Clear roles, clear rules, clear responsibility

My professional insights · Lyudmil Karaulanov · 7 min read

Published: 1 August 2026 · Version 1.0

In good working relationships, boundaries shift easily. The adviser helps with one more decision, the implementer proposes changing the objective, the owner steps directly into a manager's task. Each intervention may be motivated by a desire to improve the work.

While the result is good, the ambiguity rarely gets in the way. When difficulties arise, however, it suddenly matters who chose the direction, who had the authority to change it and who should have raised a warning. For me, clear roles protect precisely this good working relationship between people. They give it support when saying that everyone did their best is no longer enough.

A business is a system of roles, not a collection of tasks

At the beginning of an enterprise, the owner usually does everything personally. They negotiate, manage, make strategic decisions, supervise and execute. This model provides flexibility in the early years, but as operations expand it becomes the main constraint on growth.

The danger is not only that key people are overloaded. The more serious risk is that the same person begins simultaneously to create the rules, apply them and assess whether they have been observed. Without independent challenge, the whole business depends on one person's judgement rather than resting on a clear framework.

When the adviser quietly becomes the manager

The adviser's role is to support a decision, not make it in place of the governing body. A good adviser:

• clarifies the available options;
• identifies and assesses hidden risks;
• asks the critical, sometimes uncomfortable questions;
• tests whether the chosen direction will hold up.

The entrepreneurial decision and commercial risk, however, belong entirely to the owner or manager.

If the adviser quietly begins setting commercial objectives, directly leading execution and being expected to deliver the ultimate economic result, their role has changed substantially. In my view, such a change deserves to be expressly agreed and legally structured rather than happening by itself.

The strategist and the implementer see things from different positions

The person holding the overall direction needs distance. The person carrying out the work sees details that are easily missed from afar. Both perspectives are valuable, provided every conversation about a difficulty does not quietly change the project's objective.

The implementer's task is quite different: to turn an already formulated objective into a concrete result within specified resources and time.

When the same person proposes the strategic direction and is responsible for implementing it, a natural conflict of interest arises. There is a temptation to defend one's own strategic decision at any cost rather than test it regularly. Good governance architecture preserves the necessary distance between those who analyse, those who decide and those who execute.

The legal adviser as architect rather than scribe

When I am asked to prepare a document, my first concern is what it needs to achieve. Part of my job is to say if the proposed form does not serve the objective well or creates a dependency that was not anticipated. The conversation before drafting is therefore often more important than the drafting itself, and sometimes leads to the assignment being reconsidered.

Once the framework is defined, it is also useful to clarify the capacity in which the legal adviser is acting:

• providing a separate legal opinion;
• designing the overall legal structure;
• preparing a specific package of documents;
• coordinating external specialists and leading implementation.

These are different roles. One specialist or team can assume them all, but if the boundaries are unclear, accountability for the final result becomes blurred.

Mixed roles create blurred responsibility

When something fails, everyone may sincerely remember differently who made the decision. The owner heard a recommendation, the adviser merely offered an option, the implementer understood an instruction. That is why I dislike an important assignment depending on the reconstruction of such recollections. Agreement on roles is most useful while the work is still under way.

Otherwise, the involvement of many people makes responsibility harder to trace, and coordination begins to be treated as a sufficient answer to who undertook what and with what authority.

Clear roles do not entirely remove the risk of wrong decisions, but they make the logic of the whole process visible. It becomes clear who had the right to decide, what information they relied on, who formulated the recommendation and who was responsible for subsequent oversight.

Roles are defined before the assignment

Before any substantial project, whether inside the company or with external partners, it helps to clarify not only the result sought but also the capacity in which each party participates. A resilient framework distinguishes:

• the owner, who sets the vision and puts their capital at risk;
• the manager, who makes operational decisions and manages resources;
• the strategic board or council of trusted advisers, which tests the direction and provides an independent perspective;
• the legal and financial advisers, who construct and test the protective framework;
• the operational implementer, who performs the specific task.

One person can combine more than one role, provided the transition between them is clear and transparent. Otherwise, the authority earned in one role, such as that of an independent adviser, begins to be used unjustifiably to impose decisions in another, such as operational management, for which the person may lack the necessary competence or legal responsibility.

Where is the point of instability?

What this concept means →

It appears when someone acquires de facto power without clearly assigned responsibility, or bears responsibility without the necessary authority to act. Cooperation then begins to depend on personal guesses.

Before an important project, therefore, I find it useful to name who proposes, who decides, who executes and who checks. This does not make relationships colder. It allows everyone to participate confidently and to know when it is time to involve the others.

This material is of a general analytical nature and does not constitute individual legal, tax, financial or investment advice.