The 2026 edition of the annual Chief Legal Officers Survey (“Survey”) from the Association of Corporate Counsel validates the continuing evolution of senior in-house corporate counsel from strictly technical experts to also wise counselors and business partners to management. In addition, the Survey identifies a series of administrative and operational challenges confronting senior in-house counsel. For these and other reasons, the Survey is an important resource for the board of directors and any committee to which the responsibility for oversight of the corporate legal affairs function has been delegated.

From the board’s perspective, the two most informative results of the Survey address developments that may affect (i) the role and reporting relationships of the senior in-house counsel and (ii) the influence of that counsel with the board and executive leadership. These are the factors that many corporate-responsibility principles regard as most relevant to the maintenance of a strong and empowered in-house counsel.

Role and Reporting Structure

The Survey results reflect a “structural peak” in the transition from “head lawyer” to “business executive,” which is highly desirable from a corporate responsibility perspective.

A record 84% of respondents indicate that they report directly to the CEO, rather than to a less senior corporate officer. The Survey results similarly reflect the “rapid adoption” (34% of respondents) of the “Chief Legal Officer” title. ACC interprets these results as a “clear market movement” towards a purely executive leadership-oriented designation for the senior in-house counsel. This, in turn, reflects the increasing strategic and governance importance of including the legal function within the C-suite.

This expanded mandate is also reflected in the extent to which senior in-house counsel are increasingly assigned responsibility or titles for other functions connected to legal expertise (e.g., corporate secretary, chief risk officer, and chief human resources officer). Along the same lines, the Survey confirms the historical (but sometimes controversial) trend of the corporate compliance and privacy functions reporting to the senior in-house counsel, given their fundamental connection to legal and risk matters.

Board and Executive Influence

The other significant corporate responsibility-related Survey result is that the senior in-house counsel is increasingly viewed as a strategic partner to management and not simply a “gatekeeper.” Almost 50% of respondents report increased participation in both board-level discussions and senior executive strategic planning.

The Survey interprets this data to indicate that in-house counsel is interacting with leadership “earlier and more often” in key business decisions. This new influence is further reflected in Survey data that indicate that the senior in-house counsel (i) is more involved in the anticipation and mitigation of legal matters and risks; (ii) “almost always” attends board meetings; and (iii) is more fully involved than before in high-level executive decisions, especially those related to risk management, business strategy, and direct advice to the CEO. This trend is consistent with long-standing corporate responsibility observations that encourage the senior in-house counsel position as properly incorporating the roles of technical advisor, wise counselor, and business partner to management.

Areas of Possible Concern

Among senior in-house counsel who do not report directly to the CEO, 42% report to the CFO. This is a potentially disturbing practice. Such a reporting relationship has long been at odds with established corporate responsibility principles, and the potential for conflict between legal compliance goals on the one hand, and financial risk management, compliance costs, and budget controls on the other hand.

The percentage of respondents who report that they have a dual, direct reporting relationship with the board has remained stable over the last several years, between 52% and 54%. This is disappointing from a corporate-responsibility perspective, given the recognized role of the senior in-house counsel as the board’s primary governance adviser. For some respondents, board communication is effected through a key committee such as audit, which can be an acceptable alternative, depending on the authority of the committee and the frequency of its reporting to the full board. For other respondents, communication is effected through the CEO or corporate secretary, which is highly sub-optimal.

Note that the Survey does not appear to directly address several other arrangements generally recognized as supporting the hierarchical strength of the senior in-house counsel: (i) board of directors’ approval of the selection, retention, and compensation of the senior in-house counsel; (ii) the senior in-house counsel having the opportunity to meet regularly and in executive session with a committee of independent directors to communicate concerns about legal compliance matters; and (iii) reporting relationships that require outside and inside counsel to communicate to the senior in-house counsel information relating to material and ongoing violations of law by, and breaches of fiduciary duty to, the corporation.

Other Factors Relevant to Leadership

Apart from these structural considerations, the Survey identifies a number of factors relating to in-house counsel duties. These include:

• The senior in-house counsel is increasingly concerned with external, systemic threats to the company rather than traditional legal concerns like litigation or privacy.
• The senior in-house counsel is recalibrating its skills to meet executive expectations, particularly as they relate to technology fluency in general and AI proficiency in particular.
• AI deployment in the legal department is not seen as affecting headcount as much as the evolution of existing roles to focus on tasks with higher strategic value, given AI-driven efficiency.
• Emerging risks arising from geopolitics (e.g., tariffs) and AI regulation are increasingly crowing out traditional compliance topics.
• Chronic budget and resource constraints are perceived as significant barriers to achieving the desired AI transformation of the legal department.

Summary

Basic principles of corporate responsibility assign to corporate governance the task of preserving the effectiveness of the corporate legal function. A primary manifestation of this is assuring a prominent position for the senior in-house counsel. The 2026 edition of the Survey provides information that can help inform the board in the performance of this task.

Of course, the Survey questions don’t (and realistically couldn’t) treat the full range of factors to be considered by a governing board in monitoring the hierarchical prominence of the senior in-house counsel. While the Survey results provide a valuable perspective, the board may choose to complement those results with the input of qualified outside advisers. Under any circumstances, though, the Survey is worthy of close attention by the governance body that monitors corporate legal affairs.

Michael W. Peregrine  is a retired partner at the law firm of McDermott Will & Schulte and a fellow of the American College of Governance Counsel.