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Last week, I co-led a roundtable with Nadia Louis-Hermez of Next Insurance at Consero on a topic that I’ve seen come up repeatedly across my time working with in-house legal teams: Why Legal Ops becomes the default owner of process debt.
I’ve had the opportunity to work closely with General Counsel (GC) and Legal Ops leaders across high-growth and enterprise organizations. And from teams building their first structured intake process, to global departments managing thousands of cross-functional requests each month, one pattern keeps resurfacing.
Legal rarely sets out to own more process. It simply inherits it.
Over time, that inheritance turns into responsibility, and responsibility quietly turns into structural debt and burden that doesn’t actually belong with Legal Ops.
Here’s how that happens—and more importantly—how to reset it without becoming a bottleneck.
What is Process Debt?
In most organizations, work enters legal from every direction. This could look like a procurement request that lacks clear approval thresholds, a marketing campaign that needs review but arrives without context, or a sales agreement that is nearly negotiated but missing key commercial details. Each instance seems manageable on its own, but over time, they begin to accumulate.
Legal steps in because it is positioned to do so as they sit at the intersection of revenue, risk, compliance, and operations, and it is often the last accountable stop before exposure becomes real. When ownership upstream is unclear, legal ends up absorbing the gap in order for the business to continue moving forward.
That accumulation is what I refer to as process debt.
Process debt reflects the quiet, ongoing effort required to compensate for missing clarity in decision rights, incomplete intake information, and workflows that were never designed with enforcement built in. Instead of policy and guardrails being embedded into the process itself, legal becomes the manual checkpoint, enforcing them case by case.
At first, this can feel like good partnership. After all, legal prides itself on being collaborative and solutions-oriented. But as process debt grows, the nature of the work shifts and time that could be spent on strategic advisory and risk alignment is redirected toward triage, clarification, and mediation.
Legal Ops becomes responsible for ‘internal plumbing’ rather than enterprise design.
What Breaks When Legal Becomes the Cleanup Crew?
For Legal Ops, the consequences of owning process debt surface gradually and are often disguised as growth pains or temporary inefficiencies. But when you step back, the impact tends to fall into four predictable categories.
1. Operational Drag
When legal intake is fragmented and decision rights are unclear, Legal Ops becomes the manual routing layer of the organization. Time is spent triaging requests that should have been categorized at entry, lawyers chase missing information that could have been required upfront, and status updates are tracked in spreadsheets because there is no single source of truth.
None of this work is inherently complex, but it is persistent.
Manual triage, approval clarification, and status chasing create friction that compounds with volume. As request volume grows, the drag increases proportionally. Legal teams feel busy, but not necessarily effective. And what keeps Legal Ops stuck in this cycle is that the system requires constant human intervention just to keep moving.
Over time, the department becomes optimized for responsiveness rather than leverage.
2. Strategic Drift
When everything enters legal without structure, everything feels urgent. Without clear intake design and prioritization tied to risk and value, legal professionals struggle to distinguish between what is important and what is not.
As a result, strategic initiatives get deferred, process improvements are postponed, technology investments stall, and Legal Ops professionals remain focused on clearing the queue rather than improving the system that created it.
What ends up happening is that legal becomes exceptionally good at solving everyone else’s structural gaps, but is left with little capacity to evolve its own operating model.
3. Risk Accumulation
Ironically, when legal absorbs more work in the name of risk mitigation, risk can actually increase.
When approvals are handled inconsistently and policies are enforced manually rather than embedded into workflow, risk becomes dependent on individuals rather than systems.
As teams scale, this model becomes fragile. For example, new hires struggle to navigate implicit rules, decisions vary across similar scenarios, audit trails become difficult to reconstruct, and what once worked through relationships and context no longer scales cleanly.
4. The Human Cost
When legal is seen as the final checkpoint for everything, it is also seen as the bottleneck for everything. Even if the underlying issue is incomplete intake or unclear ownership upstream, the delay is attributed to the wider legal department. Over time, Legal Ops professionals default to reactive firefighting and lawyers spend less time practicing law and more time mediating process.
High-performing legal teams want to operate strategically by aligning risk with business priorities and designing systems that scale. However, this isn’t possible when they are instead compensating for missing structure elsewhere.
How To Fix It: The Ownership Reset Framework
In my experience, the goal for Legal Ops leaders is to redesign how work enters the function, how decisions are distributed, and how ownership is made visible. I think about this reset in three parts.
1. Clarify the Legal Front Door
If everything can enter legal in any format, at any time, through any channel, then everything will.
When requests arrive through email, Slack, forwarded threads, or meetings, legal becomes responsible for interpreting, categorizing, and triaging them before work can even begin. That layer sitting between business demand and legal work consumes time and introduces inconsistency.
A legal front door solves this by standardizing how work enters the team. It allows the business to continue engaging legal in their preferred way, while simultaneously ensuring legal teams always receive complete information/context for all legal requests, matters are routed automatically to the appropriate stakeholders, and all ongoing legal work is tracked and visible in one collaborative dashboard.
2. Define Decision Boundaries
One of the most common sources of process debt is ambiguity around decision rights.
When it is unclear which decisions Sales, Marketing, HR, or Procurement fully own, legal becomes the default arbitrator. Questions that should be resolved within business functions are escalated ‘just to be safe.’ Over time, legal becomes responsible not only for legal judgment, but for operational choices that fall outside its core expertise.
Resetting ownership requires asking harder questions. What decisions can be fully owned by the business? What scenarios can be self-serve within defined guardrails? What thresholds genuinely require legal judgment?
There is a framing I often return to: if legal has to enforce policy manually, the policy is not embedded in the workflow.
Decision boundaries should be supported by structured thresholds, automated routing, and embedded approval logic. When guardrails are designed into the system, legal’s role shifts from gatekeeper to architect and protects both velocity and risk.
3. Make Ownership Visible
Even when intake is structured and decision rights are defined, ownership can still blur if tradeoffs are not transparent.
In many organizations, service level expectations are imposed on legal without mutual accountability upstream. Legal cycle time is measured meticulously, yet upstream delays in providing information are invisible.
Making ownership visible means defining who owns completeness at submission. For instance, this could mean establishing mutual SLAs, tracking upstream bottlenecks alongside legal turnaround times, or making prioritization criteria explicit so that tradeoffs are understood, not negotiated ad hoc.
When ownership is visible, the business sees the cost of urgency, the impact of incomplete requests, and the consequences of shifting priorities. This in turn creates accountability that protects legal from becoming the silent absorber of risk and improper blame.
Practical Reset Moves You Can Make in the Next 30 Days
When Legal Ops leaders ask where to start, I encourage them to think in terms of levers rather than transformations. You do not need to redesign the entire operating model at once. Tightening one structural lever can begin to reverse process debt almost immediately. Here are a few moves that consistently create momentum:
- Mandate structured intake (no email submissions) → Create a single, standardized front door for all legal requests.
- Reject incomplete requests consistently → Use workflow tools to automatically return incomplete submissions with clear expectations to reinforce accountability upstream.
- Embed policy into workflow routing → Build guardrails directly into the workflow so low-risk matters move automatically and higher-risk issues escalate based on defined criteria.
- Make priority visible across teams → Clarify how matters are prioritized (i.e. by risk, revenue impact, regulatory exposure, or strategic value).
- Track upstream delays → In addition to cycle times, measure completeness at submission and time spent waiting on business stakeholders.
To reset ownership without becoming a blocker to the business, Legal Ops needs clarity around where structure is weakest and the discipline to reinforce it. Resetting ownership involves a series of deliberate design choices that move legal from reactive triage to scalable leverage. And once that shift begins, the impact compounds quickly.
Key Takeaways
If there is one idea I hope Legal Ops leaders take away from this conversation, it is that legal adds the most value when it designs structure rather than compensates for missing structure.
There is a meaningful difference between being collaborative and being compensatory. Collaboration means helping the business move forward within clear guardrails and shared expectations. Compensation, on the other hand, happens when legal quietly absorbs the friction created by unclear ownership, incomplete intake, or ambiguous approvals, stepping in repeatedly to close gaps that were never formally assigned.
What Happens When Legal Ops is in Cleanup Mode vs. Design Mode
| Cleanup Mode | Design Mode |
|---|---|
| Growth requires adding headcount because work expands linearly with volume. | Leverage increases because the system absorbs repeatable work. |
| Legal manually handles routing, clarification, and enforcement. | Workflows embed guardrails, thresholds, and escalation logic automatically. |
| Control is centralized inside legal. | Ownership is distributed responsibly across the business with clear boundaries. |
| Legal is perceived as a bottleneck, even when upstream ambiguity is the real issue. | Legal is positioned as the architect of how the organization manages risk and executes responsibly. |
| Effort is reactive and fragmented. | Effort compounds through structure and intentional system design. |
In a design-oriented model, guardrails are embedded directly into workflows, decision boundaries are clearly articulated, intake is standardized, and prioritization is transparent across the business. Instead of absorbing every edge case personally, legal shapes the system so that predictable issues resolve predictably. Effort compounds and the team’s energy is directed toward the areas that truly require legal judgment.
So, I’ll leave you with this: Legal Ops creates its greatest impact not by absorbing the business’s gaps, but by designing the clarity that prevents those gaps from forming in the first place.
Frequently Asked Questions
What is process debt in Legal Ops?
Process debt refers to the accumulated burden Legal Ops absorbs when intake is fragmented, decision rights are unclear, and policies are not embedded into workflows. Instead of guardrails operating automatically, Legal manually enforces structure case by case, which creates inefficiency, risk, and burnout over time.
Why does Legal Ops become the default owner of process debt?
Legal sits at the intersection of revenue, risk, compliance, and operations, making it the final accountable stop before exposure becomes real. When ownership upstream is unclear, Legal absorbs gaps to keep the business moving, gradually becoming responsible for processes it did not design.
How does unstructured legal intake create operational drag?
When requests arrive through email, Slack, or meetings without standardized fields or routing logic, Legal must manually triage, clarify missing information, and track status updates. This repetitive intervention increases workload linearly with volume and prevents the team from scaling efficiently.
What are the risks of Legal operating in “cleanup mode”?
Cleanup mode leads to strategic drift, inconsistent approvals, reliance on tribal knowledge, and the perception that Legal is a bottleneck. It also increases burnout as Legal professionals spend more time mediating process issues than delivering strategic legal judgment.

Sean has spent the past several years leading high-performing revenue teams in fast-growing SaaS environments, with a strong focus on helping in-house legal departments modernize how they operate. As SVP of Revenue at Checkbox, he partners with legal leaders to transform intake, workflow, and service delivery through scalable, AI-powered technology, ensuring legal teams operate with greater visibility, efficiency, and strategic impact.
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