A guide to presenting legal advice to the board

As general counsel, your role in the boardroom is to bridge the worlds of law and business for your board, often with high stakes and limited time. Maybe the organization has undergone a cyberattack, maybe it’s considering an acquisition, or maybe it wants to make an aggressive move that could carry legal risks along with the benefits.

In situations like these, the board relies on you to interpret the law and offer guidance on decisions, risks, opportunities, and long-term strategy. You’re there to protect the company’s interests without smothering them.

Doing this job well requires more than legal knowledge; it also calls for excellent communication. In this guide, we’ll share our top tips to help you deliver your message successfully.

Great communication doesn’t simply mean presenting with panache. When it comes to communicating with boards, you also need a well-written briefing note.

Pre-reads are essential for setting board members up for a productive discussion. Directors are not legal experts, and some work part-time with the business in a non-executive capacity, so you can’t assume they’ll understand the intricacies of a legal matter or recall key details from previous conversations. You need to bring them up to speed quickly and comprehensively before the board meeting. A well-written briefing note will lay out the context, key issues, implications, and options for directors to read and think about before your discussion, and ensure that you can use valuable meeting time to move the matter forward.

So, what does a good briefing note look like? Our research, covering thousands of these notes over the past 20 years, suggests that they share three characteristics: a punchy executive summary, structured and actionable insights, and concise and engaging language.

A strong executive summary distills your paper down into a handful of key messages. It helps directors engage with the detail of your briefing note by focusing their attention on the most important issues and clearly explaining what they should do with that information.

This can be a challenging aspect of the briefing note, but more than half of directors say it’s too hard to find the key messages in their board papers, so your board will thank you for a concise summary.

Read our guide to executive summaries for advice on how to structure yours.

Presenting legal advice to the board isn’t about educating the board about complex legal concepts or offering the “right” answers. Instead, it’s about helping directors make the best possible choices by weighing the risks and benefits of the options facing them.

Your briefing note should focus on delivering actionable insights, with clear, practical advice and informed, well-reasoned recommendations.

The best way to do this is to ask yourself two simple questions about the information you’re providing as you prepare your briefing note: “So what?” and “Now what?”.

Asking “So what?” helps you focus on providing implications and the organization’s priorities, keeping your insights relevant to the board. Asking “Now what?” leads to action by outlining what the next steps should be.

After this, you should arrange the content of your briefing note so that the board can easily engage with it. That means presenting each question you’re tackling in a clear and logical structure. This helps the board follow your thinking, making it more likely they’ll reach the same conclusions as you. It also assures the board that the deep thinking has been done, which is essential if they are to act on your recommendations with confidence.

A robust structure will also help you balance the level of detail, which can be tricky. Include too much, and you risk losing key points. Too little, and you aren’t giving the board the full picture they need.

Read our guide to critical thinking for more in-depth tips on how to structure your thinking and writing for maximum insight.

Writing in a concise, engaging style in a formal business context is always a challenge. Lawyers perhaps feel this most keenly when pivoting from composing lengthy legal advice to preparing punchy board papers for non-subject matter experts.

As general counsel, you need both of these skill sets. Concise, engaging writing makes it easier for the board to read your briefing notes, and more likely that they’ll absorb what you’re telling them. This is especially important when you consider that your note will be one of several they’re reading in a 200+ page board pack.

Using simpler language also makes you sound smarter. Research across countries and cultures, from Princeton to the University of Tokyo, has found that if you ask someone to rate an author’s intelligence based on a passage of text, those who use shorter words and sentences come out on top.

For more tips, read our guide to writing for the board. You can also read about Lucia, our AI-powered management reporting software, which fine-tunes your writing in real time.

Your first step is to complete a robust board briefing note. The next step is to present it to the board, building on the insights and recommendations you’ve provided, guiding the board to action, and helping them consider all the options to reach a decision.

Here are our top tips to boost your impact when you’re in the room.

Board members are likely to ask some difficult questions, so think about what they might ask and prepare responses ahead of time. Even better, try to address these questions in the briefing note before you’re in the boardroom. Be prepared to dive deeper, considering alternative options and challenging your own assumptions. Your ability to answer tough questions with confidence will build your credibility.

Using complex legal language can be a barrier to communication. While you’re an expert in law, board members are typically not. Using too much legal jargon can muddle your message and alienate your audience. Explain complex issues in plain English with smart analogies where needed. Visual aids can also help clarify complicated issues.

Using phrases like “This could be a problem” or “We need to wait and see what happens” is unhelpful. Instead, present a concrete assessment of the risks and recommend actionable next steps. The board doesn’t want a series of caveats and hedging, which comes across as evasive and indecisive. Using the active, first-person voice (“I” or “we”) can also help. When you speak and write in this way, the board will respect you for showing ownership of and accountability for the subject matter.

Board meetings are often tightly packed with agenda items, so there’s a lot to cover in a limited time. You’re not there to read out the briefing note or to revisit it in slide form. Deliver your advice succinctly and keep any presentations as short as possible. Focus on the key points and on moving the conversation forward.

Your legal advice should always be informed by the wider business context. For example, if you’re advising on a potential acquisition, you should consider how the transaction fits into the organization’s strategy, goals, and risk profile, as well as the legal framework. Understanding that big-picture context and knowing what matters to the board is key.