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Should In-House Counsel Receive ? Urged To Revisit Stance
During a high-profile book launch in Mumbai for In-House Matters: A Complete Handbook for the Modern General Counsel , former judge Justice BN Srikrishna delivered a poignant call to action regarding the systemic lack of currently afforded to in-house General Counsels (GCs). The event, which drew prominent business leaders and legal luminaries, served as a platform to discuss the evolving role of the GC in the modern corporate landscape—a role that Justice Srikrishna argued is currently being handicapped by an outdated judicial stance on .
The "Rajpurohit" of Modern Commerce
Drawing on historical metaphors, Justice Srikrishna likened the contemporary General Counsel to a “Rajpurohit”—the traditional royal advisor who possessed the unique duty of guiding the king on the fine lines between righteousness and impropriety. In the modern corporate "kingdom," the GC serves as the ultimate moral and legal compass for the board and the CEO.
However, Justice Srikrishna pointed to a fundamental friction in this role: the lack of . When communicating with their boards or CEOs, GCs operate in a sphere that is increasingly scrutinized by regulatory and investigative bodies. The former judge expressed strong dissatisfaction with the status quo, stating, “The Supreme Court has brushed them all with the same tar and said that GCs have no such privilege at all.” He did not mince words, urging the legal community to challenge this narrative: “In fact, I would suggest that you should fight for that, get the Supreme Court judgment to change, and GC should be established as persons who have privileged communications with their board, with their CEOs, which cannot be summoned by the police for questioning.”
Privilege as an Umbrella for Candor
Supporting this perspective, Pramod Rao, a former Executive Director at the and co-author of the handbook, emphasized that the current misunderstanding of “privilege” harms the very organizations the law intends to protect. “Privilege actually is misunderstood by most folks. It is the freest and frankest conversations that occur under the umbrella of privilege. That being deprived of the GC actually deprives the organization, the board, the CEOs, of all of that,” Rao noted.
This argument posits that without the protection of privilege, decision-makers are less likely to seek frank legal advice at the earliest stages of a dispute or crisis. If every internal discussion between a board and its counsel is subject to , the quality of governance within Indian corporations is inevitably compromised, as institutional caution replaces honest legal appraisal.
Navigating the Evolution of the In-House Function
Beyond the legal debate, the book In-House Matters provides a structural roadmap for the maturation of the office of the General Counsel. Co-author Ritvik Lukose, CEO of , mapped out what he identified as three overlapping stages of in-house evolution.
The first stage, "Legal 1.0," is characterized by companies building internal law firm-like structures, focusing predominantly on legal talent acquisition. In "Legal 2.0," the GC transitions into a true business partner, where their performance is benchmarked against critical corporate functions like human resources and finance. Finally, in "Legal 3.0," the GC operates as a strategic executive, running the legal department as a distinct business unit. At this stage, the focus shifts toward innovation, operational efficiency, and the integration of advanced technologies.
Co-author Balanand Menon expanded on this by introducing the "Observe, Orient, Identify, Act" (OIA) loop—a methodology designed to help new GCs transition away from the reflexive desire to act immediately. “The GCs that we spoke with spoke about how important it is to first observe how the business is run, orienting yourself to the ways of working, then identifying the ways to kind of improve it, and also at the same time what do you need to preserve,” Menon stated.
Business Leadership Weighs In
The manual, published by , was endorsed by several stalwarts of the Indian financial sector. Lakshmi Iyer, Group President of Investments at , praised the book for translating technical legal complexities into readable, anecdotal stories. N.S. Kannan, former MD & CEO of , noted the manual’s unique value in its ability to synthesize diverse perspectives into usable frameworks.
Rajiv Sabharwal, MD & CEO of , highlighted the solution-oriented nature of the text, emphasizing that a top-tier GC must always be aligned with the business’s overarching objectives. In a lighter yet meaningful assessment, Hitesh Sethia, MD & CEO of , commended the authors on the publication’s accessibility, acknowledging the high cost of and the rarity of seeing such profound knowledge synthesized at a practical price point.
Future-Proofing the Legal Profession
Justice Srikrishna also touched upon the horizon of legal work, urging GCs to adapt to the changing tide of technology. “GC's role today is very much necessary, very much important. The GC must be an AI expert also in the coming days. GC is not the only thing; it should be GC AI,” he remarked. This foresight suggests that the future of the legal profession lies in the symbiosis between legal expertise and technological literacy.
The call for reform regarding remains the most significant legal challenge stemming from the event. As GCs increasingly take their seats at the table alongside CEOs and board members, the legal system will face renewed pressure to reconcile the GC’s role as both an employee and a legal advisor. If the judiciary chooses to reconsider its stance on privilege, it could mark a transformative moment for in India, establishing a higher threshold for transparency and candid counsel in the boardroom, thereby strengthening the institutional integrity of India Inc. for years to come.
