When the board wants answers on tariffs, AI, activism, and whistleblower complaints all at once, how does the GC manage?
You’re the general counsel of a widely held TSX-listed consumer goods company in Canada, and you just stepped out of two days of intensive board meetings. Your to-do list is incredibly long. The audit committee chair is asking about the legal and business implications of the recently announced tariffs, the company’s mitigation strategy, and how best to communicate the risk of further tariffs to shareholders. The governance committee chair wants bulletproof responses to mounting investor concerns about CEO succession and a shareholder proposal on a sensitive topic. The human resources committee chair is pressing for an update on an internal investigation triggered by a whistleblower complaint alleging forced labour in the global supply chain. And the board chair wants a comprehensive legal analysis on the CEO’s ambitious plan to drive efficiencies through an AI rollout across the business.
Of course, these demands threaten to crowd out the day-to-day issues keeping your legal department busy. You have rolling labour negotiations, a long-simmering class action, a bitter intellectual property dispute, and so much more. Welcome, GC, to a phenomenon I call “everything, everywhere, all at once,” evoking all the chaos of the popular 2022 film.
It’s trite to say that boards, CEOs, and the counsel who guide them operate in a tumultuous external environment. Since dealing with a once-in-a-century global pandemic, they have had to respond to war in Europe and the Middle East, persistent inflation, supply chain disruptions, energy shocks, on-and-off trade wars, devastating wildfires, and other climate disasters.
How can the GC succeed? If the last six years have taught us anything, it’s that volatility is no longer an isolated event but a standard feature of the business landscape. Guide your advice and decision-making by three key principles:
Be agile. Threats and opportunities arise more frequently and with little notice. Take AI, which went from an internet curiosity to an economic driver in months: Move too slowly, and you risk falling behind; move too fast without appropriate guardrails, and you expose the company to major legal, operational, and reputational risks. Boards and management no longer look to the GC for narrow legal answers, seeking instead a holistic approach that balances risk management with the need to advance business objectives on a compressed timeline.
Consider tariffs, which are now announced, imposed, and altered almost daily, and often in the face of existing trade agreements. The GC must quickly understand where tariffs impact the business, both as an importer of raw materials and an exporter of finished goods, while identifying potential mitigants and communicating with stakeholders. Who pays under supplier agreements? Can cross-border supplier agreements be terminated to source locally? How do you draft meaningful risk factor disclosure when the ground keeps shifting?
Think ahead. Given the rapid pace of change, the GC should anticipate future legal, regulatory, and stakeholder risks and keep the board and management apprised. With no comprehensive binding AI framework in Canada yet, the GC should map the contours of one now, a task further complicated for global operators navigating inconsistent international rules.
The GC should also anticipate how stakeholders will react as AI further integrates into workflows. Have a unionized workforce? General counsel should consider how collective agreements may apply to AI-related workforce changes. Shareholders questioning the company’s pace of AI adoption? The GC must balance short-term shareholder pressure against the longer-term risks of enterprise-wide adoption. The GC should be able to articulate the company’s AI strategy credibly, without inviting regulatory scrutiny for “AI-washing.”
Be a business partner. The days of the GC as a siloed legal advisor are long gone. GCs are now integrated members of the business team, working hand in glove with the board, CEO, and other executives to deliver value for the business. Chief among the GC’s functions is managing risk. In today’s volatile environment, that means operating in the grey zone, offering advice that is as much legal analysis as it is risk, communications, and stakeholder engagement strategy.
The GC who adds the most value sees the whole picture, bringing sound judgment to competing legal, commercial, operational, geopolitical, and governance considerations. The answer to “everything, everywhere, all at once” is not to know everything but to bring order to complexity and help the C-suite execute with confidence. While the demands on the GC have never been greater, neither has the opportunity to lead.
Poonam Puri will present a case study and table exercise entitled “GC Decision-Making Under Global Pressure” at the Canadian Legal Summit on October 14 at The Carlu in Toronto.
