As a GC, you’re a pro at turning complex info into clear, actionable insights. You're the go-to for risk management, navigating regulations, and maintaining compliance. In the tech startup world, you’ve mastered digital transformation and tackled cybersecurity challenges head-on.

These skills make you an ideal candidate for a board of directors. But if you’re aiming for a seat, you’ll need to highlight more than just your legal competence. As General Counsel, you bring a unique perspective on your company's operations, risks, and opportunities, making you a key advisor to the executive team. However, many General Counsels find themselves overlooked for boardroom positions, missing the chance to leverage their influence fully.

Securing a board seat takes more than ambition—it demands business savvy, strategic networking, and a polished executive presence. We have the insights you need to get there as a General Counsel. Discover what to prioritize, how to define your unique value, and where to begin.

Why Should GC Be On An Organization’s Board? 

The role of the General Counsel (GC) is now more crucial than ever. With corporate scandals, financial crises, and globalization shaking things up, ethical guidance and risk management are front and center. Even though alternative dispute resolution and new laws have helped, businesses still face a rising tide of lawsuits and bigger verdicts.

With the rising need to rethink relationships with pricey law firms, shift work in-house, or set up temporary legal services, the role of the General Counsel has changed dramatically. No longer just an advisor, the GC manages departments like any operational unit, with a keen eye on cost-effectiveness and performance metrics.

The growing importance of the GC and their department means they’re now more integrated with the business’s goals. Whereas the GC once just handled acquisition agreements, they’re now involved much earlier, helping to evaluate whether an acquisition is even a good idea. This shift has strengthened the GC’s role with the CEO and the board, placing them at the core of the company’s risk management and strategic planning.

GC as the Board Educator

Many boards and new members might not realize the proactive role a General Counsel (GC) can play. It's up to the GC to showcase how they can elevate their involvement. By teaming up with the Chairman and CEO, the GC can help craft tailored education programs for the board, focusing on key risks and opportunities in today's business and legal landscape.

Here are some crucial areas for board education:

• Understanding the corporate by-laws and their impact on board structure and expectations
• Crisis management strategies
• Effective communication practices and SEC requirements
• Criteria for forming committees and choosing advisors
• Onboarding new members to boost their effectiveness

Direct Role With the Board

“GCs go to lunch regularly with board members. They would have out-of-board meeting relationships with them, making future opportunities easier.” 
~ Brian Chase, General Counsel, ServiceChannel

The GC's top priority is always the company's best interests. While the GC often works closely with the CEO, the CEO isn't the sole client. Individual board members may seek advice on their own actions or conflicts, but they don't define the GC's role.

Despite organizational charts showing a direct line to the CEO, the GC should establish from the start that they will interact with the board independently, sometimes without the CEO. This setup should ideally be outlined in the company's governing documents.

Building trust with the board is key. The board should feel comfortable reaching out to the GC, knowing that their inquiries will be confidential and that the GC’s commitment is to the company above all. Ultimately, this trust will make or break the General Counsel's success.

Role in Issue Awareness

Today, the GC’s role as a persuader, something they’ve honed since law school, has never been more crucial. Lawyers excel at spotting issues and convincing others to act, and in a complex world, a proactive GC is uniquely positioned to guide the board.

Take cybersecurity, for example. It's a top concern for companies everywhere, and there’s a strong consensus that boards need to dive deeper into managing these risks. Who better than the GC to navigate the evolving laws and understand the fallout from breaches and lawsuits? A forward-thinking GC can steer the board’s focus and drive a robust cybersecurity strategy.

Also Read: Salary Report [2024]: General Counsel in the United States

What Does It Mean To Have A Seat On The Board?

For an ambitious General Counsel, being at the top of an organization feels natural—it's where you can truly influence strategy. One participant described it as "being at the top of the funnel," where decisions are made. Others mentioned the fear of missing out by not being part of key discussions. As another put it, "You don't want to be the outsider, like the doctor only called in when things go wrong. You need to stand equal with the other top influencers."

Changing fixed mindsets is tough, but General Counsel must challenge the stereotype that lawyers are just blockers and disciplinarians if they truly want to contribute to their organization. While legal expertise is essential, the worst perception is being seen as a "blocker."

Serving on a board can be a fantastic way to expand your network, tackle new challenges, and sharpen your leadership and strategic thinking. But before diving in, it's important to weigh the pros and cons: Is this something you genuinely want to do, or just another item on your to-do list?

Things to consider before a GC attempts a seat on the board:

Can I realistically commit the time?

If you’re already clocking 70 hours a week, adding quarterly meetings, prep time, committee work, and unexpected duties might be too much. Remember, your commitment to the board needs to be as strong as your commitment to your primary job.

Who am I doing this for?

If your motivation isn’t rooted in personal fulfillment or career growth, it might be time to reconsider.

What do I stand to gain?

Think about the benefits from both personal and professional angles before making a decision.

Also Read: Taking the Helm as an Interim Executive: Vanessa Gage, General Counsel, Cedar

5 Tips For GCs To Earn A Seat On The Board

To land that board seat, in-house lawyers should rebrand and reshape their value by building executive presence, showcasing leadership, and offering strategic insights. Below are some proactive steps to bring you closer to the boardroom.

Establish A Strong Reputation

To land a board seat in your organization, you must be seen as a trusted advisor and a leader who adds value to strategic decisions. Build your reputation by consistently delivering commercially savvy legal advice, offering solutions beyond your legal scope, and collaborating effectively with directors, corporate counsels, and senior management.

Determine Your Value Proposition

As a GC, You need to show you’re more than just a legal expert. Ask yourself: What makes you the perfect fit for this board? What unique value do you bring?

For a GC in a niche area, like a blockchain company, your value might lie in your deep knowledge of privacy laws, expertise in IP strategy, or experience with tricky regulations in emerging tech markets.

Network In A Strategic Way

“If you want to be general counsel you may need to be realistic about your chances at your current company. Get on the radar of legal recruiters in your area.  All they need is a good resume and to know that you’re interested in hearing from them if any opportunities arise.”
~ Ten Things Blog
Sterling Miller

Once you’ve nailed down your value proposition, it’s time to spread the word. Start by networking with board members, outside counsel, auditors, and more. Don’t forget to chat with your CEO—they might know someone who’s looking.

To expand your network further, try these strategies:

• Attend industry events
• Take board governance courses through reputable organizations
• Serve on a nonprofit's board
• Advise early-stage startups

Showcase and Enhance Your Leadership Skills

Board members want leaders who can steer the ship and provide strategic direction. Show off your leadership by effectively managing your legal team, collaborating across departments, and tackling high-profile projects. Consider enrolling in leadership courses or advanced education programs to boost your skills further. It’s a great way to demonstrate your dedication to ongoing growth and learning.

Get Your Profile Ready

Start by refining your LinkedIn profile and tailoring your CV for board roles. Spotlight your leadership skills, key achievements, and relevant board experience.

Show you're a strategic leader with a solid grasp of business, strong leadership, and financial skills. Seek opportunities both inside and outside your current organization. Remember, landing a board seat is competitive, so you need to stay patient, persistent, and focused.

Conclusion

“I understand that somebody could have their heart set on being COO as their goal. But that wasn’t the case for me. My role just evolved from GC to COO because I started taking on a lot of the people responsibilities, which is a pretty natural segue for a lot of lawyers.”
~ Genessa Stout
GC & COO, Tally.

The current global challenges have made the GC's role with the board more crucial than ever. With financial, legal, and reputational issues rising, GCs now have a golden opportunity to leverage their legal and analytical skills to make a real impact. 

No longer a passive advisor, the General Counsel must be actively involved in crafting solutions and shaping decisions. Ultimately, their success will hinge more on their ability to build strong teams than on the formal roles outlined in governance documents. If you are looking to learn more about the career path of GCs, then read our expert advice on Counsel Corner.

FAQs

What Is The Role Of General Counsel In A Group? 

The General Counsel is key in leadership discussions, tackling complex problems, and brainstorming creative solutions. As core top management team members, they advise on legal matters and help drive discussions and debates on broader business issues.

What Are The Members Of The General Council Known As?

Members of the General Counsel team are commonly referred to as General Counsel or in-house counsel. They provide legal guidance and strategic advice within an organization.

Can GC Be On The Board? 

Yes, a General Counsel (GC) can be on the board. Their deep legal and business expertise can provide valuable insights and contribute to strategic decision-making at the highest level.