Ten Things: Presenting to the Board of Directors
Introduction by Bruce Hennes
We’ve long admired attorney Sterling Miller and his periodic “Ten Things You Need to Know as In-House Counsel” series. Each piece is, in its own way, a master class: practical, sharp, and relentlessly useful.
His latest article on how attorneys should communicate with a non-legal audience is especially on point. While written for lawyers, the advice reaches far beyond the legal profession. In fact, anyone who has to brief a board, speak to the media, advise a client, lead a team or persuade a skeptical audience would do well to study it closely. Clear communication is not just a legal skill, it’s a leadership skill, a crisis skill and a business skill.
Sterling’s guidance is a timely reminder that the best communicators don’t just know their subject; they know how to make it matter to the people listening.
Ten Things: Presenting to the Board of Directors
By Sterling Miller
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.
For the rest, click here.
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