Corporate Conversations: The general counsel as business partner: challenges and opportunities in establishing a key figure

A Diverse Career Journey: Mariagiovanna Mandara transitioned from private practice in litigation to in-house legal roles, experiencing vastly different environments—from structured multinational corporations to fast-paced startups—before becoming Head of Legal at ISS.

The Role of a General Counsel: This position requires more than legal expertise. It also requires strategic vision, leadership capabilities, and the ability to effectively align legal and business strategies.

Building Trust with the Business: Mariagiovanna prioritises breaking the stereotype that the legal department is a barrier. Instead, she emphasises collaboration, asking the right questions, and creating a ‘safe space’ where business teams feel supported.

Innovation in Legal Awareness: ISS has implemented creative initiatives, such as a quarterly legal newsletter, the “Legal Academy” training modules, and an engaging compliance game. These efforts aim to make legal topics accessible and memorable for employees.

Measuring Legal Impact: One ongoing challenge is making the legal department’s contributions visible. Mariagiovanna has introduced annual legal reports to quantify and showcase the team’s work.

Future Challenges and Opportunities: Mariagiovanna envisions a future where General Counsels can transition into broader leadership roles, such as commercial directors or general managers, leveraging their cross-functional expertise and strategic insights.

Creating ‘Lightbulb Moments’: Legal training and awareness efforts aim to provide employees with clarity, ensuring they can make informed decisions even without the legal team’s direct involvement.

Dynamic and Evolving Role: The role of the General Counsel continues to grow in strategic importance, contributing not only to compliance and risk management but also to driving innovation and business success.

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Sara:
Good morning, everyone, and welcome to another episode of The Legal 500 Corporate Conversations. Today, I am here in Milan with Mariagiovanna Mandara. Could you tell us a bit about yourself and your role?

Mariagiovanna:
Sure. Hi Sara, thank you so much. After my degree at Cattolica University in Milan, I started my career in law firms, and after two years, I had the opportunity to experience the first big change in my life. I had been accepted for both a master’s degree (LLM) in London and a role in a multinational company in Milan, which, in addition to offering a permanent contract, also offered a master’s degree. I had many internal discussions, but eventually, I decided to stay, and that is how I began my career in the company, where I had no idea what the role of the in-house lawyer would be. At this first company, I spent four wonderful years and learned so much. First of all, I learned what it means to be an in-house lawyer, which is completely different from working in a firm, as I was doing litigation. So, obviously, these are two completely different paths.

I also learned to respect procedures and deadlines. It was a great experience, where I had the chance to deal with a variety of topics, from contracts to privacy. It was really a very formative experience. After four years, I felt the need for a change. I moved to a more dynamic company, a startup that was not quite a startup anymore but had originally been one. It was a young, fast-paced environment, with little structure and a lot to build, so it was a completely different experience. There, I focused again on contracts and privacy, and it was an incredibly formative experience.

After two years, I had the opportunity to join ISS as head of legal. Initially, I must admit that when I was offered this role, I was a bit scared, thinking, “Am I capable?” There is always a little self-doubt, but then I decided to go for it. After three and a half years, I can confidently say that it has all gone very well. I am very happy. This company offers both structure, being a multinational, but also the opportunity, which is essential for me, to leave my mark. In these three and a half years, I have learned how to be a leader, a manager, to manage teams, and be part of a leadership team. I have learned how to have a strategic vision. It has been a truly amazing experience, and I am very happy.

Sara:
Well, thank you so much. It certainly sounds like a full career. What inspired you to take on the role of general counsel, and especially, how has this role evolved over time?

Mariagiovanna:
Sure. As with most things, inspiration came from experience. As I mentioned earlier, when I graduated from university, I started my career in law firms doing litigation. I had absolutely no idea what the role of a general counsel or an in-house lawyer was. Also, in the collective imagination, we all grew up with shows like Suits or Ally McBeal, so of course, no one had a clear idea of the reality of being an in-house lawyer. But when I started gaining this experience, seeing how decisions were made, how the legal function in a company works—both internally within the legal team and externally with various stakeholders—I became passionate about it.

I realised that the general counsel is a bit like a general manager, with the added complexity of compliance and legal matters. The job involves providing high-quality work because the legal function is a support role, but the opinions and compliance advice we provide become integral to how the business operates. What inspired me was understanding that the general counsel must have a 360° view, integrated with strategic business thinking. Unlike other roles, which may be more vertical, the general counsel role is dynamic. From a communication perspective, you must be able to speak legal language, but also translate it into business terms or simpler language depending on the audience. It is very varied.

The role also involves aligning business strategies with legal strategies, which goes beyond simple legal interpretation. It is about how the legal department can add value to the business while ensuring compliance. This has always fascinated me, and once I encountered this world, I knew it was what I wanted to do. How has it evolved over time? Obviously, by changing various companies, I have had the opportunity to interact with various figures of different leadership styles, and then I have created my idea, and I believe that a general counsel must, on the one hand, have a dual role. On the one hand, they must obviously build a bond of trust with the business. So, not placing themselves in a high throne position, like saying, “OK, I make the judgement,” not in the way a judge would, issuing a legal sentence, interpreting the law, but completely detached from the reality of the business and its strategy. Instead, they should become an integral part of it. So, in my view, it’s about not being afraid to ask questions. If the business comes to you with a problem or wants the company to go in a particular direction, it’s about saying, “Tell me where you want to go, and I’m with you. I will help you get there. I won’t put obstacles in your way upfront.” I want to break this prejudice that’s often there, where Legal is seen as the “Mister No/Miss No” attitude. Instead, I really want to break down this stereotype that has perhaps developed over time.

On the other hand, it’s about growing your own team. Because the particularity of a legal department is that it often provides innovative solutions, those out-of-the-box solutions. For me, the legal department should be the “out-of-the-box” thinker within the company, providing that extra insight or idea that perhaps the business hadn’t considered, but through interpretations and cross-functional connections, one can arrive at a compliant solution that helps the business to get where they want.

Sara:
For example, now you’ve told us how you see the role of the general counsel within the company, for instance, as a figure that brings innovation. Beyond that, how do you see the role of the general counsel contributing to the overall success of the company?

Mariagiovanna:
Let me take a step back historically. In broad terms, I believe that over time, the role of the general counsel has gained increasing importance. This is due to financial scandals, globalisation, and all the potential reputational damage that can arise from such scandals, and thus the reputation, which nowadays has incredible resonance, especially with news coverage. When certain issues occur, companies think a lot about them, considering the reputational damage, which is something that is always highly protected and considered. So, due to this, the role of the legal department has become increasingly important, and we can see this reflected in recent years.

We now see legal professionals sitting in boards, in the management teams. These are all signs that businesses have recognised the importance of having a legal presence in strategic decision-making. Of course, every company is different. Each one has its own dynamics, complexities, and structures.

Generally, I believe that the general counsel can contribute effectively to a company’s growth in two ways: one is to build a trust-based relationship with the business and management, and this relationship is structured in two ways. Firstly, by being competent, having technical expertise, but also understanding the dynamics, the fact that you need to sit next to the business. What I always tell my team is, “Sit next to the business and understand what they do and why they do it.” Because understanding the why is crucial. It’s often hard for a lawyer to understand why a department behaves in a certain way, what the strategy is, and why decisions are made the way they are. Once we, as lawyers, understand the “why,” where the company wants to go, it becomes easier to work together and collaborate with them, thus building a relationship of trust, which I like to call a “safe space.” This safe space should not only exist within departments, between managers and team members, but also with stakeholders.

What I think is crucial to building in companies is this trust-based relationship with stakeholders and management, where people aren’t afraid to reach out to the legal department because they’re starting a project, afraid that the lawyer will say “no,” which could jeopardise everything. Instead, they should feel that the legal team will help guide the project through in a compliant and legal way. It’s about creating that level of trust, even by asking questions. I’ve never been afraid to ask a question like “Sorry, I don’t understand. Can you explain again?” and asking, “Where do you want to get to?” I’ve personally learned that it helps a lot.

On the other hand, it’s also important to create and implement legal awareness within the company. This, of course, is a big job, and there are various strategies for doing this. For example, at ISS, we have implemented a legal newsletter that’s published every three months. We keep it light-hearted, very simple and easy to understand. It is then distributed to all employees, where we highlight current events that may be relevant to our business, as well as cases we have dealt with internally. We present them, tell the story, and create case studies.

Typically, there are three short articles: one on compliance, one on privacy, and one on contractual law and legal risks. We publish it every three months, and it is accessible to everyone. It is also published on our intranet, where all the past editions can be accessed and read. The past editions are numbered and presented as a little internal newsletter, which is very fun and engaging. Other activities we’ve done? Well, for example, when it’s the GDPR anniversary, we send out a communication with a cake, celebrating the GDPR’s anniversary with privacy-themed cake. So, these are some of the activities we do, and beyond that, there are two other very important things that have had a huge buzz, and I am very pleased with them.

We’ve also introduced a “Legal Academy”, an internal university, where we offer one module per year, along with another for follow-up. Of course, this also needs to fit in with the daily activities and with the tasks of other departments. We’ve just completed the first module, which covered the basics of a contract—so, what a signed contract means, essentially pure private law. The next module we will run this year is about the contractual clauses of ISS, specifically which clauses protect us, why they protect us, what we can negotiate, and what we cannot negotiate. We will go into detail on this. This has also been opened to employees with free registration, and we held an inaugural event. We created a passport for the programme. In this passport, there is the “legal journey”. Inside, there are the modules with their dates, and when someone participates, they get a stamp: “Legal Approved”.

This initiative was very well received, and obviously, it’s a very useful training tool. Another thing we did this year, which was nice, was create a compliance game. It was a battle between various departments, with questions and compliance challenges based on company procedures. You can’t imagine the hype it created; it was amazing, really exciting. Essentially, the departments could ask each other questions about company policies, and then, of course, the person who answered correctly in the shortest time won. So, there was a winner who received a prize. It really engaged people and encouraged them to review the policies.

On the other hand, it was great because, as we know, compliance and policies can be a bit tedious to read, right? But the excitement it generated made it much more engaging. Sometimes, when things are done the right way, they can become a bit lighter and more interesting, creating more engagement. And I have to say, over the years, this has paid off. It’s worked because, while in the past, those who weren’t in legal never thought to ask questions, now, more and more often, we have colleagues or stakeholders calling up saying, “Oh, I saw an attachment come through, but it doesn’t have a password. Should we be using a password?’ And we can say, “Yes, that’s correct”. So, this means it’s working. I always say that we don’t just need to create lawyers; we need to create moments of understanding—like lightbulbs going on in people’s minds. We want to plant a seed so that when someone encounters a situation, they remember the training and think, “I’m not sure, but this seems familiar. What should I do, or do I already know the right action to take?” That’s when we know we’ve succeeded. I always consider creating those “lightbulb moments” a true success.

Sara:
Thank you for that. Mariagiovanna, for example, we’ve just talked a bit about how to build this relationship of trust, examples of how to establish the legal department within the company. But what do you think are the challenges that arise that hinder the development of the general counsel role in companies?

Mariagiovanna:
Yes, so I think one of the biggest challenges that I’ve encountered, and that I’m noticing, is making our work visible, because in all the other functions that are quantified in numbers, they are obviously visible. It’s immediate, so if someone does their job well, it shows – for example, if the company grows and the business performs well, then there’s immediate feedback. But in legal, no, legal is always said to work if there are no problems, so it’s always something linked to a negative outcome. So, always trying to avoid linking it to the negative, like the famous “Mr. No/Miss No”, but bringing it to a positive level. One of the challenges I’m facing is making the work visible, so somehow translating it into numbers, understandable data from a business perspective.

Translating legal work into a number. How do I do that? In some companies, I’ve encountered the use of a legal ticketing system, which can be a solution. Personally, in this company, given how we are structured, I would find it a bit out of place. So, what I’ve implemented, last year, is the use of annual reports, where we account for the contracts negotiated, or the documentation submitted. So, translating the effort that’s been made throughout the year into numbers. This is obviously quite satisfying to see, because sometimes, even we, who work on it, don’t always realise the full scope of it – it’s like when you do an end-of-year report, or even personal goals. When you reach the end of the year and you think, OK, what have I done this year? So, this helps to see all the work that’s been done over the year. And then, on the other hand, of course, it helps give visibility to the work because often people have a certain view of things, and then when they call and say, “Well, it’ll only take you two minutes to do this,” No, not necessarily. I might be able to do it in two minutes, but sometimes it could take a bit longer. So, it’s about giving value to our work, which, being intellectual, is intangible. I think this is one of the biggest challenges today in terms of the role.

Sara:
Thank you. And what about the future– what do you think are the challenges that lie ahead?

Mariagiovanna:
So, the idea, which I don’t particularly like either, is the concept of a lawyer being fixed into a legal role. Often, when you think about doing cross-checks or cross-skills across different functions, it’s easier to move them around, because when it comes to numbers, they can go in one direction or another. A lawyer, however, is often seen as “you’re legal”, so you might move into compliance, but you’re still pigeonholed. In reality, however, picking up on what I was saying before, our role is not as vertical as others; in fact, it’s very much a horizontal role, as it covers many functions, different languages, and is very dynamic. So, I believe that in the future, general counsel could even make these horizontal moves, becoming not just business directors, but perhaps commercial directors or even general managers. In the past, I have seen cases where general counsel roles have evolved into general manager roles. These are, of course, rare cases, at least as far as I know, but they are limited. So, my vision is that, given our transversal role that embraces many different functions with which we interact, the dynamic nature of this role is its uniqueness. Because you’re not just talking about law; you are talking about commercial law, business law, with a strategic outlook. In my opinion, that could very well be the future. So, I hope that as the role of general counsel has evolved over time, its future development will continue in this direction.

Sara:
Certainly, I hope so too. Clearly, if it seems that this is something you’re passionate about, I am sure there will be a future where general counsel will be able to demonstrate the difference they make in the business, possibly even in other areas.
I thank you for hosting me here at ISS in Milan, and thank you so much for speaking with us at The Legal 500.

Mariagiovanna:
Thank you for the opportunity.

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