General counsel

How BC law treats it

Only a practising lawyer may practise law in BC, subject to limited exceptions (Legal Profession Act, SBC 1998, c 9, s. 15). A general counsel who gives legal advice to the organization must therefore be a member of the Law Society of BC in good standing, with professional liability coverage where required, and is bound by the Code of Professional Conduct for British Columbia. The organization, not its management, is the client. Communications between a company and its in-house lawyer are protected by solicitor-client privilege when they are made in confidence for the purpose of giving or receiving legal advice (Pritchard v Ontario (Human Rights Commission), 2004 SCC 31). Privilege does not cover business or operational advice, even if a lawyer gives it. Because general counsel often wear both legal and business hats, privilege can be lost if communications mix the two, so legal advice should be clearly identified and circulated only to those who need it. Some organizations do not need a full-time lawyer. An outsourced or fractional general counsel arrangement provides a lawyer from an outside firm on a retainer, often for a set number of hours or a fixed monthly fee, covering contracts, governance, employment, privacy and dispute management. The same privilege and professional rules apply. A general counsel, whether in-house or outsourced, typically manages outside counsel for litigation, major transactions and specialized areas.

What it means for your business

Growing BC companies often reach a point where routine contracts, employee issues, investor relations and compliance need consistent legal attention. Hiring a full-time general counsel is expensive. A fractional arrangement gives founders a lawyer who knows the business, at a predictable cost. Whichever route is chosen, keeping legal advice separate from business discussions protects privilege, which matters most when a dispute or regulatory investigation arrives. Example: A Vancouver software company with 40 employees retains an outside firm as fractional general counsel for a monthly fee. The lawyer reviews customer contracts, updates its privacy policy and coordinates a shareholder dispute with litigation counsel.

Risks and common mistakes

Assuming every communication with an in-house lawyer is privileged, including business advice. Copying large internal groups on legal advice, increasing the risk of losing privilege. Giving the title general counsel to a non-lawyer who then gives legal advice. Treating the general counsel as personal counsel for executives, when the company is the client. Relying on an in-house generalist for specialized litigation or transactions without outside support.