From Gatekeeper to Enterprise Architect: The Evolution of the GC

With guest contributor Nathalie Dubois, VP at Fnac Darty Group and VP of the AFJE, Lawyers Association in France

The real pressure on legal teams today is not volume alone. It is structural complexity. Geopolitics, ESG regulation, artificial intelligence, cybersecurity exposure, and board-level governance expectations have expanded the perimeter of responsibility for General Counsel. At the same time, resources have not expanded proportionally.

Globally, General Counsel are increasingly joining executive committees. In many organizations, they also assume the role of board secretary. More than a symbolic change, this reflects how legal expertise is being re-evaluated across the business.

Legal is no longer confined to interpreting regulations as a standalone practice, but rather bridging different areas of the business. The GC is evolving, and legal is moving toward the function of an enterprise architect. But how are legal teams orchestrating and navigating these changes, especially in times of heightened global complexity?

In January, DiliTrust had the honor of hosting Nathalie Dubois, VP at Fnac Darty and leader of the AFJE Lawyers Association in France, to share her perspective on this transformation and how legal teams can respond to it.

Dubois anchors her legal perspective in two Japanese concepts, offering a pragmatic framework for legal leadership — a compass to navigate an evolving landscape.

Kaizen, or continuous improvement as governance

Kaizen reflects the need for continuous improvement in all aspects of business. For legal teams, this means accepting that no operating model is ever final. Processes, governance structures, and collaboration frameworks must evolve as the world, and regulation, evolve.

In this context, legal operations take on new relevance. It is more than following a trend: it becomes structural and crucial in freeing up legal professionals’ time so they can focus on strategic judgment.

Kaizen reframes transformation. It is a continuous operating discipline, not a one-shot digitalization project.

Kintsugi, or strength through collective intelligence

The second concept Dubois used to illustrate this approach is Kintsugi, the art of repairing broken ceramics by highlighting the fractures rather than hiding them. In its modern form, it can also mean assembling pieces that do not match — different shapes, different styles — and creating something stronger and more beautiful.

In this context, it reflects the way modern legal teams should operate. Different profiles, levels of expertise, and legal functions are assembled around the same purpose. Today, complexity does not stop at legal boundaries. It connects with finance, compliance, procurement, sales, and many other departments.

Regulatory pressure, geopolitical instability, societal shifts, and cybersecurity challenges all intersect with legal at some point. Perhaps the real complexity today lies in this cross-functionality that legal must be positioned accordingly to navigate.

The ESG function is a clear example. Legal does not control ESG entirely; however, it increasingly connects legal reasoning to this strategic dimension of the business.

ESG as a catalyst for transformation

For Dubois, Environmental, Social and Governance clearly illustrates the transformation of the legal role.

Historically, sustainability topics were often led by Corporate Social Responsibility teams, but that strict separation has been narrowing rapidly. Regulatory requirements are changing and intensifying. Regulatory compliance alone is no longer sufficient. Disclosure obligations are expanding, and when investors are involved, scrutiny over governance practices, and the overall strategy, increases significantly.

Legal teams must understand not only regulatory frameworks, but also the operational challenges and consequences of sustainability mandates. In industries such as retail, for instance, supply chain and product decisions are directly impacted by climate and environmental constraints.

This requires legal teams to anticipate rather than react. It also requires fluency beyond legal doctrine.

The traditional image of legal as a defensive function is no longer sufficient. Risk mitigation remains critical, but it cannot be the sole contribution. A more accurate model is that of a “copilot”.

What does it mean? It means shaping decisions before they harden, and presenting structured options rather than abstract prohibitions.

It also means translating regulatory complexity into business-relevant scenarios, which leads us to focusing on Dubois’s main focus areas for reshaping the role of legal today.

Four priorities illustrate how this plays out in practice

Making law understandable

Clarity is a strategic asset. Yet many operational teams do not have the necessary background to fully understand the law and its impact on their work. That is where legal must step in and bridge the gap, and it would be highly desirable for initial education, especially business schools, to integrate a stronger legal culture into their curricula.

To continue shaping their role as strategic business partners, legal teams must be capable of explaining both the why and the what behind regulation. It is not enough to state that something is not compliant. The reasoning, the risk exposure, and the potential alternatives must be made visible.

Most operational teams weren’t trained to understand the law, its logic, or its impact. Legal must explain, clarify, and simplify where possible, but operational teams also need to engage with this guidance. Our responsibility is to explain, clarify, and simplify where possible.

Framing decisions in business terms

As Dubois noted, legal education rarely prepares legal professionals to operate in fast-changing, cross-functional environments. The ability to frame legal reasoning in business terms is something many learn progressively.

Within an organization, legal must focus on discussing options rather than constraints. That requires communication capability and structured decision frameworks that align risk analysis with commercial objectives.

It is about presenting scenarios, trade-offs, and consequences in language the business understands. When legal speaks in absolutes, it risks being sidelined. When it speaks in structured options, it becomes part of strategic decision-making.

Reducing contract friction

Contracting remains one of the most visible friction points between legal and operational teams. The classic tension between legal and business teams illustrates this clearly: business pushes for speed and revenue. Legal pushes for risk control and precision.

Reducing contract friction does not mean lowering standards. It means building transversal governance that involves procurement, IT, risk management, and business stakeholders early in the process. Clear clause libraries, defined escalation thresholds, and shared ownership models reduce unnecessary debates.

Building trust as infrastructure

Trust determines — along with legal awareness — when legal is brought into the conversation. Early involvement enables anticipation. Late involvement leads to correction, rework, and sometimes crisis management.

Trust is not built through authority alone. It is built through transparency, consistency, and reliability. When business teams understand how legal reaches decisions and see that those decisions are aligned with broader company objectives, collaboration becomes smoother.

The new mandate of the General Counsel

The current environment is defined by volatility, and none of its components are temporary. When you think about it, regulatory acceleration, geopolitical uncertainty and technological disruption are most likely here to stay.

Legal departments that remain positioned as reactive support functions will struggle to manage this landscape, but those that professionalize their operating models will thrive. This entails:

  • Embracing cross functional coordination.
  • Anchoring decisions in structured but flexible governance frameworks.
  • Adapting communication skills to talk to the non-lawyer.

The evolution of the General Counsel is structural, and organizations that recognize this shift early will be better equipped to move with confidence in an environment that is unlikely to slow down.