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Lawyers Are a Rich Talent Source for Boards
01/14/2025
Lawyers are often tapped for board service, with the percentage of new independent directors with a professional background as a lawyer or general counsel ranging between 3 percent to 5 percent of S&P 500 board appointments from 2021–2024, according to data from the US Spencer Stuart Board Index.
Lawyers and general counsel in particular are increasingly being considered for board roles due to their business expertise, domain expertise, and analytical skill sets. Below are a few of the reasons why directors with experience as a lawyer or general counsel bring important skills to the boardroom.
Lawyer skill sets match the increasingly complex board agenda. The increasing complexity of the board’s oversight role means that lawyers can bring great value to analyzing complex topics. The board’s ever-crowded agenda today includes governance and environmental issues, enterprise risk management (ERM), compliance, cybersecurity oversight, and liability management, to name just a few items. Lawyers bring unique skills to bear on these topics, including problem solving to decipher solutions, the ability to build structure and processes to ensure effective governance functions, and subject matter expertise on risk mitigation.
General counsel and in-house lawyers already have board exposure. General counsel (GC) are often the gatekeepers of information flow to their own boards and understand the significance of relationship building. They have typically spent hours in the boardroom, listening to deliberations and understanding the importance of discretion, confidentiality, and when to make a point softly or loudly. The GC is the point person on mergers and acquisitions and often on ERM, compliance, and sensitive investigations, as well as US Securities and Exchange Commission filings required for public companies. Simply put, in-house lawyers do not have a steep learning curve when it comes to understanding the importance and nuances of board service.
General counsel are business leaders first and possess crisis management skills. Lawyers can also lend their business, management, and leadership expertise, in addition to their legal and risk management skill set. A general counsel for a large company typically manages a significant budget and a large, global team, and understands the business inside and out. They are at the table for important decisions on talent, business disruption, pandemics, and recessions. Experienced CEOs include their GC in the executive decision-making process, so they have a seat at the table just as the chief financial officer (CFO), chief human resources officer, and business or profit and loss leaders do.
Lawyers can be good listeners and consensus builders, but also are trained to confront problems. Lawyers often possess some of the softer skills that help boards run smoothly and effectively. They tend to be good listeners, can synthesize the multiple voices in the boardroom, and clarify and focus the team on the key takeaways. In-house lawyers often navigate between the desire to champion the business and the need to push back in certain scenarios. On one hand, they must ensure that the business stays within appropriate legal boundaries; on the other, they advocate for the business and support its growth strategy. The ability to balance these competing demands is often called upon in the boardroom. Directors are supportive when the strategy is clear and performance is on track, yet they also know that their job is to pressure test and push back if things take a turn or outcomes do not match the plan. This dichotomy between cheering and chiding does not come easily to everyone, but for lawyers it is part of the job requirement.
When a board recruits lawyers or general counsel, it therefore accesses a rich, diverse talent pipeline of seasoned professionals with deep experience in the boardroom and the analytical ability to wade through complex situations and solve problems. Confronting the uncomfortable is also a unique skill that lawyers, and especially in-house counsel, possess; conducting internal investigations, advising on reductions-in-force, and addressing the fallout from crises are second nature. Every boardroom needs a few directors attuned to crisis management because crises invariably happen often enough that the crisis management skill set is welcome when they do. “General counsel spend years as key partners to a CEO and can make a difference in the board room, especially when tackling thorny problems, because their legal and analytical skills can help a board sort through the challenges, reach consensus and agree on a path forward,” said James S. Metcalf, former CEO and chair of Cornerstone Building Brands and a director on the boards of Ferguson and Gibraltar Industries.
Misconceptions
One misconception is that directors that are lawyers are in the boardroom to give advice to the board on legal matters. The truth is that only the company’s GC does this. Lawyer directors are on the board because they have business experience and specialized skills in governance, risk management, and often mergers and acquisitions. Lawyer directors respect and understand the role of the general counsel and can often be a sounding board for the GC on complex litigation and enforcement matters, ensuring that the information is conveyed to the board in a way that crystallizes the key points. Lawyer directors support the work of the general counsel but do not supplant it.
One obvious parallel is CFOs that sit on public and private company boards. CFO directors are not appointed to boards to replace the sitting CFO, just like lawyer directors are not appointed to boards to substitute for or second guess the GC. Instead, CFO directors ensure that a bridge exists between the financial and the nonfinancial experts on the board, just as lawyer directors can provide a bridge of understanding on complex legal matters.
“Having a lawyer on the board who can translate legal complexity for other directors and is in sync with the chief legal officer’s concerns is a differentiator, similar to having a CFO on the board that can navigate accounting and financial issues with ease,” said Chris Hill, former chief legal officer of Aristocrat Technologies and former general counsel at Dun & Bradstreet Holdings.
There Is More to the Story
Serving on boards is a privilege and an immense responsibility. Lawyers often spend their careers dealing with the downside of business risk and appreciate the enormity of the responsibility. While certain stereotypes of lawyers may linger, accessing this talent pool for board service could be a differentiator for the board and its performance.
Judy Reinsdorf, NACD.DC, has over 15 years of experience as an executive and general counsel in complex, multinational companies. She has served on public company boards for the past 10 years and chairs the nominating and governance committee for two public companies. Reinsdorf was named a 2023 NACD Directorship 100 honoree.