In-House Lawyers Bring a Skill Set Tailor-Made for Board Service

General counsel advise boards, but they don’t sit on them nearly as often. That should change, as it would benefit companies, as well as the corporate counsel team. In-house lawyers possess a skill set aligned with the complex issues that corporate boards address. Additionally, general counsel have previous board exposure through their current job roles that positions them as business leaders.

Today’s corporate boards seek directors who know how to ask questions that dig under the surface of an issue and approach problem-solving and decision-making in different ways. In-house lawyers can be good listeners and consensus builders—skills they use in their GC roles. They’re trained to ask key questions that can lead a board to rational and reasoned decisions.

I wanted to serve on a corporate board to become a better chief legal officer at Office Depot Inc. As CLO, I knew how to build a board meeting agenda and put together board materials. But as a lawyer, I thought sitting on the other side of the table as a director would give me a better understanding of how boards made business decisions, ultimately helping me improve as a CLO.

I was right. The path wasn’t easy or quick, but I set my intention to become a corporate director and sought out resources to help me achieve that goal.

My skills as a CLO made me qualified to address challenges such as governance issues, executive compensation, and other concerns for which the board provides oversight. But having those skills wasn’t enough—I had to present them as valuable and attractive to boards seeking directors.

To learn how, I applied and was accepted into the 2011 class of DirectWomen’s Board Institute. The program taught me how to prepare a board resume and an elevator pitch to offer my value proposition as a director. That involved showcasing my experience as CLO and how my business knowledge is an asset to a board.

Perhaps the most valuable aspects of the DirectWomen Board Institute experience were the interactions with the faculty of CEOs, board directors, and search firm executives. They provided insights into what boards look for in directors and how to evaluate board opportunities to ensure a good fit.

I prepared for my board interview by doing what I do as CLO—conducting thorough research on the board and the industry. And I continued to use my CLO skills to prepare for my first board meeting by reviewing past board books, meeting with management and other directors, and talking to the external auditor. When I walked into that meeting, I understood the corporation, the industry, and how the board functioned.

Once in the boardroom, I learned to rely on experts in areas where the board provides oversight, such as technology and compensation.

It’s unfortunate that boards typically don’t seek lawyers because they have general counsel and outside counsel for legal advice. But they do seek directors with strong business skills who can analyze the issues and challenges—a skill set many in-house lawyers possess.

If you’re an in-house lawyer considering board service, here are a few tips:

Recognize that stereotypes exist. Despite lawyers being accepted on more corporate boards of directors, stereotypes remain. An example is that lawyers are risk-averse and conservative, even though that really depends on the individual. In-house lawyers must be prepared to bring their “A” game into the boardroom and break those antiquated stereotypes.

Be prepared. Candidates should overprepare for the application and interviewing process. Conduct extra research to ensure you understand the industry, corporation, and even the backgrounds of the other board members. Also, consider applying to a program that helps lawyers position themselves for board service.

Contribute. As a director, be confident that you have relevant and valuable experience to offer. Think about the strategic initiatives you’ve worked on that can translate into the boardroom. For example, if you led a merger and integration, you could bring that knowledge and experience into the boardroom. Or if the company is looking to expand into Mexico, and you have negotiated an international deal, your global business knowledge could contribute to the company’s successful expansion.

View board service as a two-way street. As a board evaluates what skills and talent you will bring to the company, you should think about how the knowledge obtained during your board service might benefit you in your current job. The best opportunities are those that benefit all involved.

I encourage in-house lawyers to consider if board service is the right fit for them. I also suggest that corporate boards of directors consider in-house lawyers when conducting board searches, as lawyers can bring stellar business and critical thinking skills to the boardroom.

This article does not necessarily reflect the opinion of Bloomberg Industry Group, Inc., the publisher of Bloomberg Law and Bloomberg Tax, or its owners.

Author Information

Elisa D. Garcia is principal with the Red Bee Group, director of Dollarama, and former chief legal officer of Macy’s.

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