How to present legal advice to the board

As general counsel, your role in the boardroom is to bridge the legal and business worlds for your board — often when time is limited and the stakes are high. Maybe the company has suffered a cyber attack, maybe it’s considering an acquisition, or maybe it wants to make an aggressive move that could bring legal risk as well as upside.

In situations like these, the board relies on the general counsel not just to interpret the law, but also to offer guidance on decisions, risks, opportunities, and long-term strategy. You’re there to protect the company’s interests without strangling it.

Doing that job well takes more than legal knowledge; it also requires great communication. In this guide, we’ll share our top tips to help you land your message.

It’s easy to assume “great” communication means presenting with panache. When it comes to communicating with boards, however, this isn’t the full story; you need a well-written briefing note, too.

Pre-reads are a highly effective way to set board members up for a productive discussion. When directors are not legal experts and work part-time with the business in a non-executive capacity, you can’t assume they’ll understand the ins-and-outs of a legal matter or instantly 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 do just that — laying out the context, key issues, implications, and options for directors to read and digest in advance of the discussion, and ensuring valuable meeting time is used for more productive tasks, like moving the matter forward.

So, what does a good briefing note look like? Our research — studying thousands of them over the past 20 years, spanning all manner of legal topics — suggests they share three characteristics: a punchy executive summary; structured, actionable insights; concise and engaging language.

A punchy, pithy executive summary boils your paper down into a handful of key messages. It helps directors to engage with the detail of your briefing note, by focusing their attention on the issues you think are most important and making it clear what they should do with the information provided.

This can be one of the most difficult parts of the briefing note to get right, but with more than half of directors saying it’s too hard to find the key messages in their board papers, your board will thank you for it.

Read our guide to executive summaries to find out how to structure yours.

Presenting legal advice to the board isn’t about offering the "right" answers or educating the board about complex legal concepts; it’s about helping directors to make the right choices by weighing up the risks and benefits of the various options before them.

Your briefing note should therefore focus on delivering actionable insight — clear, practical advice and informed, well-reasoned recommendations.

The best way to do this is to ask yourself two simple questions as you prepare your briefing note: “So what?” and “Now what?”. Asking “So what?” about the information you’ve provided helps you to focus on providing implications and the organisation’s priorities, keeping your insights board-relevant. Asking “Now what?” leads to action, by making it clear what the next steps should be.

Then, you need to arrange the content of your briefing note so that the board can easily engage with it. That means laying out each of the questions you’re tackling in a clear, well-signposted, and logical structure. Not only does this help the board to follow your thinking, making it more likely they’ll reach the same conclusions as you, but it also assures the board that the thinking has been done well — and that’s essential if the board is to act on your recommendations with confidence.

What’s more, a robust structure will help you to get the right balance of detail, which can be tricky to do. Include too much, and you risk key points being lost. Too little, and you fail to give the board the full and balanced picture they need.

Read our guide to critical thinking for more tips on structuring your thinking and writing to deliver maximum insight.

The discipline of writing in a concise and engaging style in a formal business context is always a challenge. It’s perhaps felt most keenly by lawyers when pivoting from writing lengthy legal advice to preparing pithy board papers for non-subject matter experts on the same topic.

As general counsel, you need both skills in your toolbox. Writing that’s concise and engaging makes it easier for the board to read your briefing notes, and more likely that they’ll absorb what you’re telling them — especially when you consider that your note will be one of up to 20 they’re wading through in a 200+ page board pack.

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

Read our guide to writing for the board for more tips. You can also check out our AI-powered management reporting software Lucia, which fine-tunes your writing as you go.

Writing a robust, concise, and engaging board briefing note is the first step. The next is to present to the board — building on the insights and recommendations you’ve laid out, guiding the board to action, and helping them to weigh up 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 tough, probing questions, so think about what they might ask and prepare responses in advance (even better, try to address these questions in the briefing note rather than waiting until you’re in the boardroom). You should also be prepared to dive deeper — to consider alternative options and challenge your assumptions, for example. Your ability to answer difficult questions thoughtfully and confidently will reinforce your credibility.

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

Saying things like, "This could be a problem," or "We need to wait and see what happens" are unhelpful. Instead, give the board a concrete assessment of the risks and suggest actionable next steps. They don’t want a series of caveats and hedging; it comes off 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 appreciate you for demonstrating ownership of and accountability for the subject matter.

Board meetings are often packed with agenda items, so there’s limited time and a lot on the board’s plate. You’re not there to read out the briefing note, or to regurgitate it in slide form, so deliver your advice succinctly and keep any presentations as short as possible. Focusing on the key points that matter — and on moving the conversation forward.

Your advice should always be framed by the wider business context. If you’re advising on a potential acquisition, for instance, you should consider not only the legal framework but also how the transaction fits into the company’s strategy, goals, and risk profile. Understanding that big-picture context and what matters to the board is key.

Your advice should always be framed by the wider business context. If you’re advising on a potential acquisition, for instance, you should consider not only the legal framework but also how the transaction fits into the company’s strategy, goals, and risk profile. Understanding that big-picture context and what matters to the board is key.