Over the past few posts, I have been spending a lot of time writing about dealing with business leaders (See, e.g., Ten Things: Dealing with Business Executives and Ten Things: Ten Questions In-House Lawyers Should Ask the Business Right Now).  I have been doing this because, as we get deeper into 2026, I think interacting and communicating properly with the business is the single biggest point of failure for most in-house lawyers.  It is just a vastly different skill than many realize, incredibly different from what they teach us in law school or at the law firm.  It’s like stepping onto a new planet.  Some figure it out and thrive, but many are wearing red shirts and are not going to make it back to the Enterprise with Captain Kirk and the rest of the gang.  They are as doomed as doom can be.  Why is this?  Because lawyers are trained to write and speak with nuance, caveats, risk-elimination, and deeply comprehensive analysis – looking for reasons why something is problematic and should be avoided. The business operates differently, looking for short answers, black-and-white clarity, and focusing on what can be done vs. why something cannot be done.  Nowhere in the corporate world is this truer than with the board of directors, the group of individuals above the C-Suite that operates under a different mandate altogether: oversight, strategy, enterprise risk, and decision-making under time constraints.  When in-house lawyers present to the board, it can go wrong quickly.  A board presentation is not a law school exam, a litigation memo, or a negotiation strategy session. It is, instead, an exercise in the very essence of “above-the-rim” executive communication. The problem is – unless you are lucky – no one prepares you for this, and unless you have failed at it a few times and lived to tell the tale (like yours truly), it is difficult to figure out where you went wrong when you thought you were hitting all the right legal notes.  Unfortunately, you were playing the wrong song, in the wrong key, and off beat.  But worry no more, this edition of “Ten Things” is going to take on one of the hardest challenges any in-house lawyer will ever face – how to present to the board of directors:

1.  Start with the board’s perspective.  One of the biggest mistakes in-house lawyers make is assuming the board wants the same level of detail and analysis the legal team values internally.  It most surely does not.  At the board level, when faced with any issue (legal or otherwise), directors are asking some pretty basic questions:

• What matters most here?
• What could materially impact the company (good or bad)?
• What decisions or oversight are required from us?
• What are management’s recommendations?
• What are the consequences of action or inaction?

They are not looking for:

• A law review article.
• Every legal nuance you can think of.
• Exhaustive timelines.
• Dense issue spotting and issue analysis.
• Ten slides of statutory background.
• Dissenting opinions and dicta.
• A list of all the reasons something horrible may happen.
• Inordinate focus on the “worst case” no matter how unlikely it is to matter.

They just want the time, not an explanation of how the watch works.  This means when preparing a presentation, in-house counsel must put themselves into the shoes and underwear of the board and think about the issue from their perspective, i.e., what information in what format will best satisfy what they want (and need to know) so they can exercise their oversight and strategy function.  Every slide should answer at least one of these questions:

• What should I worry about?
• What should I monitor?
• What should I decide?
• What should I challenge management on?

If a slide answers none of those questions, it probably does not belong in the board deck.  And this is why many legal decks fail.  Lawyers frequently create informational slides when the board needs decision-support slides. They are fundamentally different and you need to understand the difference before you step in front of the directors.

2.  Lead with an executive summary.  In any presentation to the board of directors (or email/memo for that matter), your first substantive slide should answer four questions out of the gate:

• What is happening?
• Why does it matter?
• What is management doing?
• What does the board need to know or decide?

If directors leave the meeting remembering only one slide, you want it to be this one.  So, you need to make it count.  A good summary slide is concise, directional, action-oriented, and business-focused.  Compare these two examples:

“The company faces increasing AI-related regulatory scrutiny in the EU and several U.S. states. Management has implemented governance controls and revised vendor review procedures, but additional investment in our compliance infrastructure will likely be required in 2027.”

The above is a far more effective framing of the issue than:

“Recent developments under the EU AI Act – Regulation (EU) 2024/1689 and emerging state-level legislative frameworks create a complex and evolving compliance environment.”

The first version tells the board what matters and what it needs to do (i.e., approve an investment in AI compliance tools).  The second is the lead-in to an article in Boring Lawyer Quarterly.[1]  The problem is that for most of our lawyer lives we have been taught to frame issues like the second version.  Unlearning this habit is hard, but crucial.

3. Stop writing like a lawyer.  Many legal board decks suffer from what directors (and others in the business) call “lawyer slides.”  You know exactly what I mean but just in case you don’t, a lawyer slide jams the following into a single slide:

• Dense text blocks.
• Footnotes.
• Full legal standards copied into the slide.
• Case citations.
• Latin.
• Zero charts and graphs or way too many charts and graphs.
• Multiple disclaimers.
• Tiny fonts.
• Hyper-technical terminology.

A board deck is not a legal brief and treating it like a legal brief is a sure way to lose your audience before you even say a word.  Good board slides do the following:

• Use short sentences.
• Headlines (bullet points) over detail.
• Focus on implications and decisions.
• Include clear recommendations.
• Use visuals sparingly but effectively (e.g., charts and graphics are almost always helpful).

If a board slide cannot be understood in 20 seconds or less, it needs simplification.  When it comes to board slides, less is almost always more.   No director is going to come out of the meeting saying, “Gee, I wish legal would have included more footnotes and case citations in that presentation.”  Remember that.

4. Focus on enterprise risk, not just the legal risk.  Here’s a nugget for you: Boards think in terms of enterprise exposure, i.e., how does this affect the entire business overall in terms of its goals and strategy?  Legal teams, however, often focus – narrowly – on:

• Legal risk (to the exclusion of almost everything else).
• Probability of litigation.
• Technical compliance.
• Regulatory interpretation.

Boards focus on things like:

• Financial impact.
• Operational disruption.
• Reputational damage.
• Strategic consequences.
• Shareholder reaction.
• Regulatory optics.

This means that, to give a successful board presentation, the legal department must eliminate this disconnect and translate legal issues into business consequences.  I will repeat that: effective board presentations translate legal issues into real-world business consequences.  So, for example, instead of saying:

“There is moderate antitrust exposure with this transaction.”

Say this:

“An investigation by the DOJ could delay the transaction timeline by 9–12 months and increase integration costs.”

The first is a legal statement to which the board could rightfully ask, “So what, Sterling?” The board needs the operational meaning of the legal issue, i.e., what does this actually mean for the business?  The second version captures the legal risk (moderate antitrust exposure) but converts it into something actionable by the board (i.e., enterprise risk in terms of delay and increased costs).

5.  Be clear about uncertainty.  Boards understand uncertainty; they deal with it constantly (just like all business leaders do). What frustrates directors is ambiguity disguised as false precision. This means in-house counsel must avoid unwarranted certainty, overconfident predictions, endless hedging, and contradictory caveats.  The best presentations to the board acknowledge uncertainty while still demonstrating good judgment.  Here is an example:

“We cannot predict the regulator’s final position, but based on comparable enforcement actions, we believe the most likely outcome is a negotiated resolution rather than litigation.”

The statement above demonstrates realism (including benchmarking) along with good judgment, i.e., based on the benchmarking, we expect to negotiate a settlement.  What it does not contain is false bravado or conclusions with no support or benchmarks.  Likewise, one of the quickest ways to frustrate directors is to present information without a point of view.  Lawyers often believe neutrality demonstrates professionalism.  When you are in-house, nothing is further from the truth.  Boards (and the C-Suite) will often interpret neutrality as a lack of leadership.  Directors generally expect you to say something like, “We considered several alternatives and recommend Option B.”

Your recommendation may be challenged.  It may be rejected.  But directors expect management (which includes you) to exercise judgment and give a recommendation.  If the board asks, “What do you think we should do?” and you do not have an answer, you are probably not ready for the meeting.

6.  Never surprise the board. One of the cardinal rules of board communication: No surprises.  If a major issue appears for the first time in a board meeting, something has likely gone wrong.  Directors should generally receive advance notice (and context) on:

• Significant litigation.
• Regulatory investigations.
• Crisis events.
• Major compliance failures.
• Government inquiries.
• CEO-sensitive matters.

The board meeting should rarely be the first disclosure of tough issues unless circumstances simply require it.  Similarly, boards become frustrated when management (including the lawyers) appears overly cautious about disclosing bad news.  Like most senior executives, directors can usually tell when critical information is being softened or delayed.  If there is a significant problem (legal or otherwise), state it clearly, explain the impact, describe what you/management are doing in response, and outline the next steps.  Credibility (which is priceless when it comes to dealing with the board) is usually strengthened by candor,[2] but destroyed when the board thinks you are hiding the ball.  Most boards can tolerate bad facts.  What they struggle to tolerate is delayed disclosure, incomplete disclosure, or evasive disclosure.  The legal department’s reputation is rarely defined by “routine” updates – it is defined by how it communicates when things go wrong.

7. Speak like an executive, not outside counsel.  Boards expect the general counsel and legal leadership team to operate like business executives.  You need to shed your lawyer-skin and suit up like a business person and provide/demonstrate:

• Clear recommendations.
• Concise answers.
• Commercial awareness.
• Practical judgment.

The fastest way to lose a boardroom is to sound like you are participating in a moot court contest.  In other words, avoid:

• Over-explaining.
• Excessive legal jargon.
• Meandering answers.
• Reading directly from slides.

As to the last point, the board already has the presentation deck. You do not need to read it to them.[3]  Your job is to provide insight and judgment about the issues at hand – the slides are just a guide to that discussion. 

Boards value legal expertise, but they do not want lawyers making every issue sound yes or no.  Avoid framing issues as “Legal says no” or “The law prohibits this” or (worse) “We cannot do that.”  There are very few times when the answer is truly “no,” i.e., it’s criminal, violates the law, breaches company policies, etc.  Otherwise, as long as the right person (or group) is making the call, the business can accept the risk and move forward.[4]  This means that the real answer is often starts with something like:

“The company can proceed, but with risk.  It will require several trade-offs.  And different paths carry different exposure for the business. I will discuss those in the next several slides.”

Directors appreciate legal advisors who can articulate risk-adjusted options rather than defaulting to “Dr. No” mode.

8. Get to the point quickly.  Board meetings operate under severe time pressure.  A lot is going on, with a lot to be decided, and only a finite amount of time to do it.  If you have the opportunity to present to the board, understand that time is precious, and if the board thinks you are wasting that time, you are losing.  So, if a director asks you, “What is the biggest risk here?”  Do not begin with, “Well, there are several legal considerations to consider here…”  Start with the &^%$ answer.  Then provide supporting detail.  Strong board presenters front-load conclusions. They also understand that directors are evaluating them on more than just legal expertise, i.e., directors want to determine if legal department leaders can:

• Distinguish major risks from minor ones.
• Prioritize appropriately.
• Escalate issues at the right time.
• Avoid overreaction.
• Avoid complacency.

Ironically, the lawyer who over-explains every nuance often appears less credible than the lawyer who confidently says, “There are dozens of legal issues embedded in this matter, but there are three that should concern the board.”  Remember, it’s not a law school exam or a project for a senior partner at the law firm who wants you to identify and detail every possible issue.  Instead, it is an exercise in judgment, something the board of directors highly values in the legal department.

9. Expect questions.  Many lawyers are accustomed to presentations where questions come at the end.  Board meetings rarely work that way.  Directors interrupt constantly because:

• They are testing assumptions.
• They want clarification.
• They are trying to accelerate the discussion.
• They are evaluating management judgment.
• They want to see how you do under pressure.

Interruption is usually engagement, not hostility.  The best presenters are prepared for questions (they welcome them) and adapt quickly without becoming defensive.  Questions mean the board is paying attention. Be ready!  Keep in mind that directors are not there to simply learn about litigation, compliance, investigations, or regulation. They are assessing whether management (which includes the legal department) understands the risks, has appropriate controls in place, and is exercising sound judgment.  Consequently, a legal presentation to the board is partly about the issue and partly (or maybe more so) about management’s ability to handle the issue.  This is why directors ask questions that may seem only tangentially related to the legal matter itself:

• How did we learn about this?
• How long has management known?
• Why wasn’t this identified sooner?
• Who owns remediation?
• How are we benchmarking against peers?

These are governance questions. Boards are usually far more interested in the answers to these questions than they are in the underlying legal analysis.

10. The most common problems.  When it comes to presenting to the board, here is where I see many in-house lawyers get tripped up:

• Over-lawyering the discussion (too much nuance can obscure the actual issue).
• Equating activity with strategy (reporting every compliance initiative does not necessarily demonstrate effective risk management).
• Confusing information with insight (boards value synthesis more than volume).
• Treating the board like a judge or regulator (the board is a governance body).
• Failing to prioritize (if everything is critical, nothing is critical).
• Reading the slides (classic mistake – the slides support the conversation; they are not the conversation).

Instead of wandering down the path of board meeting doom and disappointment, focus on what boards actually want from the legal department:

• Early warning about problems (directors do not expect perfection – they do expect visibility into emerging issues).
• Judgment (boards value lawyers who can distinguish between theoretical risk and practical risk).
• Business “fluency” (legal analysis without commercial context often falls flat in the boardroom).[5]
• Calm under pressure (boards watch carefully how executives communicate during crises. Composure matters).
• Clear recommendations (directors appreciate and value legal teams that can say, “Here is the recommended path and why”).

*****

The most effective board presentations by in-house lawyers are not the most technically detailed.  They are the clearest. Successful board presenters translate legal complexity into business understanding, help directors focus on what matters most, and demonstrate judgment under uncertainty.  This is what boards are looking for from the legal department.  After every board presentation, ask yourself this: “Did I help the directors understand what happened, why it matters, what management is doing about it, and what role the board should play?”  If the answer is yes, you probably delivered an effective board presentation.  If the answer is, “I accurately and adequately explained the legal issues,” then you may have delivered a compelling legal presentation but a mediocre board presentation.  They are not the same thing.

Sterling Miller

May 31, 2026

The Productive In-House Lawyer: Tips, Hacks, and the Art of Getting Things Done, is available for sale.  The ABA needs to make its Q2 numbers, so buy a few copies to help them out.  You can buy it here: Buy The Book!

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My fifth book, Showing the Value of the Legal Department: More Than Just a Cost Center is available now, including as an eBook!  You can buy a copy HERE.

Two of my books, Ten Things You Need to Know as In-House Counsel – Practical Advice and Successful Strategies and Ten (More) Things You Need to Know as In-House Counsel – Practical Advice and Successful Strategies Volume 2, are also on sale at the ABA website (including as e-books).

I have published two other books: The Evolution of Professional Football, and The Slow-Cooker Savant.  I am also available for speaking engagements, webinars/CLEs, coaching, training, pet sitting, bartending, and consulting.

Connect with me on Twitter @10ThingsLegal and onLinkedIn where I post articles and stories of interest to in-house counsel frequently. “Ten Things” is not legal advice nor legal opinion and represents my views only.  It is intended to provide practical tips and references to the busy in-house practitioner and other readers.  If you have questions or comments, or ideas for a post, please contact me at sterling.miller@outlook.com or if you would like a CLE for your in-house legal team on this or any topic in the blog, contact me at smiller@hilgerslaw.com

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[1] Available at newsstands and supermarkets across the greater USA.

[2] And if it’s not valued at your company, you need to find a new place to work.

[3] Unless your board is illiterate and then it makes sense. But, you may have bigger issues to contend with if this is the case.

[4] And the board of directors is most definitely the right group.

[5] Yes, this means “Learn the business.”