The general counsel resigned on Tuesday. By Friday, someone in finance asks whether the company can sign a supplier renewal that expires next week, and nobody left in the building knows the answer. There are fifty-odd open matters in the file, and the one person who knew which three actually mattered this month is serving out notice.
That’s the real loss, and it has almost nothing to do with the empty office. A GC’s value is triage: knowing which of the fifty matters is a live risk this quarter and which can wait. Outside counsel will answer every question you put to them, accurately and at partner rates. They won’t answer the ones nobody thought to ask.
Containment first, search second. Here’s what to lock down in the first fourteen days.
Days 1 to 5: get the matter list in writing
Get a written matter list from the departing GC while they’re still reachable and cooperative. The window closes fast: in week one they’ll give you an hour, in week four a spreadsheet with no context. Ask for a document, not a conversation, because a verbal handover leaves with the person who gave it.
For every open matter:
- Matter name and a one-line description someone non-legal can understand.
- External firm and the named partner. Not just the firm name. The person who picks up the phone.
- Current status in one sentence, the next hard date, and what happens if it’s missed.
- Estimated remaining spend. Rough is fine.
- The internal business owner who’ll notice if it stalls.
- A live-risk flag on the three to five matters genuinely live this quarter.
Push for that last field even if you get nothing else. A departing GC will usually tell you honestly which files keep them up at night, and you can’t piece that ranking back together from the documents. It’s the triage judgment you’re about to lose, captured on paper before it goes.
Flag the dates that don’t move
Go through the list again looking only for immovable deadlines. A missed filing or a lapsed renewal is the kind of problem outside counsel can’t fix after the fact, and these live in a GC’s head rather than a calendar anyone else can see.
- Regulatory and statutory filings, including change-of-control and privacy reporting.
- Litigation dates and limitation periods, including on claims the company might bring.
- Auto-renewal notice windows. The notice window is the deadline, not the renewal date.
- Lease options, consents and assignment deadlines.
- Insurance renewals, particularly claims-made policies where a coverage gap never closes.
- Financing covenants and reporting dates.
- IP maintenance. Trademark renewals and patent fees run on statutory schedules, often held by a single external agent nobody else has spoken to.
Put every date in a shared calendar with two owners. The failure mode isn’t that nobody knows the date. It’s that one person knew and then went on holiday.
Work out who can actually sign
Confirm signing authority today, before someone needs a document executed. The delegation matrix was often maintained by the GC, sometimes informally, and occasionally names them personally rather than the role.
- Read the matrix for personal names. If it names a person rather than a title, you may need a resolution to move the authority.
- Check banking and signing resolutions. Usually separate from the internal matrix, and usually stale.
- Check whether live contracts require a named signatory.
- Agree an interim escalation path in writing. Who approves what, up to what value, on one page, circulated.
Transfer the firm relationships before they cool
Most external relationships are personal to the departing GC. The litigation partner took their calls because they knew each other, not because you’re the firm’s largest client.
For each firm, record the named partner, the matters they hold, the rate card and where the engagement letter lives. Then ask the GC one direct question: which of these relationships is personal to you, and which is institutional? Introduce whoever is stepping in before the GC leaves, on a call rather than by email, or the firms default to waiting for you to call them.
Ask counsel early how privilege attaches to advice from whoever covers the gap, particularly if they’re seconded or contracted rather than employed. Cheap now, expensive later.
Days 6 to 14: buy as little interim cover as you can
Interim cover is a bridge, not an answer. Every week of it costs money that buys continuity today but builds no institutional knowledge for tomorrow: whoever holds the seat on a defined term takes what they learned about your matters, your firms and your risk posture with them when the term ends. The permanent hire is the thing that actually solves the problem, and the interim arrangement exists only to keep risk contained until that person starts.
So the question isn’t which interim option is best. It’s how little you need, which depends on how long the seat will be empty and how much independent judgment the gap requires. Post-acquisition integration is a different problem with a different answer: that workload looks finite, but it leaves a residue, so the right response there is a permanent senior counsel rather than cover.
| Option | Cost | Independence | Cover during the gap | Best for |
|---|---|---|---|---|
| Secondment from an existing firm | Moderate, billed hourly | Low, they have a conflict | High, they know your files | A short gap of a few months |
| Fractional GC on retainer | Lower monthly, part-time | High, no firm to feed | Medium, in the building weekly | An episodic or lighter workload |
| Interim GC on fixed term | Highest, full-time salary | High | High once ramped | A long gap while you run a search |
A secondment is fastest, but the person deciding what goes to outside counsel works for outside counsel. Fine for a few weeks, a problem over months, and better named out loud than pretended away.
A fractional GC gives you independent judgment a day or two a week, provided your matter list is clean enough that they can triage on arrival rather than spending three visits rebuilding it.
An interim GC is full-time on a fixed term. It costs most and takes weeks to ramp, but it’s the only option where someone triages risk full-time.
For a three-month gap, a secondment or fractional arrangement usually covers it. For a gap approaching six to nine months, an interim GC is normally worth the cost, because that’s long enough for unmanaged risk to compound. Scope with a clean exit rather than scoping tight and renegotiating under pressure in month four.
We should say plainly that none of those three is us. We place permanently, because we think a legal function is built by someone who stays, so a secondment comes from your existing firms and a fractional or interim GC comes from a provider that does defined-term work. What we can tell you is how long the permanent seat will realistically take to fill, which is the number that decides how much cover you have to buy, and the number that shrinks it.
That pressure is real: 63% of legal departments reported rising regulatory compliance workload in CLOC’s 2026 State of the Industry Report, while only 37% expected outside counsel spend to grow, down from 58% the year before. More work is coming, and most departments aren’t solving it by writing bigger cheques to firms.
Start the permanent search in the same week
The single most useful thing you can do in the first fortnight, alongside the containment work, is start the search. Interim cover is priced by duration, and the duration is set by how long the permanent seat takes to fill. Buy the cover before you know that number and you will either overbuy or renegotiate in month four.
Here is the number to plan against. On in-house mandates we send first resumes typically within 24 hours of intake, counsel-level roles close in six to nine weeks, and general counsel searches run ten to fourteen weeks before you add the successful candidate’s notice period. Assume the seat is empty for a quarter at minimum. Shortlists run two to eight candidates, with weekly written updates and a live pipeline view rather than silence between calls. We place across Toronto, Hamilton and the Greater Golden Horseshoe, Kitchener-Waterloo, Ottawa and Vancouver.
This is also the one moment you can ask a question that’s awkward at any other time: does the seat come back the same shape? Sometimes the honest answer is a senior counsel plus a deliberate outside-counsel budget rather than a like-for-like GC, which costs less and fills faster, and we’d rather work that through with you than run the search you first asked for. We cover it in how to hire your first general counsel in Canada, and break the process down in inside a general counsel search.
Our legal team includes former practising lawyers, and our senior partners run each engagement personally rather than handing it down, so the screening conversation is about whether someone’s experience matches the matters on your desk. Because we recruit across both the law firm and in-house sides of the market, we can also tell you which firm lawyers are ready for a first in-house seat and which want a quieter version of the job they already have.
If you’re in the first week of this right now, tell us where the gap is and we’ll give you a realistic fill time so you can size the interim arrangement around it. We work on contingent search by default with no fee until a candidate is placed, take general counsel mandates retained, and put fee terms and the replacement guarantee in writing before the search starts.
FAQs
What should we do first when our general counsel resigns?
Get a written matter list while they’re still reachable, ideally in week one. It should carry the external firm and named contact, current status, the next hard date and the consequence of missing it, remaining spend, the internal business owner, and a flag on the three to five matters that are genuinely live risks this quarter. That flag captures the triage judgment you’re about to lose.
How long will the general counsel seat be empty?
Plan for a quarter at minimum. A general counsel search runs ten to fourteen weeks before you add the candidate’s notice period, so scope interim cover against the pessimistic case with a clean exit. Starting the interim arrangement and the permanent search in the same week is what keeps the two from compounding.
What deadlines are most commonly missed during a GC gap?
Auto-renewal notice windows, insurance renewals on claims-made policies, regulatory filings on statutory dates, and IP maintenance such as trademark renewals. They share a feature: silent until they’ve already failed, and usually tracked in the departing GC’s own calendar rather than a system anyone else can see.
Should we replace a departing GC like for like?
Not automatically. A departure is the one moment you can look at the function honestly rather than reposting the old job description. If most of the work was commercial contracting and the strategic load was light, a senior counsel plus a deliberate outside-counsel budget often costs less and fills faster than a like-for-like GC. Counsel-level roles close in six to nine weeks against ten to fourteen for a general counsel search, which also shortens the interim cover you have to buy.
How fast can you fill the permanent seat?
We send first resumes typically within 24 hours of intake. Counsel-level roles close in six to nine weeks and general counsel searches run ten to fourteen weeks, before the successful candidate’s notice period. Shortlists run two to eight candidates with weekly written updates. We place permanently across Toronto, Hamilton and the Greater Golden Horseshoe, Kitchener-Waterloo, Ottawa and Vancouver, on contingent search by default with no fee until a candidate is placed, with general counsel mandates taken retained.
