must make decisions in the short term.

In the absence of an organised handover, the relevant knowledge must be pieced together from systems, email inboxes, specialist departments and external advisers. This should be managed as a separate, short-term stabilisation project with clear priorities.

How an interim solution can quickly become operational

An interim General Counsel or external legal lead does not merely deal with individual legal matters. The role must cover three areas:

Stabilisation. Critical deadlines, procedures, transactions and management decisions are safeguarded immediately.

Steering. New enquiries go through an intake process, are prioritised and allocated internally or externally. Law firms are given clear mandates, budgets and points of contact.

Handover. Filing, matter lists, reporting and outstanding decisions are documented in such a way that the permanent successor can take over without any further loss of knowledge.

To facilitate collaboration, decision-making authority, attendance, availability, escalation procedures and reporting frequencies should be defined. An external interim GC also requires access to relevant systems and direct contact with senior management and key departments. Without this integration, they remain merely another law firm rather than a legal leadership team capable of taking action.

From an interim assignment to a smooth handover

An interim solution is only successful if it not only deals with urgent matters but also paves the way for the subsequent transition. This includes an up-to-date matter register, documented deadlines, an overview of external advisers, transparent budgets and brief decision memos on key risks. The future head of legal must be able to understand why a particular position was chosen and what alternatives remain open.

At the same time, the vacancy can be used to review the role itself. In many companies, it is unclear whether a generalist, a specialist, a legal operations professional or a small in-house function is required. The actual volume of enquiries, the distribution of legal practice areas, international coordination and the proportion of strategic projects provide a better basis for filling the vacancy than the previous job description.

Finally, the handover should not take place in a single meeting. A structured handover of documents, joint discussions with the key internal stakeholders and external law firms, and a limited overlap period have proven effective. This ensures that the knowledge built up during the interim period is retained, and the new head of legal can prioritise tasks from day one, rather than having to rebuild the organisation from scratch.