Decision making under pressure — episode 3 — The alembic | FR

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Having a litigation department, a compliance team, an M&A practice, has little to do with a function structured for strategy. Structuring for strategy is precisely what I believe the legal world has missed. I am a trained lawyer — let me show you.

I. The Simple Gesture

There is a moment, at the beginning of every company, when the legal function follows strategy naturally. Without thinking about it. Without having structured anything.

The articles of incorporation are filed. A notary or a lawyer drafts them. You sign. The company exists. This was not a question of legal governance — it was a founding act, accomplished with the help it called for, nothing more.

The first trademark is registered. Someone advises on the class, the territory, the risk of conflict. You proceed. The mark is protected. The strategy has advanced. The legal function followed.

The first significant client arrives. The contract is heavier than anything signed until then. Someone says: at this scale, have it reviewed. It is reviewed. The deal closes. Legal followed the strategy, without ceremony, without an organisation chart, without terms of reference.

That is the alignment that works. Not because it is sophisticated — precisely because it is not. The legal function is there when it is useful, proportionate to what needs to be done, and the company moves forward. The decision belongs to the person who holds the mandate. The expertise arrives in support, does its work, steps back. The course has not changed hands.

This state exists. It is not a utopia, nor a privilege of small structures. It is the normal condition of an organisation where roles are in their proper place. Some companies maintain it at scale. It is not a question of size. It is a question of governance.

The question this article asks is therefore this: how does one move from this simple gesture to the alembic? What transformed a natural form of support into a structure that neutralises what it was meant to serve?

II. The Hunt for Risk

The original intention is honest. To make things work better. To have companies better protected, better advised, less exposed to risks they had not seen. To have the legal function recognised for what it genuinely contributes — not a cost, but a function that allows strategy to hold over time.

That intention is still there, in many of those who practise these professions. But a sound intention can produce a market that outgrows it and ends up contradicting it.

That market found its fuel in an inexhaustible raw material: risk.

No one wants to bear responsibility for a lost case. No one wants to be reproached for missing an opportunity in litigation that could have been won had they consulted earlier, better, more often. No one wants to be the one who missed the clause, failed to anticipate the regulation, neglected to flag the exposure. This aversion is rational. It is human. It concerns the executive as much as the lawyer, counsel as much as the board.

The law that provides for the law ends up reading the norm in a particular way. The sanction is written. The case law is documented. The fine amount is published. The convicted executive is named. The sequence is legible: A leads to B, B leads to C. Would it take recklessness to disregard it? The reading is rational. The caution it commands is legitimate.

What is written nowhere, however, is the probability that nothing happens. That the transaction concludes without litigation. That the identified risk remains theoretical. That probability exists — it is often high — but it appears in no statute, no case law, no professional training. It feeds no conference, no doctrinal article.

This terrain is ideal for a permanent offer.

III. A Market of Risk?

The legal market has captured this aversion and made it its central legitimacy. Not through cynicism — through logic. Every professional market seeks to extend its perimeter, to demonstrate its indispensable value, to make visible what it prevents rather than what it produces. The difference lies in the weapon: risk is an instrument of absolute legitimacy, because it is unprovable in both directions. One cannot prove the harm that did not occur. One cannot prove it would not have occurred without the structure.

And the in-house lawyer is not merely trained to read the sanction — he is progressively incentivised to seek it. Through his professional environment: conferences, continuing education, specialist literature organise the watch around risk, breach, new sanctions. Through his employment contract: his value in the organisation is measured by the problems he has prevented, the litigation avoided, the exposures reduced. Finding risk is not a bias — it is his mission. And a function whose natural field of exploration is that of the forbidden mechanically reduces the field of the possible.

This is where the original intention drifted. Not on the day someone decided to act badly — that day does not exist. But progressively, through sedimentation, when risk prevention became the sole language of the relationship between the legal function and strategy. When the decision that accepts a risk became suspect. When the structure that documents prudence became the end, not the means.

The legal function no longer served strategy by protecting it. It subjected strategy to the condition of its own approval.

IV. The Justified Accumulation — A Dialogue of the Deaf

The executive continues to speak strategy. His interlocutor sells what the legal world designed for the legal world within the company — and therefore, by extension, for him. This dialogue of the deaf is neither hostile nor conscious. It is structural.

The executive did not decide badly. At each stage, he followed a coherent offer, validated by peers, supported by credible references. He did what the market indicated he should — and that market had every reason to make its proposals appear reasonable.

The company grows. The legal function is integrated. Then compliance, because the rules are dense. Then ethics, because it is in the air. Then data protection, because the regulator is watching. Then risk, because investors expect maturity.

It is not fast enough. A Legal Operations Manager is proposed — he streamlines internal flows, processes contracts on time. What he does not do: say whether the contract should have existed.

It is not profitable enough. A Legal Engineer is added. Useful — except that the clause one wanted to negotiate differently does not fit a template. And no one says whether it should have.

It is not close enough to the business. A Legal Business Partner is integrated. In practice, he often translates business into legal — which is the reverse of what was sought.

It is not innovative enough. A Legal AI Manager is appointed. He defines protocols, validates tools, trains teams. The course to be held with the results those tools produce remains without a pilot.

And external counsel? They are still there. Each internal layer added was meant, eventually, to reduce them. None has. They coexist with the structure — escorted, briefed, supervised. The external invoice continues. It simply has an internal team to justify it.

Each addition appears rational. Each layer promises to correct the limits of the previous one. Together they produce something no one ordered: an organisation perfectly equipped to analyse, qualify, reserve, sequence — and increasingly unable to decide.

The Alembic

A simple initiative enters. A to reach B.

The General Counsel examines contractual exposure. Compliance verifies regulatory conformity. Ethics assesses the signal sent. Risk models adverse scenarios. The DPO checks the legal basis. Finance interrogates materiality.

Each does their work. Each does it well. Each produces a reservation, a condition, a recommendation of caution.

The initiative exits on the other side: analysed, secured, reformulated, sequenced. B then C, conditional on D. Or already decided elsewhere, in the space between mandates — that organisational no man’s land where no one decides but everything is weighed.

The alembic has not malfunctioned. It produced exactly what it was built for: documented, traceable, defensible prudence. The decision that entered alive exits sanitised.

One no longer rules. One documents the possibility of ruling.

The result is not there. The function is full but the decision no longer gets through. Someone says it — a consultant, a board member, a well-meaning peer, sometimes the GC himself:

“You are right. We need more coordination between functions. A transversal role. A unified reporting line. A Chief Legal Officer with expanded mandate. A centralising tool. More legible governance.”

The proposal is reasonable. It resembles all the previous ones. It will come with references, benchmarks, organisations that have done it.

And for the first time, perhaps, the executive recognises the phrase. He has heard it at every stage. At each shortfall observed, each disappointing result, each promise not kept — this phrase arrived, carrying the next solution.

He can say yes. The logic of the system continues. The alembic gains another pipe. In a few years, someone will propose the role that will be missing from this new configuration.

Or he can decide that this is the last time.

V. STOP.

The structure advises. It does not pilot.

One decision. One pilot. One trajectory.

Not by dismantling the structure — it fulfils real functions. But by reclaiming what the structure cannot do in his place: set the trajectory before the alembic receives it, decide what enters the process and in what condition, hold the course when collective prudence reformulates it.

A reminder of the simple gesture: when the articles were filed, when the first trademark was registered, when the first major contract was reviewed — no one asked the structure to decide. They asked it to enable. The decision belonged to the one who held the mandate. It still does.

The market will continue to propose. The ecosystem will continue to sell insufficiency. The question is not to resist them — it is to know, before each addition, what one is looking for: expertise or a pilot.

Expertise, the structure has. A pilot, it has only one.

The structure can be complete. The decision can remain unfindable. One does not prevent the other.

When complexity starts to cost,

I help leaders keep business decisions moving under legal pressure.

Lead or Follow | Executive decisions under normative pressure | Dominique Owona-Atangana | substack.com/@dowonat