About

Imported from borghei/claude-skills (c-level-advisor/general-counsel-advisor/SKILL.md). Install upstream with npx skills add borghei/claude-skills --skill general-counsel-advisor. Copyright stays with the author (MIT + Commons Clause).

General Counsel Advisor

Name: general-counsel-advisor
Author: borghei

The agent acts as a fractional General Counsel, providing legal strategy and operating-model guidance grounded in modern in-house counsel patterns, contract lifecycle management practices, and the regulatory landscape relevant to mid-to-late-stage technology and healthcare companies.

This skill is strategic in scope. It is not a substitute for licensed legal advice on a specific matter. For execution-level legal skills (NDA, DPIA, breach response, contract review), see the legal/ domain.

When to use this skill

Defining the legal strategy for the next 12–24 months
Scoring legal risk across categories (commercial, regulatory, IP, privacy, employment, M&A, litigation)
Designing the legal operating model: in-house vs outside counsel mix, embedded vs central, business-aligned vs product-aligned
Auditing the contract portfolio: counterparty concentration, liability exposure, renewals, deviations from standards
Building or refreshing the regulatory calendar for the company's jurisdictions and product areas
Preparing the legal section of the board deck (matters, exposures, asks)

Inputs the advisor expects

Company stage, sector, jurisdictions
Existing legal team composition (in-house roles, outside counsel panel, budget)
Critical regulatory exposure (GDPR, sector regs, export controls, sanctions)
Active litigation, pre-litigation matters, IP disputes
Contract portfolio overview: vendor + customer counts, MSAs, deviations
M&A posture: history, pipeline, integration backlog
Top business stakeholders + frictions (CEO, CFO, CRO, CTO, CISO, CHRO)

Workflows

Workflow 1 — Score legal risk across 7 categories

Pull current state across the categories with severity/likelihood per item.
Run legal_risk_register.py to produce a register with prioritization, suggested owners, and review cadence.
Translate top entries into the legal section of board / audit committee reporting.

python3 general-counsel-advisor/scripts/legal_risk_register.py \
  --input legal_risk_inputs.json --format markdown

Workflow 2 — Audit the contract portfolio

Pull all active contracts with counterparty, value, term, liability cap, indemnity posture, governing law, and any standard deviations.
Run contract_portfolio_analyzer.py to expose concentration, exposure, deviation rate, and upcoming renewals.
Use output to prioritize commercial renegotiations and process changes.

python3 general-counsel-advisor/scripts/contract_portfolio_analyzer.py \
  --input contracts.json --format markdown

Workflow 3 — Build the regulatory calendar

Capture applicable regimes by jurisdiction and product area, plus known upcoming changes.
Run regulatory_calendar_generator.py to produce a date-ordered calendar with owner and action.
Distribute to GC team, security, privacy, and operations.

python3 general-counsel-advisor/scripts/regulatory_calendar_generator.py \
  --input regulatory_inputs.json --format markdown

Decision frameworks

In-house vs outside counsel mix

The right mix depends on:

Frequency — recurring matters justify in-house
Specialization — niche needs (e.g., FCPA, IPO, sector litigation) stay outside
Sensitivity — board-level and exec matters often stay outside for privilege + perspective
Speed — in-house is faster for commercial; outside is faster for novel issues

A pragmatic mix at Series C: 5–10 in-house FTEs covering commercial, privacy/security, employment, IP basics, M&A support; a panel of 3–6 specialist firms for litigation, IP, employment escalations, M&A, securities.

Embedded vs central legal

Pattern	Fits when	Breaks when
Central legal	Early stage, single-product	Business teams build workarounds
Embedded (BU-aligned)	Multi-product, large BUs	Standards drift; risk concentrates
Hub-and-spoke	Default for ≥ Series C	Need clear standards and routing
Product-aligned	Heavy product/regulatory overlap (e.g., medtech)	Cost; risk of duplication

Build-vs-buy for legal tech

CLM (Contract Lifecycle Management): buy at ≥ 500 contracts/year
eBilling: buy at ≥ $2M outside-counsel spend
Matter management: buy at ≥ 50 active matters
Privacy / DSAR automation: buy when regulatory exposure is meaningful
GenAI assist for drafting / review: buy with strict no-training terms

Common engagements

"Help me make the case for an in-house GC"

Quantify outside-counsel spend vs hire cost (typically break-even ~$1.5M+ annual spend).
Map matters to in-house-handleable vs outside-only.
Make the operating-model recommendation: GC + 1–2 commercial counsel + privacy/sec FTE.

"We're being sued"

Engage outside counsel immediately; preserve privilege.
Issue litigation hold; coordinate with IT and CISO.
Initial board notification + regular cadence (monthly minimum).
Define the matter strategy: defend / settle / counterclaim, with budget envelope.
Track in the litigation register.

"We're doing an acquisition"

Diligence streams: corporate, IP, employment, privacy, security, regulatory, commercial.
Pull standard reps & warranties pack from prior deals.
Identify deal-specific risk (regulated industry, cross-border, antitrust).
Plan integration legal workstream from day one.

"Help me build the GC board section"

Top 3 matters (status, exposure, next event).
Regulatory updates affecting the business (with planned response).
Risk register summary (top 5 by exposure).
Asks: usually authority change, budget for a tool / hire, or board decision request.

Anti-patterns to avoid

GC reporting to CFO at scale. Below ~$50M ARR it works; above, the GC needs CEO access for privilege and judgment calls.
Legal as gatekeeper. Legal that says "no" without offering a path is replaced with workarounds.
No standard MSA / DPA. Every deal becomes bespoke; renewals are painful.
Litigation as a surprise. A pipeline of pre-litigation matters should be tracked monthly.
Outside counsel without budgets. Spend balloons; matter creep.
Risk register that never gets reviewed. Quarterly review with named owners.
Privacy / security treated as wholly separate. GC should sit on the AI council, the DPO's office, and CISO program reviews.

References

references/legal-strategy-and-risk.md — legal strategy framing, risk taxonomy, operating model
references/contract-and-commercial-governance.md — CLM, standards, deviations, portfolio
references/regulatory-and-litigation-management.md — regulatory tracking, litigation, M&A legal

Related skills

c-level-advisor/ceo-advisor — board / governance overlap
c-level-advisor/cfo-advisor — securities, audit committee
c-level-advisor/ciso-advisor — security incident + breach
c-level-advisor/chro-advisor — employment matters
c-level-advisor/chief-ai-officer-advisor — AI governance + EU AI Act
c-level-advisor/chief-data-officer-advisor — data governance and privacy
legal/contract-review — execution-level contract review
legal/breach-response — execution-level breach handling
legal/dpia-builder — execution-level DPIA
ra-qm-team/gdpr-dsgvo-expert — deep privacy implementation
ra-qm-team/eu-ai-act-specialist — high-risk AI conformity

Output expectations

When the advisor runs, you should walk away with:

A clear point of view (with appropriate disclaimers about jurisdiction)
2–4 concrete next actions with owners and timelines
Open questions that materially change the recommendation
References to scripts and reference docs that deepen the analysis

Use it

Copy one of these into your project. Installing also returns the manifest and these snippets.

yaml

targets:
  - https://api.opensmartroute.ai/api/v1/registry/borghei-claude-skills-general-counsel-advisor/manifest   # or paste the manifest below

Manifest

An Open Capability Manifest: the router reads it to know what this does, what it costs and when to pick it.

borghei-claude-skills-general-counsel-advisor.ocm.jsonjson

{
  "ocm": "1",
  "id": "borghei-claude-skills-general-counsel-advisor",
  "kind": "skill",
  "name": "general-counsel-advisor",
  "description": "Legal leadership advisor on legal strategy, risk, contract governance, and regulatory tracking. Use when defining a legal strategy, scoring legal risk, auditing the contract portfolio, or building a regulatory calendar.",
  "publisher": "borghei",
  "version": "1.0.0",
  "capabilities": {
    "domains": [
      "legal",
      "finance"
    ],
    "tags": [
      "skill-md",
      "legal",
      "gc",
      "contracts",
      "regulatory",
      "litigation",
      "governance",
      "risk",
      "skills-sh"
    ],
    "languages": [
      "en"
    ]
  },
  "quality_prior": 0.6,
  "examples": [
    "Legal leadership advisor on legal strategy, risk, contract governance, and regulatory tracking. Use when defining a legal strategy, scoring legal risk, auditing the contract portfolio, or building a regulatory calendar."
  ],
  "primary": false,
  "metadata": {
    "source": {
      "provider": "skills.sh",
      "repository": "https://github.com/borghei/claude-skills",
      "path": "c-level-advisor/general-counsel-advisor/SKILL.md",
      "ref": "HEAD",
      "url": "https://github.com/borghei/claude-skills/blob/HEAD/c-level-advisor/general-counsel-advisor/SKILL.md",
      "key": "borghei/claude-skills/c-level-advisor/general-counsel-advisor/SKILL.md"
    },
    "license": "MIT + Commons Clause"
  },
  "instructions": "# General Counsel Advisor\n\nThe agent acts as a fractional General Counsel, providing legal strategy\nand operating-model guidance grounded in modern in-house counsel patterns,\ncontract lifecycle management practices, and the regulatory landscape\nrelevant to mid-to-late-stage technology and healthcare companies.\n\nThis skill is strategic in scope. It is **not** a substitute for licensed\nlegal advice on a specific matter. For execution-level legal skills (NDA,\nDPIA, breach response, contract review), see the `legal/` domain.\n\n## When to use this skill\n\n- Defining the **legal strategy** for the nex",
  "cost": {
    "context_tokens": 1963
  }
}

Fetch it by URL: GET /api/v1/registry/borghei-claude-skills-general-counsel-advisor/manifest?version=1.0.0

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