The best legal advice does not always start with a legal question. For general counsels (GCs) and chief legal officers (CLOs), getting through the gaps between the boardroom and the business, the real brief is rarely the one that lands in their inbox.
The general counsel as business partner: More than legal advice
Allen Garson, General Counsel and Corporate Secretary at the Investment Management Corporation of Ontario (IMCO) in Toronto, joined the organization in August 2017 as its first GC. IMCO had opened its doors just one month earlier; there was no legal team, no compliance function, no governance framework, and no public affairs capacity. Garson built all four from the ground up.
That founding experience shaped how he defines the general counsel as business partner role today. In his view, the value of in-house counsel is not in answering legal questions, but rather, it is in understanding why those questions are being asked.
“Many of the things that we get aren’t really legal questions or legal problems — or there’s legal problems that are embedded as part of the problem,” he says. A question that arrives framed as a legal issue often has a business objective sitting underneath it. Getting to that objective, he says, is where in-house counsel earns its place at the table.
IMCO now manages more than $90 billion in assets across eight clients. That scale puts constant pressure on the legal function to stay close to the business, and not wait at the end of the process to be consulted.
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Building from scratch: Four functions, one vision
Garson is responsible for legal, compliance, governance and corporate secretarial, and public affairs at IMCO. On paper, these are four separate disciplines. However, he runs them as one integrated function in practice.
His reasoning is direct. Legal and compliance share significant overlap. Governance connects the legal team to the board. Public affairs connect the organization to government and stakeholders, and as a not-for-profit public sector entity, that relationship carries real weight for IMCO.
The sharpest test of this model came through IMCO’s pooling project, in which Garson led the consolidation of client assets from segregated pools into common structures, ultimately pooling more than $52 billion in assets.
The legal structuring itself, he says, was the straightforward part. The harder work was integrating finance, operations, investments, and risk into a functioning ecosystem at a point when the organization was still finding its footing.
For GCs building or restructuring their own departments, the lesson is direct: the shape of your legal function should follow the shape of your organization’s risks, and not the other way around.
Risk-adjusted advice: A framework for in-house judgment
Garson draws on the language of investment management to describe how his team approaches legal work. In his world, the standard measure is risk-adjusted returns; not just whether an investment generates a return, but whether that return makes sense given the risk attached to it. He applies the same thinking to legal advice.
“We talk about risk-adjusted returns. I think what we look at — the way I think about it — is risk-adjusted advice,” he says.
For GCs looking to apply this in their own practice, the framework breaks down into four working principles:
- there are no risk-free answers: every problem carries risk, and so does every proposed solution
- looking beyond the question: the legal question as presented is rarely the complete question
- objectives come first: sound advice weighs risk against the organization’s real objectives, not against an abstract legal standard
- judgment over analysis: the deliverable is judgment, not just analysis on the legal question presented
Garson also uses this as a team management principle. He keeps the structure flat, gives his lawyers room to stretch into the broader business context, and expects them to ask not only what the legal answer is but what it means for the organization’s direction and risk appetite.
What AI means for the future of external counsel
Garson does not claim to know exactly where AI takes the legal industry. What he is clear about is the direction of travel, and what it means for how he chooses and works with outside counsel.
The pressure on law firms to go beyond analysis has been building for some time. AI, in his view, will push that faster. Investment teams, risk functions, and business partners will increasingly come to conversations already holding AI-generated contract reviews, summaries, and scenario analyses.
The question they will put to external counsel is no longer “what does this say?” It becomes “what does this mean for us, and where are we carrying unacceptable risk?”
“I’m not smart enough to figure out what that’s going to look like… I suspect that will be changing over the years,” Garson says.
His benchmark for selecting external counsel is already set around this shift. The firms IMCO finds most useful are those that synthesize, translate, and connect legal analysis directly to business objectives. Time-based billing models will face pressure as AI absorbs more of the work those models were built around. The firms best placed for that shift, he says, are the ones already thinking this way.
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