Duty to warn, power to shield: the risk responsibilities of General Counsel

Rajeev Thykatt, AVP and Head – Risk Management at Infosys BPM, highlights the General Counsel’s vital dual role as the organisation’s ethical alarm and strategic shield in today’s high-risk business world.

When you think of risk management, you might picture the CFO watching markets, the CRO analysing dashboards, or the CIO fighting cyber threats. But quietly seated at the table, often without fanfare, is someone whose insight cuts across all of these domains:

The General Counsel (GC).

The GC isn’t just the company’s legal brain. They are its ethical compass, early warning system, and often its last line of defence when risks turn reputational, legal, or existential.

1. Duty to Warn: A Voice That Must Speak Up

Let’s get real. Not every business decision that’s profitable is prudent. And not everything that’s legal is right.

That’s where the GC’s first superpower comes in, the duty to warn.

This isn’t just about flagging clear violations of law. It’s about:

• Spotting the red flags others miss
• Raising concerns that are unpopular, uncomfortable, or inconvenient
• Protecting leaders from making decisions that may be legal, but later indefensible

If no one else is saying, “Wait, should we really be doing this?” The GC must.

Because when the dust settles, one of the first questions always asked is:

“Did Legal know?”

2. Power to Shield: More Than a Legal Firewall

The GC also holds the power to shield, not just with contracts and clauses, but through structure, strategy, and judgment.

This power is exercised:

• When you design governance models that prevent abuse
• When you embed compliance into product design, not just into training slides
• When you build a culture where doing the right thing doesn’t require escalation

It’s shielding the organisation not just from what is illegal, but from what could be regrettable.

 And that kind of shielding builds something more valuable than immunity. It builds trust with regulators, with employees, with the public.

“If no one else is saying, ‘Wait, should we really be doing this?’ The GC must.”

3. Why This Role Matters More Than Ever

Today’s organisations face risks that are fast, fuzzy, and fiercely public:

• A tweet can trigger a stock dip
• A misjudged vendor can lead to a scandal
• A compliance oversight in one region can cause global damage

In this environment, the GC becomes part risk navigator, part storyteller, part whistleblower, part bridge-builder.

They are no longer advisors to the business. They are co-owners of its integrity.

4. For Legal Teams: This Is Your Moment

If you are part of an in-house legal team, understand this:

• You don’t just work in a support function. 
• You are not there to “approve” what’s already decided. 
• You are risk professionals, ethics champions, and governance engineers.

Your insight is invaluable. Your voice is needed. Your courage matters.

5. Risk Wrap-Up: Speak Boldly, Protect Wisely

When you have the duty to warn, speak even when it’s hard. When you hold the power to shield, act before others see the storm.

The company may never know what disasters you quietly prevented. But when it matters most, you will be the reason it still stands.

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