Tell me about yourself

Start with your current role and most relevant experience, focusing on the past five to ten years and how that experience fits the corporate counsel role you want. Briefly state your core skills, such as contract drafting, regulatory work, or transactions, and a recent achievement that shows impact. Practice a two-minute narrative that connects your background to the job and avoid reciting your resume or unrelated early-career details.

Why are you interested in this corporate counsel role at our company?

Frame your answer around the company’s industry, key legal challenges, and how your experience meets those needs. Mention one or two specific reasons, such as a regulatory issue the company faces, a transaction type they do often, or the team structure you find appealing. Avoid generic praise, and show you researched recent company news or filings so your interest sounds informed and sincere.

Describe your experience drafting and negotiating commercial contracts

Explain your typical approach: identify commercial goals, map legal risks, propose clear terms, and use precedent clauses when appropriate. Give a concise example, for instance managing a complex vendor agreement where you narrowed ambiguous liability language and achieved clearer indemnities. As a tip, emphasize plain language, document negotiation trade-offs, and avoid overlawyering clauses that the business will not accept.

How do you assess and communicate legal risk to business stakeholders?

Start by describing a framework you use, such as identifying the risk, likelihood, and business impact, then offering mitigation options tied to commercial goals. Provide an example where you summarized risks in a short memo or slide and recommended three practical options, showing the business the costs and benefits of each. When communicating, use plain language, quantify consequences when possible, and avoid legalese that confuses stakeholders.

How have you managed outside counsel and controlled legal spend?

Outline clear engagement criteria: scope, budget, staffing, and expected deliverables, then monitor invoices and metrics against the plan. Share an example where you consolidated work with one firm, set fee arrangements, and introduced monthly status calls to reduce surprises. Recommend using task-based budgets, require detailed billing narratives, and avoid open-ended retainers without milestones.

Tell me about your experience with regulatory compliance relevant to our industry

Describe the specific regulations you’ve handled and the practical steps you take, such as audits, training, and policy updates tied to business processes. Give an example where you led a compliance project, coordinated stakeholders, and updated internal controls to reduce exposure. Emphasize proactive monitoring, regular training, and avoid checkbox compliance that ignores how processes operate day to day.

How do you handle litigation risk or coordinate with litigation teams?

Explain how you assess exposure, set litigation reserves with finance, and decide between settlement and trial strategy in consultation with business leaders. Offer an example where you worked with outside counsel to prioritize discovery, control costs, and reached a favorable settlement that preserved customer relationships. Stress early case assessment, clear litigation objectives, and avoid leaving strategy decisions until late in the process.

Describe a complex transaction or M&A matter you worked on

Summarize your role, the key legal issues, and how you balanced speed with risk control, such as deal structure, due diligence focus, and postclosing remedies. Provide a brief example where you identified a material contract gap, negotiated a seller remediation, and helped close on schedule. Highlight practical problem solving, clear delegation during diligence, and avoid getting lost in minutiae that delays closing.

How do you prioritize work when multiple business partners need legal support quickly?

Share a prioritization method, for example triaging by regulatory impact, deal value, and timing, then setting clear expectations with stakeholders about turnaround. Give an example where you reallocated work, pushed lower-risk tasks to paralegals, and delivered the highest-risk approvals on deadline. Communicate transparently about trade-offs, document decisions, and avoid promising unrealistic timelines to please everyone.

Have you faced an ethical dilemma, and how did you address it?

Describe your process: identify the ethical issue, consult codes or senior counsel, and document advice and steps taken to resolve the matter. Provide a concise example where you recused yourself from a conflict, advised management on mitigation, and ensured the company followed a documented compliance plan. Be honest about the difficulty, keep confidentiality, and avoid framing ethics as a purely business calculation.

Describe a time you identified a significant legal risk and changed course

Situation: While supporting a product launch, you discovered a compliance gap that could expose the company to enforcement, and the launch timeline was tight. Task: You were expected to assess the risk, propose mitigations, and advise whether to delay the launch or proceed with controls. Action: You conducted a focused review, consulted the business and external counsel, and proposed narrow product changes plus a phased rollout to reduce exposure. Result: The company delayed the national launch by a short period, implemented the controls, and avoided enforcement while preserving most commercial momentum.

Tell me about a time you negotiated with a difficult internal stakeholder to reach agreement

Situation: A sales executive pushed for contract terms that increased legal exposure on a major account and the deal had a firm close date. Task: You needed to protect the company while keeping the sales opportunity intact. Action: You held a focused meeting to map the stakeholder’s commercial priorities, offered alternative contract language that shifted risk appropriately, and proposed conditional pricing tied to specific performance protections. Result: The stakeholder accepted the revised terms, the deal closed on schedule, and the company retained stronger postcontract remedies.

Describe a time you led a legal project under a tight deadline with incomplete information

Situation: The finance team required legal signoff for a time-sensitive financing and key documents were missing or inconsistent. Task: You had to advise on closing steps while protecting key rights and avoiding holdbacks that would kill the deal. Action: You prioritized critical contractual protections, created an issue log, coordinated quick responses from other teams, and negotiated interim language to enable closing. Result: The financing closed on time with documented follow-up items and an agreed remediation plan to resolve outstanding documentation.

corporate counsel Interview Questions: Complete Guide

Corporate counsel interviews test legal judgment, commercial sense, and how you communicate risk to nonlawyers. Expect a mix of behavioral questions, case-style hypotheticals, and discussions about contracts, compliance, and stakeholder management. You can prepare by practicing concise answers and framing legal advice in business terms.

Common Interview Questions

Behavioral Questions (STAR Method)

STAR Method: Structure your answers using Situation, Task, Action, and Result to tell compelling stories about your experience.

Questions to Ask the Interviewer

Show your interest by asking thoughtful questions

•What does success look like in this role after six months, and what are the first priorities I should address?
•Can you describe the team structure and how legal partners with business units day to day?
•What are the most significant legal or regulatory challenges the company expects in the next 12 months?
•How does the company measure the legal team’s impact on business outcomes, such as deal velocity or risk reduction?
•Can you walk me through a recent example of a legal decision that required balancing legal risk against commercial goals?

Interview Preparation Tips

Prepare two concise case examples that show commercial judgment and legal work, and practice telling them in three minutes each.

Translate legal concepts into business terms in your answers, showing how each legal recommendation affects revenue, cost, or reputation.

When faced with hypotheticals, state your assumptions, explain trade-offs, and offer two practical options rather than a long legal monologue.

Bring a one-page portfolio with redacted examples of contracts, memos, or playbooks you created to demonstrate practical experience and clarity.

Overview

This guide prepares candidates for corporate counsel interviews by focusing on the three areas hiring teams test most: legal skill, commercial judgement, and influence. Interviewers expect concrete examples of how you solved legal problems that directly affected business outcomes—numbers matter.

For example, describe a time you negotiated a vendor contract that cut costs by 18% and shortened the review cycle from 21 to 12 days, or how you led due diligence on an acquisition worth $120 million and flagged three material liabilities that changed deal terms.

Beyond technical lawyering, companies measure the ability to counsel executives, set policy, and reduce risk. Be ready to explain how you rolled out a compliance training program to 1,200 employees, tracked completion rates to 95%, and reduced incidents by 40% year over year.

Expect scenario questions about trade-offs—protect IP versus accelerate time-to-market—and behavioral questions about conflict, stakeholder buy-in, and prioritization under pressure.

Practical prep includes: drafting one concise memo for an executive (1–2 pages), preparing 5 STAR stories with quantifiable outcomes, and practicing a 20-minute roleplay on a contract negotiation. Use these exercises to show clear reasoning, measurable impact, and a willingness to own decisions.

Actionable takeaway: compile 5 real outcomes with numbers and a 2-page memo you can present in interviews.

Key Subtopics to Prepare

Prepare targeted areas that interviewers probe. Below are focused subtopics, sample questions, and how to answer with impact.

•Contracts & Commercial Agreements
•Sample question: “Describe a clause you rewrote to limit liability—what language did you use and what was the result?”
•How to answer: quote the clause change, state the risk reduction (e.g., capped at $500k), and show business effect (enabled a $2M deal).

•M&A & Transactions
•Sample question: “Walk me through due diligence on a $50M acquisition.”
•How to answer: outline 5 diligence buckets, identify one typical red flag, and mention remediation steps.

•Compliance & Regulatory
•Focus: SEC, GDPR, CCPA, anti-corruption. Give metrics: audit frequency, remediation timelines (e.g., 30–90 days).

•Litigation & Dispute Management
•Show cost control: reduced outside counsel spend by 30% via case triage and fixed fees.

•IP & Technology
•Discuss IP filing strategy, freedom-to-operate searches, and cross-border licensing terms.

•Behavioral & Leadership
•Use STAR: Situation, Task, Action, Result. Prep 3–5 stories about influencing senior stakeholders, managing teams of 3–10, and prioritizing 20+ requests weekly.

•Practical tests
•Expect drafting exercises (30–45 minutes) and roleplays (15–25 minutes). Practice within those time limits.

Actionable takeaway: create a one-page cheat sheet with 10 bullet answers and 5 STAR stories tied to these subtopics.

Resources and Tools

Use specific resources to prepare efficiently: books, online courses, templates, and real-world data.

•Books & Reading
•"The Curmudgeon's Guide to Practicing Law" for practical counsel tips; read 3 chapters and summarize 5 takeaways.
•"Negotiation Genius"—practice BATNA exercises; run 2 mock negotiations weekly.

•Online Courses & CLE
•Coursera/edX courses on contract law or corporate governance (allocate 6–8 hours).
•Local bar CLEs on SEC compliance or privacy law; target 4 credits before interviewing.

•Templates & Libraries
•Download a contract clause library (50+ common clauses) and a 2-page executive memo template. Customize 10 clauses you commonly use.

•Data & Government Sites
•Use SEC EDGAR for public company filings and ICO/GDPR guidance pages for privacy issues. Pull 2 comparable 10-Ks to cite during interviews.

•Tech & Tools
•Familiarize with one CLM (e.g., Ironclad) and one e-discovery tool (e.g., Relativity). Note a project where tech reduced cycle time by X%.

•Practice & Networks
•Run 3 mock interviews with a senior in-house counsel; record one for review. Join 1 LinkedIn group and subscribe to 2 law firm newsletters for current issues.

Actionable takeaway: schedule 8 two-hour prep blocks over 3 weeks: 2 on drafting, 2 on STAR stories, 2 on technical topics, and 2 mock interviews.

corporate counsel Interview Questions: Complete Guide

Emily Thompson

Common Interview Questions

Behavioral Questions (STAR Method)

Questions to Ask the Interviewer

Interview Preparation Tips

Overview

Key Subtopics to Prepare

Resources and Tools

Interview Prep Checklist

Build your job search toolkit

corporate counsel Interview Questions: Complete Guide

Emily Thompson

Common Interview Questions

Q1Tell me about yourself

Q2Why are you interested in this corporate counsel role at our company?

Q3Describe your experience drafting and negotiating commercial contracts

Q4How do you assess and communicate legal risk to business stakeholders?

Q5How have you managed outside counsel and controlled legal spend?

Q6Tell me about your experience with regulatory compliance relevant to our industry

Q7How do you handle litigation risk or coordinate with litigation teams?

Q8Describe a complex transaction or M&A matter you worked on

Q9How do you prioritize work when multiple business partners need legal support quickly?

Q10Have you faced an ethical dilemma, and how did you address it?

Behavioral Questions (STAR Method)

B1Describe a time you identified a significant legal risk and changed course

B2Tell me about a time you negotiated with a difficult internal stakeholder to reach agreement

B3Describe a time you led a legal project under a tight deadline with incomplete information

Questions to Ask the Interviewer

Interview Preparation Tips

Overview

Key Subtopics to Prepare

Resources and Tools

Interview Prep Checklist

Build your job search toolkit