Lawyers bring a specific set of skills to the boardroom, but they must change how they operate. A recent panel at the American Bar Association’s Business Law Section Fall Meeting in Chicago explored how legal professionals can transition from advisors to decision-makers on corporate boards. The discussion, moderated by Katayun Jaffari of Cozen O’Connor, featured independent directors Tanuja Dehne of DSG Global, Sherrin Ross Ingram of the International Center for Strategic Planning, and Michelle Hong of Stradley Ronon.
The Lawyer’s Role on a Board
The panelists identified the core skills that lawyers often carry into board roles. Tanuja Dehne described her approach as leaning toward the edge. She explained that her background in corporate M&A and securities allows her to push boundaries while maintaining necessary limits. She also noted that time management and communication are transferable skills that serve directors well.
Sherrin Ross Ingram highlighted the litigator’s instinct to question. Lawyers are trained to probe and challenge, she argued, making them well-suited to test assumptions. Michelle Hong, who comes from a trusts and estates background, emphasized the ability to think inside and outside the box when making risk-weighted judgments.
However, the group discussed the difficulty of shifting from a problem solver to a challenge tester. A lawyer is often the person who identifies issues and fixes them. On a board, the director’s job is to ask the questions that management should have already asked. The board must step back and let management do the work, a role that requires a different mindset.
Panelists noted that a person is not invited to a board because of their legal title. They earn that invitation as a well-rounded executive. Sherrin Ross Ingram warned that there is a preconceived notion of how a lawyer will show up. She suggested directors must challenge that expectation from the very first meeting.
Defining a unique value proposition is critical for success. Panelists advised lawyers to identify what people already say about them and shape that into a clear narrative. Understanding a target board’s governance processes, including how directors are evaluated and term limits work, is also essential. If a prospective director cannot articulate their value from day one, they may struggle to secure the role.
While legal skills build key competencies for director roles, the panel stressed that lawyers must be thoughtful about their transition. They should be able to set aside the “lawyer hat” and focus on asking probing questions and leaning into risk, rather than simply identifying it.
Recognizing Blind Spots
Identifying personal blind spots can enhance board contributions. The former litigator explained that unpacking biases helps surface hidden assumptions that shape strategic choices. By questioning underlying premises, directors may reveal gaps that otherwise remain invisible.
Continuously learning was highlighted as essential. The former corporate attorney stressed that complacency erodes effectiveness, and that ongoing education supports the ability to spot emerging risks. Regularly reviewing board packets, then stepping away, was described as a technique to let the mind generate fresh strategic questions.
Listening to feedback from colleagues was presented as a way to refine self-perception. When peers comment on recurring themes, those insights can be molded into a narrative that clarifies a director’s distinct contribution. This approach aligns with the notion that reputation informs the value proposition presented to a board.
Guidance for Legal Professionals Seeking Board Roles
Panelists provided specific advice for lawyers aiming to transition into board positions. They noted that branding matters, so individuals should make it clear on professional profiles that they are interested in board work. Many boards utilize search firms to identify potential directors, so visibility is key.
Guardrails and Practical Steps
Reframing risk as assumptions was proposed as a method to shift from defensive to offensive thinking. Since every strategic decision rests on unproven premises, treating assumptions as risk enables directors to probe them without defaulting to legal risk language.
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