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Counsel, General Counsel, Of Counsel, Attorney General: The Title Map

"Counsel" appears in a dozen professional titles that mean very different things. A general counsel and an attorney general are not the same role, and "of counsel" on a business card is a specific relationship with defined ethics obligations. Here is the complete map.

When a company decides it needs its first in-house lawyer, a useful starting point is understanding the entity structure -- whether it is an LLC, S-Corp, or C-Corp will affect what legal function it needs. The comparison at C-Corp vs S-Corp is worth reviewing before that first general counsel hire, since the entity type shapes governance obligations and legal risk.

The Full Title Map

Counsel (plain)

Any lawyer acting in an advisory capacity, especially in a formal or professional context. In court, 'counsel' is the form of address for an attorney appearing before the bench. In business, it is used loosely to mean any retained or in-house lawyer.

Authority: General usage; no specific ABA definition

In-House Counsel

A licensed attorney employed directly by a company, nonprofit, government agency, or other non-law-firm organisation to provide legal services exclusively to that employer. The in-house counsel advises one client (the employer) rather than a portfolio of clients. In-house roles range from assistant counsel to GC.

Authority: ABA Model Rules apply fully; in-house counsel are subject to all professional conduct rules

General Counsel (GC)

The most senior in-house lawyer in an organisation. The GC oversees the entire legal function, manages outside counsel relationships, sits on or reports to the C-suite, and is ultimately responsible for all legal risk management. At large public companies, the GC is often also the Corporate Secretary.

Authority: Association of Corporate Counsel (ACC) surveys approx 50,000 in-house counsel globally

Chief Legal Officer (CLO)

Title used by some organisations for the most senior lawyer, typically when the GC has been elevated to a full C-suite role alongside the CEO, CFO, and COO. Functionally equivalent to GC in most cases.

Authority: Usage varies by organisation; no regulatory definition

Deputy / Associate General Counsel

Lawyers reporting to the GC, typically leading practice-area teams: litigation, M&A, IP, employment, compliance. At large companies there may be several Deputy GCs each running a department.

Authority: Internal corporate title; no external regulatory definition

Of Counsel

A lawyer affiliated with a law firm but not a partner, associate, or regular employee. ABA Formal Opinion 90-357 (1990) identifies four permitted models: semi-retired former partner; partner returning from leave; permanent part-time senior practitioner; or probationary/transitional associate. Creates full ethical obligations including imputed conflicts.

Authority: ABA Formal Opinion 90-357

Outside Counsel

A law firm engaged by a company to provide legal representation on specific matters. The flip side of in-house counsel -- when a company hires a firm rather than employing a lawyer directly. Outside counsel relationships are governed by an engagement letter and retainer.

Authority: Standard practice; no regulatory definition

Special Counsel

Two distinct meanings: (1) in a law firm, a title between senior associate and partner, used differently across firms; (2) in government, an attorney appointed outside normal chains of command to investigate specific matters (e.g., US Special Counsel under DOJ regulations, 28 CFR Part 600).

Authority: 28 CFR Part 600 (federal special counsel); firm usage varies

Attorney General

The chief legal officer of a government jurisdiction: the US Attorney General heads the Department of Justice; state attorneys general are the chief legal officers of their states, responsible for consumer protection, law enforcement, and representing the state. Not to be confused with a company's general counsel.

Authority: 28 U.S.C. § 503 (US AG); state constitutions / statutes (state AGs)

Solicitor General

Represents the US federal government before the Supreme Court. Ranked below the US Attorney General in the DOJ hierarchy. Often called 'the 10th Justice' because of the frequent SCOTUS appearances. State-level equivalents exist in some jurisdictions.

Authority: 28 U.S.C. § 505

Corporation Counsel / City Attorney

The chief legal officer of a municipal or county government. In New York City, the position is called Corporation Counsel; in many other cities, City Attorney. Provides legal advice to the city, handles litigation involving the municipality, and often manages a large public-sector legal department.

Authority: City charters and municipal codes; varies by jurisdiction

Frequently Asked Questions

Is the general counsel the same as the attorney general?
No. A general counsel is a company's chief in-house lawyer. An attorney general is a government official -- the chief legal officer of a state or of the federal government. The US Attorney General heads the Department of Justice. The two roles are completely unrelated beyond both being lawyers.
Do in-house counsel need bar admission?
Almost always yes. Lawyers who give legal advice to their employer generally need bar admission in at least one state. Some compliance and legal operations roles are structured to avoid the formal provision of legal advice, but most true in-house counsel roles require bar admission.
What does 'of counsel' mean on a business card?
Of counsel designates a lawyer affiliated with a firm but not a partner, associate, or regular employee. ABA Formal Opinion 90-357 identifies four permitted of counsel models. The relationship creates full ethical obligations including imputed conflicts of interest between the firm and the of counsel attorney.
Is special counsel a partner?
Not necessarily. In law firms, 'special counsel' is used differently across firms -- sometimes for senior associates near partnership, sometimes for lateral hires in a transitional status. In government, a Special Counsel is an attorney appointed outside the normal chain of command to investigate specific matters.
Can a company have multiple general counsels?
Typically one GC, but large companies often have multiple Deputy or Associate General Counsels leading practice-area teams. Some companies use 'Chief Legal Officer' for the most senior lawyer with 'General Counsel' used for the next level.
What is the difference between corporation counsel and general counsel?
Corporation counsel is the chief lawyer for a municipal government. General counsel is the senior in-house lawyer of a private company. Both are senior in-house roles; the key difference is whether the client is a government entity or a private organisation.
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