Interim General Counsel: when a temporary head of legal makes sense and how the role is billed

Risks created by a gap in legal leadership

An unfilled legal leadership role rarely produces only a backlog of legal work. Contract approvals become inconsistent, deadlines sit in individual inboxes, external law firms work without common priorities and similar decisions are taken differently across business functions. During a transaction or crisis, management or supervisory bodies may then lack the information required for an informed decision.

Management responsibility is not transferred to an interim GC. Temporary legal leadership instead creates the structure in which risks are identified, recorded and escalated to the appropriate decision-makers in time. This includes a complete view of proceedings and deadlines, a clear risk assessment, traceable approvals and reliable documentation of unresolved decisions. Without those foundations, the legal function remains vulnerable even where individual questions are answered correctly.

When an interim general counsel makes commercial sense

The classic use case is a vacancy. A permanent appointment deserves a careful process, while contracts, disputes, board dates and compliance matters continue. An interim GC can stabilise the function without forcing a permanent hiring decision under time pressure. The model can also cover parental leave, extended absence or a temporary overload of the existing team.

In an acquisition, disposal, financing or major reorganisation, the emphasis is different. Temporary legal leadership brings internal information together, coordinates due diligence, negotiation, approvals and specialist external counsel, and prevents ordinary operations from being neglected alongside the deal. During a compliance incident, significant dispute or regulatory investigation, the immediate priorities are fact-finding, document preservation, disciplined communications and a coordinated defence or remediation strategy.

A further use case is building the legal function for the first time. The mandate should then extend beyond the current contract queue. The business needs a legal risk inventory, a transparent intake and approval process, contractual standards, rules for instructing external counsel, budget visibility and documentation that a permanent legal leader can take over.

Mandate, authority and integration into the business

Before the start, the company and interim GC should identify which matters fall within the role and which decisions remain with management, the board, supervisory bodies or the business. The mandate may include team leadership, external counsel management, contract and dispute management, compliance coordination, board support and budget responsibility. Each company nevertheless needs its own authority matrix. A vague expectation that the interim GC will take care of “everything legal” quickly produces gaps or duplicated work.

The engagement model must also match the actual arrangement. A law-firm retainer, an independent interim assignment, fixed-term employment and the supply of personnel have different professional, liability, employment and insurance consequences. Legal services may be provided only within the permitted framework. The applicable statutory principle is stated in section 3 RDG. Where a third party supplies personnel who are integrated into the company's organisation and subject to its instructions, a review under section 1 AÜG may also be required. The classification should not be obscured by an unsuitable contractual label.

Operational onboarding requires access to contracts, case files, policies, board materials and the relevant people. Access rights should be proportionate, sensitive data protected and potential conflicts checked in advance. Confidentiality and any protection attaching to legal communications depend on the engagement and procedural context. They should be assessed expressly for the relevant jurisdictions and investigations rather than assumed in the abstract.

Fee models without distorted incentives

A daily rate works where demand and on-site presence vary from week to week. The agreement should also address travel time, short-notice availability, evening meetings and work outside the planned days. A monthly retainer may be more suitable for continuing responsibility within a defined capacity range. It should describe included days or hours, response expectations and services rather than offering only an abstract promise of availability.

For a transaction, investigation or build project, a phased budget may be appropriate. The label matters less than transparency. The company should know what is included, when additional approval is needed and which external costs may be added. A success fee will often be a poor fit for legal leadership where independent risk assessment is required and short-term outcomes should not drive advice.

The commercial comparison should not stop at the daily rate. Avoided friction, better management of external spend, faster decisions and the quality of the handover also matter. A lower-priced assignment without sufficient capacity or documentation can ultimately cost more than a properly scoped mandate.

Handover starts on day one

The assignment should begin with a written baseline: which matters are active, which deadlines are critical, which contracts or projects have priority, which risks remain unresolved and which decisions are pending? This becomes a living matter register showing ownership, status, next action and document location. It is both the management tool for the assignment and the core of the eventual handover.

Processes should be documented so that they can operate without personal background knowledge. Contract templates, approval matrices, adviser contacts, budgets, governance calendars and open legal positions should be recorded as they develop. Before departure, the interim GC should review critical matters with the permanent successor or management. A proper handover supplies context as well as files: why a position was chosen, which alternative was rejected and where a new decision is needed. Temporary legal leadership then leaves a stronger function rather than another knowledge gap.